Last Updated: April 1, 2026

1. Introduction

Welcome to Scenic Markets LLC ("Company," "we," "us," or "our"). These Terms and Conditions ("Terms") govern your access to and use of our website located at https://www.scenicmarkets.com ("Website") and all AI consulting services, private AI deployment services, managed AI services, and related professional services offered by Scenic Markets LLC ("Services").

By accessing our Website or engaging our Services, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Website or engage our Services. If you are entering into these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Company Information

Company Name: Scenic Markets LLC
Address: 1250 Wayzata Blvd E, Ste 1 5124, Wayzata, MN 55391
Phone: +1-763-496-9308
Fax: +1-952-476-7088
Email: [email protected]
Website: https://www.scenicmarkets.com

3. Description of Services

Scenic Markets LLC provides private, on-premise AI consulting and deployment services, including but not limited to:

• AI Readiness Assessments and strategic roadmaps
• Private AI chatbot and virtual assistant deployment
• Private RAG (Retrieval-Augmented Generation) system development
• AI document intelligence and compliance automation
• AI workflow automation and process optimization
• AI security auditing and data governance consulting
• Ongoing managed AI services and support
• Infrastructure setup and configuration for on-premise AI

All AI systems deployed by Scenic Markets LLC operate exclusively on the client's local infrastructure using the client's private data. We do not deploy cloud-based AI systems or transmit client data to third-party cloud services.

4. Service Agreements and Scope of Work

All consulting and implementation engagements are governed by a separate, signed Service Agreement or Statement of Work ("SOW") that specifies the particular scope, deliverables, timeline, fees, and terms for each engagement. In the event of a conflict between these Terms and a signed Service Agreement, the Service Agreement shall prevail with respect to the specific engagement.

Services are provided on a project basis, retainer basis, or managed services subscription basis as agreed in the applicable Service Agreement. Any work beyond the defined scope will be considered additional services and subject to a separate change order approved by both parties.

5. Client Obligations

To enable Scenic Markets LLC to perform the Services effectively, you agree to:

• Provide timely access to relevant personnel, data, systems, and infrastructure as reasonably required
• Designate a primary point of contact ("Client Champion") to coordinate with our team
• Provide accurate, complete, and current information relevant to the engagement
• Review and provide feedback on deliverables within agreed timelines
• Ensure that all data shared with Scenic Markets LLC is data you have the legal right to use for AI training and deployment purposes
• Maintain the security and confidentiality of any access credentials provided to our team

6. Fees and Payment Terms

6.1 Pricing

Fees for Services are set forth in the applicable Service Agreement or proposal. Scenic Markets LLC reserves the right to update its standard pricing at any time; however, pricing changes will not affect active engagements governed by an existing Service Agreement.

6.2 Payment

Unless otherwise specified in the Service Agreement, invoices are due within thirty (30) days of the invoice date ("Net-30"). Payments may be made via bank transfer, ACH, check, or other methods agreed upon in writing.

6.3 Late Payments

Overdue invoices may be subject to a late payment fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is less) on the outstanding balance. Scenic Markets LLC reserves the right to suspend Services if payment is more than thirty (30) days past due, upon providing ten (10) business days' written notice.

6.4 Expenses

Unless otherwise agreed in writing, fees do not include travel expenses, third-party software licenses, hardware procurement, or other out-of-pocket costs. Any reimbursable expenses will be pre-approved by the Client in writing.

7. Intellectual Property

7.1 Client Ownership

Upon full payment for Services, the Client shall own all custom-developed deliverables, trained AI models, configurations, and documentation specifically created for the Client during the engagement ("Client Deliverables"). This includes any AI models fine-tuned on the Client's proprietary data.

7.2 Scenic Markets Retained Rights

Scenic Markets LLC retains all rights, title, and interest in its proprietary methodologies, frameworks, tools, templates, standard operating procedures, pre-existing intellectual property, and general knowledge and expertise developed prior to or independently of the engagement ("Scenic Markets IP"). Nothing in these Terms or any Service Agreement transfers ownership of Scenic Markets IP to the Client.

7.3 License

To the extent any Scenic Markets IP is incorporated into Client Deliverables, Scenic Markets LLC grants the Client a perpetual, non-exclusive, royalty-free license to use such Scenic Markets IP solely as part of the delivered solution.

8. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it solely for the purposes of the engagement. "Confidential Information" includes, but is not limited to, business strategies, financial data, customer lists, technical data, data assets, AI readiness assessment scores, and any information marked or reasonably understood to be confidential.

Obligations of confidentiality do not apply to information that:
(a) is or becomes publicly available through no fault of the receiving party;
(b) was already known to the receiving party;
(c) is independently developed without use of Confidential Information;
(d) is received from a third party without breach of confidentiality; or
(e) is required to be disclosed by law, provided the disclosing party is given prompt notice.

9. Data Sovereignty and Privacy

Scenic Markets LLC is committed to complete data sovereignty for all clients. We guarantee that:

• All AI systems are deployed exclusively on the Client's local infrastructure
• Client data is never transmitted to third-party cloud services, external AI APIs, or any systems outside the Client's network
• All Client data accessed during engagements is handled in accordance with our Privacy Policy and any applicable mutual Non-Disclosure Agreement
• Any Client data temporarily held by Scenic Markets LLC during the assessment phase will be stored on our encrypted local servers and securely destroyed within twelve (12) months of engagement completion, unless otherwise agreed in writing

10. Warranties and Disclaimers

10.1 Service Warranty

Scenic Markets LLC warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If Services do not conform to this warranty, our sole obligation is to re-perform the non-conforming Services at no additional charge, provided the Client notifies us of the non-conformance within thirty (30) days of delivery.

10.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, SCENIC MARKETS LLC PROVIDES SERVICES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SCENIC MARKETS LLC DOES NOT WARRANT THAT AI SYSTEMS WILL BE ERROR-FREE, THAT ALL DEFECTS WILL BE CORRECTED, OR THAT AI OUTPUTS WILL ACHIEVE SPECIFIC BUSINESS OUTCOMES.

10.3 AI-Specific Disclaimer

AI systems, including large language models and machine learning systems, are inherently probabilistic. Scenic Markets LLC does not guarantee the accuracy, completeness, or reliability of AI-generated outputs. Clients are responsible for implementing appropriate human oversight and review processes for AI-assisted decisions, particularly in regulated industries.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCENIC MARKETS LLC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SERVICE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO SCENIC MARKETS LLC DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL SCENIC MARKETS LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF SCENIC MARKETS LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Indemnification

The Client agrees to indemnify, defend, and hold harmless Scenic Markets LLC, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees) arising out of or related to:
(a) the Client's use of AI systems deployed by Scenic Markets LLC;
(b) the Client's breach of these Terms;
(c) the Client's violation of any applicable law or regulation; or
(d) any third-party claims related to the Client's data or business operations.

13. Term and Termination

13.1 Term

These Terms are effective as of the date you first access the Website or engage our Services and remain in effect until terminated. Individual Service Agreements have their own term provisions as specified therein.

13.2 Termination

Either party may terminate a Service Agreement as specified in the applicable agreement. In the absence of specific termination provisions, either party may terminate with thirty (30) days' written notice. Upon termination, the Client shall pay for all Services performed through the effective date of termination.

13.3 Effect of Termination

Upon termination of any engagement:
(a) all Client Deliverables completed to date shall be delivered to the Client;
(b) the Client retains ownership of all deployed AI systems, models, and data;
(c) Scenic Markets LLC shall remove all access to Client systems within five (5) business days;
(d) confidentiality obligations survive termination for a period of three (3) years.

14. Website Use

14.1 Acceptable Use

You agree to use the Website only for lawful purposes and in accordance with these Terms. You agree not to:
(a) use the Website in any way that violates applicable law;
(b) attempt to gain unauthorized access to any portion of the Website;
(c) use any automated means to access or collect information from the Website without our consent; or
(d) introduce malicious code or interfere with the Website's functionality.

14.2 Content

All content on the Website, including text, graphics, logos, images, and software, is the property of Scenic Markets LLC or its licensors and is protected by United States and international copyright, trademark, and other intellectual property laws.

15. Dispute Resolution

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws provisions.

15.2 Mediation

Any dispute arising under these Terms shall first be submitted to non-binding mediation in Hennepin County, Minnesota, before initiating litigation. Both parties agree to participate in good faith in mediation for a period of at least thirty (30) days.

15.3 Jurisdiction

If mediation does not resolve the dispute, the parties consent to the exclusive jurisdiction of the state and federal courts located in Hennepin County, Minnesota.

16. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from events beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, pandemics, government actions, power failures, internet service disruptions, cyberattacks, or labor disputes.

17. Non-Solicitation

During the term of any Service Agreement and for a period of twelve (12) months following its termination, neither party shall directly solicit or hire any employee or contractor of the other party who was involved in the engagement, without the prior written consent of the other party.

18. Modifications

Scenic Markets LLC reserves the right to modify these Terms at any time. Material changes will be posted on this page with an updated "Last Updated" date. Your continued use of the Website or Services after any modifications constitutes acceptance of the revised Terms. We encourage you to review these Terms periodically.

19. Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

20. Entire Agreement

These Terms, together with our Privacy Policy, Refund Policy, and any applicable Service Agreement, constitute the entire agreement between you and Scenic Markets LLC with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

21. Contact Us

If you have any questions about these Terms and Conditions, please contact us:

Scenic Markets LLC
1250 Wayzata Blvd E, Ste 1 5124, Wayzata, MN 55391
Email: [email protected]
Phone: +1-763-496-9308
Fax: +1-952-476-7088