Terms of Service

01Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of all services, programs, materials, digital content, workshops, and related offerings provided by Deep Afternoon ("we," "us," or "our") through our website and digital platforms. By accessing our website, submitting an inquiry, entering into a service agreement, or using any of our educational materials, you agree to be bound by these Terms in their entirety.

If you do not agree to these Terms, you may not use our services. We encourage you to read this document carefully before engaging with us. These Terms apply to all visitors, clients, workshop participants, and any other individuals who access or use our services in any capacity.

By clicking "I Agree," submitting a project inquiry, signing a service agreement, or otherwise engaging with Deep Afternoon in a transactional capacity, you represent that you have read, understood, and accepted these Terms, and that you have the legal authority to enter into a binding agreement on behalf of yourself or the organization you represent.

02Description of Services

Deep Afternoon provides educational design services delivered entirely through digital platforms. Our current service offerings include the following categories, each described in greater detail on our website and in individual service agreements:

• Guided Knowledge Exploration Programs: The design and delivery of structured, sequential digital learning pathways for self-directed study of complex subjects, including the preparation of learning sequences, reference materials, and self-assessment prompts.
• Reflective Learning Workshops: Live, online facilitated sessions conducted in small groups, focused on developing analytical thinking habits through structured educational discussion. These sessions are not lectures or courses; they are moderated learning conversations.
• Digital Study Resource Libraries: The creation of custom digital collections of learning materials, including curated reference guides, annotated reading lists, downloadable worksheets, and organized educational archives tailored to defined subject domains.
• Self-Paced Educational Content Support (Retainer): Ongoing monthly engagements involving the development, structuring, revision, and adaptation of asynchronous educational content for web and mobile environments.

The specific scope, deliverables, timeline, and pricing of each engagement are defined in a separate written service agreement or project brief, which forms part of the contractual relationship between Deep Afternoon and the client. In the event of any conflict between these Terms and a specific service agreement, the terms of the service agreement shall prevail with respect to that particular engagement.

03Educational Nature of Services

Deep Afternoon is not an accredited educational institution. We do not grant academic degrees, diplomas, professional certifications, or licenses of any kind. All services we provide are strictly educational in character, designed to support the intellectual development, analytical capacity, and self-directed learning abilities of our clients and their audiences.

Completion of any program, pathway, workshop, or engagement with Deep Afternoon does not constitute academic credit, professional qualification, or any form of regulated credential. Clients should not represent Deep Afternoon's services to third parties as conferring certification or accreditation of any kind.

The educational materials and programs we design are intended to facilitate genuine learning and intellectual growth. They are not a substitute for formal professional training, licensure, or academic instruction where such credentials are required by law, regulation, or professional standards in any given field.

By engaging with Deep Afternoon, you acknowledge that you understand and accept the non-credentialing nature of our services, and that you will not misrepresent the nature of any engagement or material to any third party, employer, licensing body, or regulatory authority.

04Eligibility and Account Responsibility

To engage with Deep Afternoon's services, you must be at least 18 years of age or the age of majority in your jurisdiction, whichever is greater. You must also have the legal capacity to enter into binding contracts under the laws applicable to you.

If you are engaging on behalf of an organization, company, institution, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and that the entity accepts these Terms. In such cases, "you" in these Terms refers to both the individual and the entity.

You are responsible for maintaining the confidentiality of any login credentials, access links, or proprietary materials shared with you in connection with your engagement. You agree to notify us immediately if you become aware of any unauthorized access to or use of your engagement materials.

05Fees, Payment, and Billing

The fees applicable to each service engagement are specified in the relevant service agreement or project brief. General pricing ranges published on our website are indicative only and do not constitute binding offers. Final pricing is determined after a thorough scope assessment and is documented in a written agreement prior to commencement of work.

Payment terms are as follows unless otherwise specified in the service agreement:

• A deposit of 50% of the agreed fee is due prior to commencement of work on project-based engagements.
• The remaining balance is due upon delivery of final materials, or within 14 calendar days of the invoice date, whichever is earlier.
• For retainer engagements, invoices are issued on the first business day of each calendar month and are due within 14 calendar days.
• Late payments accrue interest at a rate of 1.5% per month on the outstanding balance, beginning on the 15th day following the invoice due date.
• All fees are quoted and payable in US Dollars unless otherwise specified in the service agreement.

Payments are processed through secure third-party payment processors. Deep Afternoon does not store payment card information on its own systems. Clients are responsible for any bank charges, currency conversion fees, or wire transfer fees associated with payment.

06Intellectual Property Rights

All original content, learning pathway architectures, editorial frameworks, session structures, facilitation methodologies, and written materials created by Deep Afternoon in the course of an engagement are the intellectual property of Deep Afternoon until full payment has been received. Upon receipt of full payment, ownership of the deliverables specified in the service agreement transfers to the client, subject to the limitations described below.

Deep Afternoon retains ownership of all underlying methodologies, frameworks, structural approaches, and proprietary systems used in the creation of client deliverables, regardless of payment. Clients receive a license to use the delivered materials for their stated educational purposes; they do not receive rights to the underlying systems or approaches.

Clients may not resell, sublicense, redistribute, or represent Deep Afternoon's methodologies or frameworks as their own. All materials shared in the course of an engagement — including preliminary drafts, session recordings, and internal process documents — are confidential and may not be disclosed to third parties without prior written consent.

07Permitted and Prohibited Use

You may use Deep Afternoon's services and materials for the following purposes:

• Internal educational use within your organization, for the learning and development of authorized individuals
• Delivery of learning programs to an audience as described and agreed in your service agreement
• Self-directed study and personal intellectual development
• Integration into your own educational platform or program, subject to the limitations of your service agreement

The following uses are strictly prohibited:

• Resale or commercial redistribution of materials without explicit written license
• Misrepresentation of Deep Afternoon's materials as your own original work
• Claiming that completion of any Deep Afternoon program confers accreditation, certification, or professional licensure
• Use of materials in any way that violates applicable laws, regulations, or the rights of third parties
• Unauthorized reproduction, modification, or adaptation of materials beyond the scope of your service agreement

08Limitation of Liability

To the fullest extent permitted by applicable law, Deep Afternoon shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising from or related to your use of our services, including but not limited to lost profits, lost data, business interruption, loss of goodwill, or the cost of substitute services, even if Deep Afternoon has been advised of the possibility of such damages.

Deep Afternoon's total cumulative liability to any client for any claim arising out of or related to a specific engagement shall not exceed the total fees paid by the client to Deep Afternoon for that specific engagement during the twelve-month period immediately preceding the event giving rise to the claim.

These limitations apply regardless of the legal theory on which the claim is based — whether in contract, tort, strict liability, or otherwise. Some jurisdictions do not allow certain limitations on liability, and in such cases these limitations apply to the maximum extent permitted by law.

09Disclaimer of Warranties

Deep Afternoon provides services "as is" and "as available," without warranty of any kind, express or implied. We do not warrant that our services will be uninterrupted, error-free, or completely secure. We do not warrant that our educational materials will produce specific learning outcomes, career results, income, professional advancement, or any other result.

We disclaim all warranties of merchantability, fitness for a particular purpose, and non-infringement to the fullest extent permitted by applicable law. Any reliance you place on information or materials provided through our services is at your own risk.

10Third-Party Platforms and Tools

Deep Afternoon may deliver services through or in conjunction with third-party platforms, including but not limited to video conferencing tools, document sharing platforms, and learning management systems. We are not responsible for the terms, privacy practices, security, or availability of these third-party services.

Clients are responsible for ensuring they have the necessary accounts, permissions, and technology to access services delivered through third-party platforms. Deep Afternoon will communicate platform requirements in advance of any engagement that requires specific third-party access.

11Modifications to Services or Terms

Deep Afternoon reserves the right to modify, update, or discontinue any service, program, or offering at any time, with reasonable notice where practicable. We also reserve the right to amend these Terms at any time. When we make material changes, we will update the "Last Updated" date at the top of this document and, where appropriate, notify active clients directly.

Your continued use of our services following the effective date of any modification constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you should discontinue use of our services and notify us in writing.

12Termination

Either party may terminate a service engagement by providing written notice in accordance with the terms of the applicable service agreement. Deep Afternoon reserves the right to suspend or terminate services immediately and without prior notice in cases of material breach of these Terms, non-payment, or conduct that we determine, in our reasonable judgment, to be harmful to the integrity of our services or the rights of other parties.

Upon termination, fees for work completed prior to the termination date remain due and payable. Provisions of these Terms that by their nature should survive termination — including intellectual property rights, limitation of liability, disclaimer of warranties, and governing law — shall survive termination.

13Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Commonwealth of Kentucky, United States, without regard to its conflict of laws principles. Any dispute arising from or related to these Terms or our services shall be resolved first through good-faith negotiation between the parties.

If a dispute cannot be resolved through negotiation within 30 days of written notice, the parties agree to submit the dispute to binding arbitration administered in Jefferson County, Kentucky, in accordance with the rules of the American Arbitration Association. Each party shall bear its own costs and attorneys' fees unless the arbitrator determines otherwise.

Nothing in this section shall prevent either party from seeking emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.

14Contact Information