PrivateChief Service Agreement

1. Parties and scope

This PrivateChief Service Agreement (the “Agreement”) is between Archieboy Holdings, LLC, doing business as PrivateChief (“PrivateChief,” “we,” “us”), and the adult person or legal entity identified in the applicable order summary (“Customer,” “you”). If Customer is an entity, the signer represents that the signer has authority to bind it. If an order summary expressly conflicts with this Agreement, the order summary controls only for the service, equipment, price, premises, support level, and other details it specifically changes.

2. The Service

PrivateChief is a managed AI service operating primarily from a customer-site computer appliance. Personal service provides a separately named Personal Chief for household and personal work. Business service provides a separately named Business Chief for the company or practice. When Customer purchases both, the Chiefs remain separate and use distinct permissions, memories, workspaces, connected accounts, and operating contexts.

The Service may include applications, wall units, voice and camera features, memory, documents, projects, communications, bookkeeping assistance, integrations, monitoring, software updates, encrypted recovery backups, and support. The order summary identifies the purchased plan. Features evolve; we may improve or replace a feature while preserving the material value of the purchased plan.

3. Equipment, premises, and installation

The order summary identifies purchased, Customer-supplied, or separately quoted equipment. Unless expressly stated otherwise, third-party equipment remains subject to its manufacturer or seller warranty. Customer will provide suitable power, internet service, networking access, a safe equipment location, and authorized access to the installation premises. A Business appliance may operate in an authorized home office. We will obtain approval before drilling or permanent mounting. Customer is responsible for landlord, employer, association, and property-owner permission.

4. AI capacity and third-party subscriptions

Customer chooses how the reasoning capacity behind its Chief is supplied, and the order summary records that choice. This choice is available on Personal, Business, and combined service alike.

Under the Customer-provided arrangement, Customer maintains its own compatible paid OpenAI account, paid directly to that provider and governed by that provider’s terms. PrivateChief does not bill Customer for reasoning work performed on that account. Under the PrivateChief-managed arrangement, PrivateChief supplies metered OpenAI capacity and bills it to Customer as a usage charge under Section 5, so that Customer receives a single invoice from PrivateChief. Customer may move between arrangements on reasonable notice. OpenAI is the supported provider; PrivateChief may approve additional providers and will identify any such change in the order summary or by notice.

Under either arrangement, the Service also uses metered AI capacity for functions other than reasoning — voice being the principal one — and that capacity is billed as a usage charge under Section 5 regardless of which arrangement Customer selects. Customer’s Chief will not be operated on an AI account belonging to PrivateChief personnel or to another customer. Provider limits, outages, model changes, and acceptable-use rules may affect availability. PrivateChief may require a different compatible plan when a provider materially changes its service.

Connected services such as Plaid, email, calendars, messaging, cloud storage, and home-control providers are governed by their own terms. Customer authorizes PrivateChief to exchange the minimum information reasonably needed to provide each enabled integration.

5. Fees, recurring billing, AI usage charges, renewal, and taxes

The order summary states every setup fee, equipment charge or estimate, recurring platform fee, applicable discount, billing interval, initial billing date, and any usage or account limit known when the order is accepted. Unless the order summary says otherwise, service renews month to month until cancelled. Customer authorizes the stated recurring charges to the selected payment method.

What the platform fee covers. The recurring platform fee covers the managed service: the customer-site appliance and its software, monitoring, updates, encrypted recovery backups, support, and PrivateChief’s ongoing care of the household or company. It does not cover the AI provider capacity the Service consumes on Customer’s behalf.

AI usage charges. In addition to the platform fee, Customer pays a usage charge for the AI provider capacity consumed by Customer’s Chief. The usage charge is the actual metered amount those providers bill PrivateChief for work performed for Customer, plus a thirty percent administration margin. There is no minimum, no included allowance, and no cap. A quiet month produces a small charge; heavy use of voice, research, or document work produces a larger one.

When usage is billed. Usage charges are billed one month in arrears. Each invoice carries the platform fee for the coming period together with the usage charge for the period just ended, as a separate line on the same invoice. Customer’s first invoice therefore contains no usage charge, and usage first appears on the second invoice.

How usage is measured and reviewed. Usage is measured by PrivateChief’s usage ledger, which records calls, tokens, and provider cost for each workspace each month. Customer may view its own household’s or company’s usage in the customer portal while the month is in progress, and may request the detail behind any usage line. If Customer disputes a usage charge in good faith within sixty days of the invoice date, PrivateChief will provide the underlying records and correct any error it finds.

Provider prices and the administration margin. Because usage is passed through at cost, a change in an AI provider’s published prices changes Customer’s usage charge without separate notice, and may increase or decrease what Customer pays. That is the nature of a pass-through charge. PrivateChief will give clear advance written notice before increasing the recurring platform fee or the thirty percent administration margin. Where applicable law requires consent, an increase will not take effect without affirmative consent.

Where Customer has selected the Customer-provided arrangement under Section 4, that provider bills Customer directly and reasoning work performed on Customer’s own account is not included in the usage charge. Metered capacity used for other functions, including voice, remains subject to the usage charge. Customer is responsible for applicable sales, use, or similar taxes other than taxes based on PrivateChief’s income.

6. Cancellation and suspension

You may cancel at any time through the customer portal when that control is available or by emailing hello@privatechief.com. Cancellation is effective before the next renewal when received before that charge. There is no cancellation fee; service ordinarily continues through the paid period. On request, we will acknowledge cancellation in writing.

We may suspend an affected feature or the Service for nonpayment, unlawful use, material security risk, or material breach. When practical, we will provide notice and an opportunity to cure. Immediate suspension is permitted when reasonably necessary to prevent harm, unauthorized disclosure, or system compromise.

7. Personal-service authority, household members, children, and guests

The Personal customer represents that the customer is at least eighteen, has authority for the premises, and will obtain informed permission from each participating adult before enrolling that person’s face, voice, private accounts, or personal memory. A parent or legal guardian must authorize a minor’s participation and data processing and may review or request deletion of the minor’s information.

Customer will provide clear notice to visitors where microphone- or camera-enabled features operate. The Service may not be used for secret recording or surveillance or installed in bathrooms, changing areas, guest bedrooms, or other places where a person reasonably expects seclusion. Bedroom use requires a separately documented placement and privacy decision.

8. Business-service authority and members

The Business customer controls who may join the Business workspace and which roles, tools, accounts, customers, and records each member may access. Customer is responsible for its employee, contractor, customer, confidentiality, monitoring, workplace-notice, records-retention, and industry obligations. PrivateChief is not Customer’s legal, compliance, human-resources, accounting, investment, medical, or information-security adviser.

Customer will not place regulated or unusually sensitive data into the Service unless the order summary or a written addendum expressly authorizes that data and the necessary controls. PrivateChief may decline or restrict uses involving protected health information, payment-card storage, government-classified information, high-risk financial activity, law-enforcement surveillance, or other regulated work.

9. Voice, camera, memory, and connected data

Depending on enabled features, the Service may process microphone audio, camera frames, names, recognition signals, device information, commands, transcripts, summaries, preferences, schedules, documents, communications, transaction data, and connected-account content. Recognition references and the working private memory are designed to remain on the customer-site appliance. Limited content and context may be sent to contracted AI and infrastructure providers to answer or carry out a request.

Customer decides which optional accounts and capabilities to connect. PrivateChief will not intentionally use private Customer content for targeted advertising or sell personal information. Additional details appear in the Privacy Policy and Data Processing Addendum.

10. Remote administration, security, and backups

Customer authorizes authenticated remote access by PrivateChief personnel and service accounts to install, configure, monitor, secure, diagnose, update, back up, recover, and support the Service. Access is limited to authorized purposes and logged where technically feasible. PrivateChief maintains reasonable safeguards appropriate to the Service, including access controls, encrypted connections, protected credentials, monitoring, and encrypted recovery backups.

No connected system is perfectly secure. Customer will protect credentials, maintain physical security and network service, install critical client-device updates, and promptly report suspected unauthorized access. We will investigate suspected incidents and provide notices required by applicable law.

11. Communications, transactions, and consequential actions

The Service may research, draft, organize, monitor, or prepare actions. Unless Customer grants a specific standing authorization through an available control, PrivateChief will seek contemporaneous confirmation before finally sending an external communication, making a purchase, transferring money, changing legal or financial records, granting access, unlocking an entry, or taking another consequential action. We may impose lower limits or human review when identity, authority, safety, legality, or intent is uncertain.

Customer is responsible for reviewing important outputs and for charges, filings, merchant terms, tax treatment, and decisions Customer approves. Bookkeeping features organize available records and questions; they do not replace review by a qualified accountant or tax professional.

12. AI limitations and safety exclusions

AI output can be incomplete, delayed, or wrong. The Service is not an emergency-response service, alarm, fire or carbon-monoxide detector, medical device, child or elder monitor, professional security system, or substitute for licensed medical, legal, accounting, tax, financial, investment, or other professional advice. Do not rely on it to contact emergency services, meet a legal deadline without verification, or prevent injury, loss, or property damage.

13. Acceptable use

Customer will use the Service lawfully and will not use it to secretly record, stalk, discriminate, harass, impersonate, deceive, infringe rights, compromise a system, evade a safety control, distribute malware, facilitate violence, conduct prohibited surveillance, or create unlawful sexual or exploitative material. Customer will not resell, reverse engineer, or provide unauthorized third-party access to PrivateChief software or administration systems.

14. Ownership and limited license

Customer retains its rights in Customer-provided content and Customer-owned equipment. PrivateChief and its licensors retain their software, models, workflows, documentation, designs, trademarks, and service methods. During the paid term, PrivateChief grants Customer a limited, nonexclusive, nontransferable license to use supplied software solely with the authorized Service. Customer grants PrivateChief the limited rights needed to process Customer content to provide, secure, support, and recover the Service.

15. Confidentiality and Business data

Each party will protect the other party’s nonpublic information using reasonable care and use it only to perform or receive the Service. Confidential information excludes information lawfully known without restriction, independently developed, rightfully received from another source, or made public without breach. A legally compelled disclosure is permitted after notice when legally allowed. Business personal-data processing is further governed by the Data Processing Addendum.

16. Support and service changes

Support is provided through the Chief, customer portal, and hello@privatechief.com. Unless the order summary states a specific service level, support is monitored during normal PrivateChief operating hours and response times are targets, not guarantees. PrivateChief may install security and reliability updates automatically. Planned changes that materially affect Customer use will be communicated when practical.

17. Export, offboarding, and deletion

On request made before disconnection, PrivateChief will provide a reasonably usable export of supported Customer data. During offboarding we will revoke remote access, invalidate PrivateChief service credentials, disconnect integrations under our control, and document Customer-owned equipment disposition. Centrally held live Customer content will be deleted or de-identified within thirty days after completed offboarding unless law, fraud prevention, accounting, security investigation, or dispute preservation requires longer retention. Encrypted backups expire under the published retention schedule and are not restored for ordinary access after deletion.

18. Warranties and disclaimers

PrivateChief warrants that it will provide the managed Service with reasonable care and skill. Customer’s first remedy for a breach of that promise is reasonable correction or re-performance. Except for that promise and rights that cannot lawfully be waived, the Service is provided “as is” and “as available,” without a guarantee that it will be uninterrupted, error-free, compatible with every third-party service, or suitable for every purpose.

19. Limitation of liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or lost profits, revenues, goodwill, or data, arising from the Service. PrivateChief’s aggregate liability arising from the Service will not exceed the greater of $1,000 or the Service fees Customer paid during the six months before the event giving rise to the claim.

These limitations do not apply where prohibited by law and do not limit liability for fraud, willful misconduct, gross negligence, infringement, breach of confidentiality, a party’s violation of another person’s privacy rights, or obligations that cannot legally be limited.

20. Indemnity for unauthorized Customer use

To the extent permitted by law, a Business customer will defend and indemnify PrivateChief against third-party claims arising from Customer content, Customer’s unlawful instructions, Customer’s failure to obtain required workplace or data-subject authorization, or Customer’s material violation of Section 13. This does not apply to the extent the claim was caused by PrivateChief’s breach, negligence, or unlawful conduct.

21. Claims, governing law, and venue

Massachusetts law governs without overriding nonwaivable protections of the jurisdiction where a consumer resides. Before filing a claim, each party will give the other a written description and thirty days to attempt a good-faith resolution, unless urgent injunctive relief is reasonably necessary. A court proceeding may be brought in a state or federal court with jurisdiction in Massachusetts. This Agreement does not require arbitration or waive participation in a class action.

22. Notices, changes, assignment, and general terms

Operational notices may be sent through the portal or to the account email. Legal notices to PrivateChief may be sent to hello@privatechief.com and Archieboy Holdings, LLC, 771 Boston Post Rd STE 11 #1006, Marlborough, MA 01752. We will give advance notice of material Agreement changes and request renewed acceptance when required. Customer may not assign this Agreement without our written consent. PrivateChief may assign it in a merger, reorganization, financing, or sale if the successor assumes its obligations.

If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder will continue. Delay in enforcement is not a waiver. Headings are for convenience. Electronic records and counterparts are permitted.

23. Electronic acceptance

Customer may accept electronically after opening this Agreement and reviewing the secure order summary. The acceptance record identifies the Agreement version and document hash, order reference, product and plan, signer’s typed name and account, date and time, network address, browser or device information, and affirmative consent selections. Customer may retain this page and request its acceptance record.