Terms of Service

Effective Date: June 10, 2025

These Terms of Service ("Terms") govern your use of AI MARKETING SALES LLC and the services we provide, including but not limited to messaging and communication services (the "Services"). By accessing or using our website and Services, you agree to comply with and be bound by these Terms.

1. General Conditions

By using our website and Services, you represent and warrant that:

You are at least 18 years old, or the legal age of majority in your jurisdiction .You agree to provide accurate and complete information and maintain the accuracy of such information.You agree to comply with all applicable local, state, and federal laws, including but not limited to those related to telecommunications, data privacy, and messaging.

2. A2P Messaging Compliance

If you use our Services for Application-to-Person (A2P) messaging, including SMS, email, or other communication methods, you must comply with all relevant laws and regulations, including:

Telephone Consumer Protection Act (TCPA): You must obtain prior express written consent from recipients before sending any promotional or marketing messages, including SMS and voice calls. Consent must be clear and transparent.CAN-SPAM Act: You must provide recipients with a clear and easy way to opt-out of receiving marketing communications, such as an unsubscribe link in emails. Additionally, you must not send unsolicited or misleading messages.Consumer Consent: If you are collecting user consent for A2P messaging, such consent must be provided voluntarily, and users must be fully informed of what messages they will receive. You agree to maintain proper documentation of consent.Message Content and Frequency: You agree not to send automated or unsolicited messages that are intrusive or irrelevant. The frequency of messages should be reasonable and comply with any service-specific regulations.

3. User Responsibilities

You agree that you will:

Only send messages to recipients who have opted in and agreed to receive communication from you.Maintain up-to-date records of opt-in and opt-out requests, ensuring you do not send messages to individuals who have opted out.Provide recipients with clear instructions on how they can opt-out of receiving further communications from you. Opt-out instructions must be easy to understand and action.Ensure that your messaging practices do not violate any applicable anti-spam, privacy, or data protection laws.

4. Prohibited Content

You are prohibited from using our Services to send:

Any form of illegal, harmful, or harassing content.Content that infringes upon the intellectual property rights of others.Spam, phishing messages, or unsolicited marketing.Any content that may be deemed as deceptive, false, or misleading.

5. Opt-Out Mechanism

If you are using A2P messaging, we require you to include a clear and easy-to-use opt-out mechanism (such as an unsubscribe link or SMS "STOP" command) in every communication. Upon receiving a valid opt-out request, you must promptly remove the individual from your messaging list.

6. Data Privacy and Security

We are committed to protecting your privacy and ensuring the security of personal data. Any personal information you provide, including contact details for A2P messaging, will be processed in accordance with our [Privacy Policy]. You agree to comply with applicable data protection laws, including GDPR (if applicable) and CCPA (if applicable).

7. Third-Party Services

If you use third-party services (e.g., SMS providers or email services) to send A2P messages, you agree that:

You are responsible for ensuring that those third parties are also compliant with A2P regulations and applicable laws.You will not hold us liable for any actions or non-compliance by third-party service providers.

8. Limitation of Liability

To the fullest extent permitted by law, AI MARKETING SALES LLC will not be liable for any indirect, incidental, special, or consequential damages, including but not limited to lost profits or business opportunities, arising from your use or inability to use our Services, including A2P messaging.

9. Indemnification

You agree to indemnify, defend, and hold harmless AI MARKETING SALES LLC, its affiliates, employees, agents, and partners from and against any claims, damages, liabilities, or expenses arising from your violation of these Terms or any applicable laws, including but not limited to A2P messaging regulations.

10. Changes to Terms

We may update or modify these Terms at any time. When we do, we will post the revised Terms on our website, and the changes will be effective immediately upon posting. Your continued use of the Services after such changes constitutes your acceptance of the updated Terms.

11. Termination

We reserve the right to suspend or terminate your access to our Services at any time, without notice, for violations of these Terms or any applicable laws, including those governing A2P messaging.

12. Governing Law

These Terms are governed by and construed in accordance with the laws of OHIO Any dispute arising under these Terms will be resolved exclusively in the courts located in OHIO.

If you have any questions about these Terms of Service, please contact us at [email protected]

13 Acceptable Use & Telemarketing Compliance

1.1 Lawful Use Only. Customer shall not use the Services in any manner that violates applicable federal, state, or local law; infringes third‑party rights; or interferes with network integrity.1.2 Relevant Laws. Laws and regulations that may apply to calls or text messages sent using the Services include, without limitation, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Telephone Consumer Protection Act (47 U.S.C. § 227), the Telemarketing Sales Rule (16 C.F.R. Part 310), the Federal Communications Commission’s regulations implementing the TCPA, the Federal Trade Commission Act, state telemarketing statutes, federal and state anti‑wiretapping or call‑recording laws, and any national or state Do‑Not‑Call ("DNC") rules (collectively, the “Telemarketing Laws”).1.3 Possible Requirements. Depending on the jurisdiction and the nature of the call, the Telemarketing Laws may require, among other things, that you:

Obtain prior express (or written) consent before making auto‑dialed, prerecorded, or AI‑generated calls or texts;Maintain records or other documentation of such consent (which may need to be in writing for certain call types);Avoid altering caller‑ID information with intent to defraud, cause harm, or wrongfully obtain anything of value;Provide an automated, interactive opt‑out mechanism at the outset of any prerecorded or AI telemarketing message;Provide an AI‑voice disclosure at the start of the call;Notify parties that the call is being recorded and, where required, obtain prior express consent and disclose the use of third‑party analytics vendors;Refrain from calling before 8:00 a.m. or after 9:00 p.m. in the called party’s local time; andRefrain from calling numbers listed on national, state, or company‑specific DNC registries.

1.4 Consent Records. Where consumer consent is legally required, Customer must maintain proof of the required level of consent for at least five (5) years—or such longer period as the applicable Telemarketing Laws specify—and must furnish such proof to Company within three (3) business days of request.1.5 DNC Scrubbing. If the Telemarketing Laws require DNC compliance, Customer must ensure that its dialing systems are programmed to scrub numbers against the applicable federal, state, and internal DNC lists at least every thirty‑one (31) days.1.6 Prohibited Content & Voice Rights. Customer shall not use the Services to transmit unlawful, deceptive, obscene, harassing, or fraudulent content, including make‑money‑fast schemes, pyramid or Ponzi schemes, phishing, or impersonation of a real person without consent. Customer shall use only voices for which it possesses sufficient legal rights and shall not use a real person’s voice (or a deceptively similar voice) without that person’s express written authorization.1.7 KYC Cooperation. Upon Company’s request, Customer shall promptly provide documentary proof of consent records and reasonable information necessary for Company to verify Customer’s identity and compliance with this Exhibit.

14 Audit & Suspension & Suspension

Company may audit Customer’s compliance with this Exhibit and may suspend, terminate, or throttle the Services upon reasonable suspicion of non‑compliance or upon receipt of a credible consumer, carrier, or regulatory complaint.

15 Indemnification

Customer shall defend, indemnify, and hold harmless Company, its Affiliates, and their respective officers, directors, employees, and agents from and against all claims, damages, fines, penalties, and expenses (including reasonable attorneys’ fees) arising out of or relating to Customer’s use of the Services or breach of this Exhibit.

16 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.

17 Limitation of Liability

COMPANY’S AGGREGATE LIABILITY UNDER THIS EXHIBIT SHALL NOT EXCEED THE GREATER OF (i) THE AMOUNTS PAID FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE SIX (6) MONTHS BEFORE THE LIABILITY AROSE OR (ii) ONE‑HUNDRED U.S. DOLLARS (US $100). COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES.

18. Fair Use of Software

You agree to use our AI services in a responsible and lawful manner. You are solely responsible for ensuring that your use of the services complies with all applicable laws, regulations, and ethical guidelines. You will not use the services for any illegal, harmful, or unethical activities, including—but not limited to—generating malicious content, infringing intellectual‑property rights, or violating others’ privacy.

19. Subscription Pricing and Changes

The pricing for your subscription is as stated at the time of purchase. However, the Provider reserves the right to modify subscription fees at any time. We will provide you with reasonable advance notice of any price changes, and the updated fees will apply to your subsequent billing cycles. Your continued use of the services after the notice period constitutes your acceptance of the new pricing.

20. Data Protection and AI Training

We are committed to protecting your data in accordance with our Privacy Policy. You acknowledge and agree that the data you input into our AI system may be used to further develop, train, and improve the AI models and our services. We will take commercially reasonable measures to anonymize and aggregate data where appropriate for training purposes.

21. Cancellation

You may cancel your subscription at any time. The cancellation will be effective at the end of your current billing cycle, and you will not receive a refund for any unused portion of the subscription.

22. Termination by Provider

Provider may suspend or terminate your access, with notice, for any reason—including violation of these Terms, non‑payment, or concerns about system security or integrity.

23 Client On‑Boarding Responsibilities and Delivery Timelines

The efficient onboarding of the Client is crucial for the timely delivery of our AI services. The Client agrees to provide all necessary information, access, and approvals required by the Provider for the setup and deployment of the AI Agent(s) promptly.

As a pre-condition to the activation of any AI Agent(s) or the commencement of live campaigns ("Go-Live"), Client must first complete and execute the Use-Case Statement, which shall be attached as Exhibit A. Provider shall have no obligation to provide any Services until Exhibit A is fully executed by both parties.

Any delays in the Client's handover of information or completion of required onboarding steps may result in a corresponding delay in the delivery timelines for the AI services. The Provider will not be held responsible for delays in delivery directly caused by the Client's failure to adhere to the agreed-upon onboarding schedule and information requirements.

24 Intellectual Property

All intellectual‑property rights in and to the AI services—including but not limited to underlying software, algorithms, models, and improvements—belong exclusively to Provider. Your subscription grants you a non‑exclusive, non‑transferable, revocable licence to use the services solely for your internal business purposes, subject to these Terms. The Implementation IP defined in §15 is subject to §§15–16; nothing in this §8 grants Client any ownership interest therein. You will not reverse‑engineer, decompile, or otherwise access source code.

25 Disclaimer of Liability

You agree that use of our AI services is at your sole risk. To the maximum extent permitted by law, Provider is not liable for any direct, indirect, incidental, consequential, special, or exemplary damages (including loss of profits, data, goodwill, or other intangible losses) arising out of or relating to your use or inability to use the services—even if advised of the possibility of such damages.

26. Acceptable Use & Telemarketing Compliance

26.1 Lawful Use Only. Client shall not use the Services in any manner that violates law, infringes third‑party rights, interferes with network integrity, or exceeds the Permitted Purpose and Use‑Case controls set out in §§17–18.

27.2 Relevant Laws. Laws that may apply include, without limitation, the Telephone Consumer Protection Act (47 U.S.C. § 227), Telemarketing Sales Rule (16 C.F.R. Part 310), FCC and FTC regulations, state anti‑wiretapping laws, and national or state Do‑Not‑Call ("DNC") rules (collectively, the “Telemarketing Laws”).

28. Intellectual Property

29. Disclaimer of Liability

30. Acceptable Use & Telemarketing Compliance

30.1 Lawful Use Only. Client shall not use the Services in any manner that violates law, infringes third‑party rights, interferes with network integrity, or exceeds the Permitted Purpose and Use‑Case controls set out in §§17–18.

30.2 Relevant Laws. Laws that may apply include, without limitation, the Telephone Consumer Protection Act (47 U.S.C. § 227), Telemarketing Sales Rule (16 C.F.R. Part 310), FCC and FTC regulations, state anti‑wiretapping laws, and national or state Do‑Not‑Call ("DNC") rules (collectively, the “Telemarketing Laws”).

31. Audit & Suspension

Provider may audit Client’s compliance with this Agreement and may suspend, throttle, or terminate the Services upon reasonable suspicion of non‑compliance or upon receipt of a credible consumer, carrier, or regulatory complaint. Suspension remains until Client provides a remediation plan and evidence of cure within three (3) business days.

32. Indemnification

Client shall defend, indemnify, and hold harmless Provider and its affiliates, and their officers, directors, employees, and agents from all claims, damages, fines, penalties, and expenses (including reasonable attorneys’ fees) arising out of or relating to Client’s use of the Services or breach of this Agreement. This indemnity is in addition to the Regulatory Indemnity in §20.

33. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PROVIDER DISCLAIMS ALL WARRANTIES—EXPRESS OR IMPLIED—including merchantability, fitness for a particular purpose, and non‑infringement.

34. Limitation of Liability

Provider’s aggregate liability under this Agreement shall not exceed the greater of (i) the amounts paid for the Services that gave rise to the claim during the six (6) months before the liability arose or (ii) US $100. Provider is not liable for any indirect, incidental, special, exemplary, or consequential damages. This limitation does not apply to Client’s obligations under §§16 (Confidentiality) or 20 (Regulatory Indemnity).

35. Implementation IP; Limited‑Use Rights

35.1 Definition. “Implementation IP” means Provider’s proprietary system design, integration methods, configuration files, prompt libraries, call/flow scripts, and related documentation describing how third‑party software is combined to deliver the Services. Third‑party software itself is excluded.

35.2 Ownership. Provider retains all right, title, and interest in the Implementation IP.

35.3 License. Provider grants Client a revocable, non‑transferable, non‑sublicensable licence to use the Implementation IP solely to operate the System for the Permitted Purpose (see §17). Client must obtain and maintain licences to underlying vendor tools.

36. Confidentiality & Non‑Disclosure

Implementation IP, pricing, usage data, and other non‑public information (“Confidential Information”) shall be kept confidential using at least reasonable care. Confidential Information may be used only to perform or receive the Services and disclosed only to personnel under like obligations. Obligations survive five (5) years; trade‑secret obligations survive as long as the information is a trade secret.

37. Permitted Purpose & Use‑Case Statement

37.1 Permitted Purpose. Contacting leads that (a) were generated via Client’s own advertising campaigns and (b) include documented consent to be contacted.

37.2 Use‑Case Statement. Provider will assist Client in drafting a written “Use‑Case Statement” (lead sources, consent flow, scripts, hours of contact, disclosures) which becomes Exhibit A once signed.

37.3 Changes. Any material d8. Change‑Control & Compliance Warranty

38.1 Advance Notice. Client must give five (5) business days’ prior written notice before adding a lead source, altering consent language, or materially modifying scripts.

38.2 Provider Approval. Provider may approve, reject, or condition changes to ensure compliance.

38.3 Quarterly Certification & Log Retention. On request (no more than quarterly), Client shall certify that all live campaigns match the latest Use‑Case Statement and shall retain, and share on request, complete call‑detail records and consent logs for at least five (5) years.

38.4 Compliance Warranty. Client warrants that every call, text, or email sent through the System complies with Telemarketing Laws and the Use‑Case Statement.

39. Remedies for Unauthorised Use

If Provider reasonably determines Client is operating outside the Permitted Purpose or violating Telemarketing Laws, Provider may:

(a) Immediate Suspension of any campaign or the entire Service;

(b) Cure Window—keep suspension until Client supplies remediation within three (3) business days;

(c) Disable or revoke licences/keys to Implementation IP;

(d) Terminate this Agreement if breach is uncured within ten (10) days, or immediately if uncureable;

(e) Seek injunctive relief without posting bond.

40. Regulatory Indemnity & Duty to Defend

Client shall defend, indemnify, and hold harmless Provider from any claims, investigations, fines, penalties, or demands (including reasonable attorneys’ fees and costs of responding to subpoenas, traceback, or regulatory inquiries) arising from Client’s unauthorised use or breach of Telemarketing Laws. Provider may participate in the defence with counsel of its choosing at its own expense. This obligation survives termination.

41. Surviving Limited‑Use Licence & No‑Agency

41.1 Conversion on Termination. Upon termination for any reason, the licence in §15 converts to a Surviving Limited‑Use Licence that is perpetual, non‑transferable, non‑sublicensable, and restricted to the last approved Use‑Case Statement. Provider has no further support or update obligations.

41.2 Archival Copy & Branding. Client may retain one archival back‑up copy of Implementation IP solely for the Surviving Limited‑Use Licence and shall remove Provider branding from post‑termination campaigns.

41.3 Independent Operator. The parties are independent contractors. Nothing herein creates an agency, partnership, or employment relationship.

42. Survival

§§15–22 and any accrued payment obligations survive termination or expiration of this Agreement.