Terms of Service

Terms of Service

Effective Date: 01/24/2024

This document is crucial for outlining your rights, obligations, and various stipulations, including limitations and exclusions that apply to you as a user of our services. Please review these terms thoroughly. This Agreement necessitates the use of arbitration for dispute resolution rather than jury trials or class actions.This Terms of Service Agreement (“Agreement”) forms a legally binding contract between you (“Customer”) and Provider (“Ai Speakly, LLC”). It governs your access to and use of our services. This Agreement takes effect when you click the “I accept” button below or by accessing or using the Services (“Effective Date”). By clicking on the “I Accept” button below or by accessing or using the Services you (a) acknowledge that you have read and understand this Agreement; (b) represent and warrant that you have the right, power, and authority to enter into this Agreement and, if entering into this Agreement for an organization, that you have the legal authority to bind that organization; and (c) accept this Agreement and agree that you are legally bound by its terms.If you do not agree to these terms, please select the “I Decline” button. Non-acceptance prohibits access and use of the Services.

Section 1: Definitions

1.1. Customer Data: Refers to all content, in any form or medium, provided by or for the Customer through the Services. This includes, but is not limited to, personal and demographic information, customer interactions, and analytics data, but excluding Aggregated Statistics, which is submitted, transmitted, or otherwise made available by or on behalf of the Customer through the use of the Services.

1.2. Documentation: Encompasses all written and electronic documentation, user manuals, handbooks, guides, and any other instructional or explanatory materials provided by the Provider in connection with the Services, including updates and revisions.

1.3. Provider IP: Means the proprietary technology, software, hardware, products, processes, algorithms, user interfaces, know-how, technologies, designs, and other tangible or intangible technical material or information made available to the Customer by the Provider as part of the Services, including any derivatives, improvements, enhancements, or extensions thereof conceived, reduced to practice, or developed during the term of this Agreement.

1.4. Services: Refers to the specific services provided by the Provider under this Agreement, as detailed on the Provider's website and any related web pages or platforms.

1.5. Authorized User: Means an individual who is an employee, agent, contractor, or representative of the Customer, who is authorized by the Customer to use the Services and has been supplied user identifications and passwords by the Customer (or by the Provider at the Customer's request).

1.6. Third-Party Products: Refers to any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.

Section 2: Access and Use Provisions

2.1. Provision of Access: Subject to and conditioned on your payment of Fees and compliance with all other terms of this Agreement, Provider hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to use the Services during the Term solely for your internal business operations by Authorized Users under the terms of this Agreement. Provider shall provide you the necessary passwords and access credentials to allow you to access the Services. All deliverables of the Services are created and delivered in full immediately after your scheduled onboarding and can be accessed by logging into your CRM account. The Provider reserves the right to modify the means of access at any time for security or operational reasons.

2.2. Use Restrictions: The Customer agrees not to use the Services or Documentation for any purposes beyond the scope of the access granted in this Agreement. Specifically, the Customer shall not (i) copy, modify, or create derivative works of the Services or Documentation; (ii) reverse engineer, disassemble, or decompile the Services or attempt to gain unauthorized access to the Provider's underlying technology; (iii) use the Services for the benefit of any third party, including through any rental, lease, timesharing, service bureau, hosting service, or other arrangement; (iv) remove any proprietary notices or labels on the Services or Documentation; or (v) use the Services or Documentation in any way that violates applicable laws or regulations.

Section 3: Compilation and Use of Aggregated Data

3.1. Data Monitoring and Compilation: Notwithstanding any other provision in this Agreement, Provider reserves the right to monitor and analyze your usage of our Services. We may collect and compile various types of data and information regarding your use of the Services. This data, termed “Aggregated Data,” is used to create aggregated and anonymized statistical and performance insights. These insights are aimed at enhancing the provision and operation of our Services.

3.2. Ownership and Intellectual Property: All rights, titles, and interests in the Aggregated Data, along with any associated intellectual property rights, are exclusively retained by Provider. This ownership extends to all forms of Aggregated Data compiled by Provider.

3.3. Use of Aggregated Data: You acknowledge and agree that Provider is entitled to utilize the Aggregated Data for any legitimate business purpose. Such purposes may include, but are not limited to:    - Making Aggregated Data publicly available, provided such disclosure complies with relevant legal standards and does not disclose your confidential information or personally identifiable details.    - Utilizing Aggregated Data in ways that are permissible under applicable laws, ensuring that these statistics do not specifically identify you or disclose any of your Confidential Information.

By accepting this Agreement, you acknowledge your understanding that Provider’s compilation and use of Aggregated Data is a fundamental aspect of the Services offered.

Section 4: Fees and Payment Terms

4.1. Payment of Fees: Customer agrees to pay the fees ("Fees") as outlined on the sales page, adhering to the selected payment plan. All payments should be made in US dollars and must be completed on or before their respective due dates. Except as otherwise specified herein or in an order form (i) payment obligations are non-cancelable and fees paid are non-refundable, and (ii) the number of user subscriptions purchased cannot be decreased during the relevant subscription term. Subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for user subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.

4.2. Payment Authorization: You authorize Provider to charge the credit or debit card details provided by you according to the selected price and payment plan. By providing this authorization, you warrant that:   

 (a) The credit or debit card information you provide is accurate, complete, and current.    

(b) You are authorized to use the provided card for the purchase.    

(c) All charges incurred by you will be honored by your card issuer or bank.    - (d) You agree to pay the charged amount, including any applicable taxes, at the prices posted at the time of your order.

4.3. Payment Information Maintenance: It is the Customer's responsibility to provide current, complete, and accurate billing and credit card information and to promptly update this information as necessary to ensure that the charges are processed. The Customer agrees to promptly notify the Provider if their credit card is canceled (for example, for loss or theft) or if they become aware of a potential breach of security, such as the unauthorized disclosure or use of the Customer's username or password.

4.4. Consequences of Non-Payment: If you fail to make any payment when due:    

(a) Provider may impose an interest charge on the overdue amount at a rate of 2% per month (calculated daily and compounded monthly) or the highest rate permissible under applicable law, whichever is lower.   

(b) You shall be responsible for reimbursing Provider for any reasonable costs incurred in collecting late payments or interest, including attorneys' fees, court costs, and collection agency fees.  

(c) Should such non-payment continue for more than 10 days, Provider reserves the right to suspend your access, and that of any Authorized Users, to the Services as per Section 6.

4.5. Taxes and Assessments: All Fees and other amounts due under this Agreement are exclusive of taxes and similar assessments. You are responsible for all sales, use, excise taxes, and other similar charges levied by any federal, state, or local governmental authority on the amounts payable under this Agreement, excluding taxes imposed on Provider’s income.

4.6. To use the Services, you may be required to pay for Third-Party Products including but not limited to: 

(a) Advertising Fees: When utilizing Provider's Services for advertising purposes, you acknowledge that any expenditures for ad campaigns ("ad spend") are necessary for the operation of these ads. These advertising fees are paid directly to the advertising platforms and are not part of the fees paid to Provider.

(b) Domain Usage Fees:

    - If you choose to use a domain connected with Provider's Services, you are responsible for all associated fees.    

- For those opting to use Provider’s white label domains, a yearly domain usage fee of $10 is required. This fee will be charged to the payment method you provide. You have the option to discontinue this service at any time, but please be aware that this will result in loss of access to the white label domain.(c) Communication Service Fees:   

- You are responsible for all fees associated with messaging, calling, emails, voicemails, and phone number services required to use Provider 's Services.    

- If you do not have an account with a third-party Caller ID provider for these services, Provider  facilitates access to a dedicated Sub-Account for an additional $20 per month paid directly to Provider + Cost Per Phone Number.    

- Usage fees will be incurred for each sms, call, voicemail, and email sent, detailed in the billing section of the CRM.   

 - Your account will be charged in $10 increments for email, voice, and SMS credits, which can be reloaded as needed.   

 - You consent to Provider charging these fees to your provided payment method. These charges can be canceled at any time, but this will result in the loss of messaging and calling capabilities.

Section 5: Customer Data and Privacy

5.1. Customer Data: The Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. The Customer shall ensure that the Customer Data does not infringe upon any third party's intellectual property rights, and does not contain any libelous, tortious, or otherwise unlawful information. The Customer grants to the Provider a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, adapt, modify, translate, distribute, perform, and display the Customer Data solely for the purpose of operating the Services.

5.2. Data Responsibility: Customer is responsible for the accuracy and legality of Customer Data and for ensuring that your use of the Services complies with applicable laws and this Agreement.

5.3. Privacy Policy: Our Privacy Policy, available on our website, governs the processing of personal data collected through the Services. You consent to the collection, use, and disclosure of information as outlined in this policy.

6. Suspension

6.1. Conditions for Suspension: Provider reserves the right to temporarily suspend the Customer’s and any Authorized User's access to any part or all of the Services under certain conditions. These conditions include, but are not limited to:

(i) Situations where Provider reasonably determines there is:

(A) A threat or attack on the Provider IP. (B) Use of the Provider IP by the Customer or Authorized User that disrupts or poses a security risk.

(C) Use of the Provider IP for fraudulent or illegal activities.

(D) Customer cessation of business operations, insolvency, bankruptcy, or similar proceedings.

(E) Legal prohibitions on Provider’s provision of the Services to the Customer.

(ii) Instances where a vendor critical to Provider’s services suspends or terminates Provider’s access to necessary third-party services or products.

(iii) Any other suspension conditions outlined in Section 6, referred to as a “Service Suspension.”

6.2. Monthly Service Fee: The use of Provider's services is subject to a monthly service fee. This fee is mandatory for continued access to and use of the services.

6.3. Suspension for Non-Payment: In the event of non-payment of the monthly service fee, Provider reserves the right to temporarily suspend the Customer’s access to the Services. Suspension for non-payment will occur if the monthly fee is not paid in full and within the specified payment terms.

6.4. Notification and Updates: Provider commits to using commercially reasonable efforts to notify the Customer promptly of any Service Suspension and to provide updates regarding the resumption of access to the Services.

6.5. Efforts to Resume Service: Provider will make reasonable efforts to resume access to the Services as quickly as possible once the reasons for the Service Suspension are resolved.

6.6. Liability Disclaimer: Provider shall not be liable for any damages, losses (including lost profits), or any other consequences incurred by the Customer or any Authorized User due to a Service Suspension.

Section 7: Customer Responsibilities

7.1. Adherence to Terms of Use: You are required to use the Services solely for lawful and appropriate activities and must comply with the Terms of Use (TOU) as outlined at https://aispeakly.com/ters_of_use/. This TOU, which may be updated from time to time, is incorporated by reference into this Agreement.

7.2. Account Responsibility: You bear full responsibility for all activities under your account, including actions by Authorized Users. A breach of this Agreement by an Authorized User will be considered a breach by you. Ensure all Authorized Users are aware of and adhere to the terms of this Agreement.

7.3. Ad Campaign and Funnel Templates: Provider provides templates for ads and funnels to assist in your marketing efforts. However, Provider does not manage or execute ad campaigns on your behalf. You are responsible for using these templates in accordance with platform guidelines and your marketing strategies. Assistance in circumventing platform restrictions is not provided.

7.4. Customer Data License: You grant Provider a non-exclusive, worldwide license to use, display, and manage Customer Data as necessary to provide the Services, including incorporation into Aggregated Statistics.

7.5. Security of Access Credentials: Customer is responsible for safeguarding your access credentials to the Services. These credentials must not be shared, sold, or transferred. Promptly notify Provider of any unauthorized access to your account.

7.6. Third-Party Products Access: The Services may allow access to Third-Party Products. Use these products only if you agree to their respective terms.

Section 8: Reservation of Rights

8.1. Retention of Rights: Provider expressly retains all rights that are not explicitly granted to the Customer within this Agreement. The rights and licenses granted to the Customer under this Agreement are limited and specific.

8.2. No Implied Grants: This Agreement does not, and should not be construed to, grant any rights or licenses, by implication, waiver, estoppel, or otherwise, to the Customer or any third party. This includes, but is not limited to, any intellectual property rights or any other right, title, or interest in or to Provider’s intellectual property (referred to as "Provider IP").

Section 9: Refund Policy and Chargebacks

9.1. Non-refundable Payments:

System Usage Fees:

(a) Payments to Provider are for system access and are required monthly, irrespective of usage levels.

(b) Immediate System Setup: System configuration begins instantly upon signup and is non-pausable and non-reversible.

(c) Final Sales: All sales are final. Refund requests are not standard practice and are typically not entertained, except under the limited refund conditions outlined below.

(d) Cancellation Terms: Service cancellation or suspension is viable only at the end of the current subscription period.

(e) No Chargebacks Allowed: You agree to refrain from initiating chargebacks on payments made to your credit/debit card for Provider services.

(f) Consequences of Chargebacks: In case of a chargeback, Provider reserves the right to retrieve the chargeback amount and an additional fee of $300. This may involve recharging your card or engaging collection services.

Section 10: Limited Refund

Eligibility10.1. To qualify for a limited refund from Provider, the following specific requirements must be met:

(i) Duration of Service Usage: The Services must have been actively used for a minimum of five months, but no more than six months and two weeks from the initial payment date.

(ii) Exceptions are made for system outages, account errors, or advertising account bans, which may extend this period appropriately.

(iii) Approval for Changes: Any intended changes to the provided ad campaigns, qualification questions, prompts, scripts, targeting settings, or media must receive prior written approval from Provider.

(iv) Advertising Spend Compliance: A minimum expenditure of $300 per month on advertising campaigns is mandatory. This spending should be exclusively for the campaigns provided or approved by Provider.

(v) Communication Protocol Adherence: All initial communications with leads must strictly follow the automated and scripted messages provided by Provider until a lead converts into a client or an agreement is signed.

(vi) Appointment Management: You must have attended all appointments received through the Services on time and done your best effort for conversion. (vii) Documentation of calls and communication regarding these appointments must be accurately maintained within the CRM system.

(viii) CRM Data Management: It's imperative to maintain the integrity of data within the CRM. This includes not deleting any contacts or conversation logs with leads generated through the system.

(ix)Active Lead Engagement: Consistent engagement with leads is required, following the guidelines provided in the CRM. This includes calling all responsive leads a minimum of three times within the first 30 days of receiving them, responding to replies within 48 hours, and ensuring no unread messages remain in the CRM.

(x) Training Completion: Completion of the system training and lead conversion training modules available in Provider’s Training Portal is mandatory.

(xi) Prompt Reporting of Issues: Any issues related to system outages, errors, ad account bans, or other technical problems must be reported to Provider within 24 hours of occurrence.

(xii) On-time Payment History: All payments for the Services must have been made on time and in full, as per the agreed-upon terms.

(xiii) Transaction Limitation: Eligibility for a refund requires that you have completed fewer than one transaction or closing (sales or rentals) within the five-month service period.

(xiv) Formal Refund Request: A structured refund request must be submitted to info@aispeakly.com, along with all necessary supporting evidence. Continued communication with Provider is expected until a decision on the refund is finalized.

If all these conditions are thoroughly met, Provider may process a refund of the system setup fee. This refund is contingent on the strict adherence to the outlined criteria and the full evaluation of the refund request by Provider.

Section 11: Confidential Information

11.1. Confidentiality Obligations: Both parties agree to maintain the confidentiality of all confidential information shared between them, including business practices, proprietary technology, trade secrets, and other sensitive data. Confidential Information does not include information that is publicly known, already known to the receiver, rightfully obtained from a third party, or independently developed.

11.2. Restriction on Disclosure: Each party shall restrict disclosure of Confidential Information to employees, agents, or subcontractors who require it for fulfilling their obligations under this Agreement and who are bound by similar confidentiality obligations.

11.3. Legal Disclosure: If required by law or court order to disclose Confidential Information, the disclosing party shall provide prompt notice to the other party and attempt to obtain a protective order or similar remedy.

11.4. Duration of Confidentiality: The obligation to maintain confidentiality shall continue for five years post-disclosure, except for trade secrets, which are protected as long as they remain classified as such under applicable law.

Section 12: Non-Disparagement and Non-Disclosure

12.1. Non-Disparagement: Both parties agree not to make disparaging, slanderous, or defamatory statements about each other, their employees, affiliates, or business practices, whether publicly or privately.

12.2. Non-Disclosure of Relationship: The parties agree not to disclose details of their business relationship in any public or private forum, including social media and direct communications with clients or potential clients.

Section 13: Intellectual Property and Customer Feedback

13.1. Provider's Intellectual Property: The Provider retains all rights, titles, and interests in the Services and any associated intellectual property, including software, designs, and technology.

13.2. Customer's Intellectual Property: The Customer retains all rights, titles, and interests in the Customer Data provided through the Services.

13.3. Feedback License: Any feedback provided by the Customer is non-confidential, and the Customer grants the Provider a royalty-free, worldwide, perpetual license to use, modify, and incorporate such feedback into the Services.

13.4. Protection of Intellectual Property: Both parties commit to protecting each other's intellectual property and to cooperate in case of any unauthorized use by third parties.

Section 14: Warranty Disclaimers and Limitations of Liability

14.1. Provider's Limited Warranty: The Provider warrants that the Services will be provided with a reasonable level of care and skill. This warranty does not cover Third-Party Products.

14.2. Customer's Warranty: The Customer warrants that they have the necessary rights and interests in the Customer Data and that their use of the Services complies with the Terms of Use.

14.3. Disclaimer of Implied Warranties: The Services are provided "as is", and the Provider disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

14.4. Limitations of Liability: The Provider's liability under this Agreement is limited to the amount paid by the Customer in the 12 months prior to the claim or $2,000, whichever is less. The Provider is not liable for indirect, incidental, or consequential damages.

Section 15: Term and Termination

15.1. Term: The agreement commences on the Effective Date and continues until terminated by either party.

15.2. Termination Rights:

(a) The Customer may terminate the Agreement for any reason with 30 days' written notice.

(b) Either party may terminate for material breach if the breach remains uncured for 30 days after written notice.

(c) Immediate termination is allowed in cases of insolvency, bankruptcy, or similar circumstances as detailed in the agreement.

15.3. Effect of Termination: Upon termination, the Customer must cease using the Services and Provider IP. Termination does not affect the obligation to pay any due fees or entitle a refund.

15.4. Survival: Certain provisions, as specified in the agreement, will survive the termination of the Agreement.

Section 16: Export Regulation Compliance

16.1. Adherence to Export Control Laws: The Customer acknowledges that the Services' software and technology are subject to U.S. export control laws and regulations.

16.2. Prohibited Actions: Direct or indirect export, re-export, or release of the Services to prohibited jurisdictions or countries is not allowed.

16.3. Customer Responsibilities: Compliance with all applicable export control laws and obtaining necessary licenses and approvals is mandatory.

16.4. Indemnification for Non-Compliance: The Customer agrees to indemnify the Provider against any claims or damages arising from failure to comply with export control laws.

Section 17: Dispute Resolution and Binding Arbitration

17.1. Arbitration Agreement: Both parties waive the right to litigate in court and agree to resolve disputes exclusively through binding arbitration. This includes any disputes related to the interpretation, applicability, enforceability, or formation of this arbitration clause. The arbitration will be governed by the Federal Arbitration Act, to the exclusion of state laws inconsistent with or pre-empting federal arbitration law.

17.2. Arbitration Administration: The arbitration will be administered by the AAA under its Commercial Arbitration Rules, as modified by this agreement. The arbitration proceedings shall be held in the state of Florida or at another mutually agreed location. The decision of the arbitrator will be binding and may be entered as a judgment in any court of competent jurisdiction.

17.3. Individual Basis: Disputes will be arbitrated on an individual basis, and class arbitrations or representative proceedings are not permitted.

17.4. Severability of Arbitration Clause: If any part of the arbitration agreement is deemed unenforceable, the remainder remains in effect.

17.5. Small Claims Court Option: Claims may be pursued in small claims court if the Customer notifies the Provider within 60 days of purchase.

17.6. California Residents Notice: California residents may contact the Complaint Assistance Unit of the Division of Consumer Services for complaints or information.

17.7. Consent to Electronic Communications: The Customer consents to receiving electronic communications related to the Services.

17.8 Exceptions: Notwithstanding the above, either party may seek injunctive relief or enforce an arbitration award in any state or federal court located in Florida, and both parties consent to the jurisdiction of such courts for these purposes.

Section 18: Governing Law & Jurisdiction

18.1. Governing Law: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any choice or conflict of law provision or rule. Jurisdiction for Court Proceedings: Notwithstanding Section 17, if a dispute is brought in court pursuant to Section 17.8, or if for any reason a claim proceeds in court rather than in arbitration, both parties agree that the dispute shall be exclusively brought in the federal or state courts located in Florida. Both parties waive any and all objections to the exercise of jurisdiction over them by such courts and to venue in such courts.

Section 19: Assignment and Delegation

19.1. Restrictions on Assignment: The Customer may not assign rights or delegate obligations without the Provider's written consent.

19.2. Provider’s Rights: The Provider may assign or delegate its rights and obligations under this Agreement.

Section 20: Compliance with Laws

20.1. Lawful Compliance: Both parties agree to comply with all applicable laws in the performance of this Agreement.

20.2. Severability and Waiver: Invalid provisions do not affect the Agreement's validity, and no waiver of any breach constitutes a waiver of any other breach.

Section 21: Electronic Signatures and Agreements Electronic Acceptance: Electronic acceptance of this Agreement is legally binding.

Section 22: Entire Agreement

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of it and supersedes all earlier and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to that subject matter.

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