Terms of Service

1. Eligibility and Authority

You must be at least eighteen (18) years of age to use the Website or the Services. If you accept these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case “you” and “Client” refer to that entity.

2. The Services

We design, develop, host, and maintain artificial intelligence agents and related software for business clients, which may include:

• Chat and messaging agents deployed on a Client’s website or connected messaging channels, including Facebook Messenger, Instagram Direct, WhatsApp, and similar platforms;
• Telephone agents that answer or place calls on a Client’s behalf;
• A hosted platform through which a Client or its staff configure agents, connect third-party accounts, review conversations, and take over a conversation from an agent; and
• Custom software development and integration services.

The specific Services, deliverables, fees, and any service levels applicable to a particular engagement are set forth in a written proposal, order form, statement of work, or subscription plan (each, an “Order”). Each Order is governed by these Terms. In the event of a conflict, the Order controls with respect to the subject matter it expressly addresses.

3. Accounts and Credentials

Where the Services include access to our platform, you are responsible for maintaining the confidentiality of your account credentials, for all activity conducted through your account, and for ensuring that persons to whom you grant access comply with these Terms. You agree to notify us promptly upon becoming aware of any unauthorized access. You are responsible for the accuracy of the credentials, access tokens, and configuration that you supply or authorize, including those obtained when you connect a third-party account.

4. Client Responsibilities and Acceptable Use

You represent, warrant, and agree that:

• you own, or have obtained all rights and authorizations necessary to connect and permit our processing of, each account, page, telephone number, knowledge base, and data source that you connect to the Services;
• you will provide to your own customers and other end users all notices, disclosures, and consents required by applicable law, including those relating to the recording or monitoring of communications, to the sending of marketing or automated text messages and calls, and to the fact that they are interacting with an automated system;
• you will comply with all laws applicable to your use of the Services, including data protection, consumer protection, telemarketing, and electronic communications laws;
• you will comply with the terms, policies, and usage limits of each third-party platform that you connect, as described in Section 5; and
• you will not use the Services to transmit unlawful, deceptive, harassing, or infringing content; to send unsolicited bulk messages in violation of law or platform policy; to impersonate another person; to circumvent security or usage limits; or to attempt to access, reverse engineer, or derive the source code of the Services except to the extent that such restriction is prohibited by applicable law.

You are responsible for the content of the knowledge bases, instructions, and configurations that you supply, and for the messages that an agent sends on your behalf as a result.

5. Third-Party Platforms

The Services interoperate with platforms and providers operated by third parties, including Meta Platforms (Facebook, Instagram, and WhatsApp), telephony and messaging providers, scheduling and customer relationship management providers, payment processors, and providers of artificial intelligence models. Your use of any such platform is governed by the agreement between you and that provider. Where you authorize us to access a third-party account on your behalf, you grant us permission to do so solely to provide the Services to you, and you may revoke that authorization at any time by disconnecting the account within our platform or within the third-party platform.

We do not control third-party platforms and are not responsible for their availability, changes to their functionality or policies, their suspension or termination of your access, or their acts or omissions. A third-party platform may modify, restrict, or discontinue access at any time, which may affect the operation of the Services.

6. Fees, Payment, and Taxes

Fees are as set forth in the applicable Order. Unless the Order provides otherwise, invoices are due upon receipt, recurring subscription fees are billed in advance for each billing period, and all amounts are stated and payable in United States dollars. Payments are processed by a third-party payment processor; we do not receive or store your full payment card number or bank account credentials.

Except as required by law or as expressly stated in an Order, amounts paid are non-refundable and fees for a partial billing period are not prorated. We may suspend the Services upon reasonable notice if undisputed amounts remain unpaid. Fees are exclusive of taxes, and you are responsible for all sales, use, value-added, and similar taxes other than taxes on our net income. We may change our fees upon at least thirty (30) days’ prior notice, effective at the start of your next billing period.

7. Term, Suspension, and Termination

These Terms apply for so long as you use the Website or the Services. Subscription engagements continue for the term stated in the Order and renew as stated therein, and may be terminated as the Order provides. Where an Order does not address termination, either party may terminate an engagement for material breach that remains uncured thirty (30) days after written notice, and either party may terminate a month-to-month engagement upon thirty (30) days’ written notice.

We may suspend or limit access immediately where reasonably necessary to prevent harm, to address a security risk, to comply with law, or to comply with the requirements of a third-party platform. Upon termination, your right to access the Services ceases, accrued fees become due, and we will delete or return your data in accordance with Section 9 and our Privacy Policy. Sections 8 through 14 and Section 17 survive termination.

8. Intellectual Property

Our property. We retain all right, title, and interest in and to the Website, our platform, our software, templates, methodologies, and know-how, and all improvements to any of the foregoing. Subject to your payment of applicable fees and your compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable license to access and use the Services during the term of the applicable Order for your internal business purposes.

Your property. You retain all right, title, and interest in and to your trademarks, content, knowledge bases, and the data that you or your end users submit through the Services (“Client Data”). You grant us a non-exclusive license to host, process, transmit, and display Client Data solely as necessary to provide the Services, to maintain and secure them, and to comply with law.

Custom deliverables. Ownership of deliverables developed specifically for you is as stated in the applicable Order. Absent a contrary provision, we assign to you, upon full payment, our rights in the deliverables, excluding any pre-existing or generally applicable materials described in the preceding paragraph, which we license to you as part of the deliverable.

We do not use Client Data to train publicly available artificial intelligence models.

9. Confidentiality and Data Protection

Each party may receive information of the other that is designated as confidential or that a reasonable person would understand to be confidential. The receiving party will use such information solely to perform under these Terms, will protect it with no less than reasonable care, and will not disclose it except to personnel and advisors bound by comparable obligations or where disclosure is required by law. These obligations do not apply to information that is or becomes public through no fault of the receiving party, that was known without restriction prior to disclosure, or that is independently developed.

With respect to personal information contained in Client Data, you act as the controller or business and we act as the processor or service provider. We process such personal information only on your documented instructions and as described in our Privacy Policy and AI Agent Privacy Notice, we do not sell it, and we do not retain, use, or disclose it for any purpose other than providing the Services. Where applicable law requires a data processing agreement, the parties will execute one, and it will control with respect to its subject matter.

10. Artificial Intelligence Output

The Services generate responses using artificial intelligence models. Such responses are probabilistic and may be inaccurate, incomplete, or unsuitable for a particular purpose, and identical inputs may produce differing outputs. You are responsible for reviewing and configuring the behavior of any agent that you deploy and for the accuracy of the knowledge base on which it relies. The Services do not provide legal, medical, financial, tax, or other professional advice, and no output should be relied upon as a substitute for the judgment of a qualified professional. You are responsible for implementing human review where the subject matter warrants it.

11. Disclaimer of Warranties

Except as expressly stated in an Order, the Website and the Services are provided “as is” and “as available.” To the maximum extent permitted by applicable law, we disclaim all warranties, whether express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty arising from a course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted or error-free, that defects will be corrected, or that the Services will produce any particular business result. Some jurisdictions do not permit the exclusion of certain warranties, in which case the foregoing exclusions apply to the fullest extent permitted.

12. Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, or loss of data, arising out of or relating to these Terms, whether based in contract, tort, or any other theory, and whether or not the party was advised of the possibility of such damages.

To the maximum extent permitted by applicable law, each party’s aggregate liability arising out of or relating to these Terms will not exceed the total amount paid or payable by you to us under the applicable Order during the twelve (12) months preceding the event giving rise to the claim. These limitations do not apply to your payment obligations, to either party’s indemnification obligations under Section 13, or to liability that cannot be limited under applicable law.

13. Indemnification

You will defend, indemnify, and hold us harmless from and against third-party claims, and resulting losses, damages, and reasonable attorneys’ fees, arising out of or relating to Client Data, your breach of Section 4 or Section 5, your violation of applicable law, or your infringement of the intellectual property rights of a third party.

We will defend, indemnify, and hold you harmless from and against third-party claims, and resulting losses, damages, and reasonable attorneys’ fees, alleging that the Services, as provided by us and used in accordance with these Terms, infringe the intellectual property rights of a third party. This obligation does not apply to claims arising from Client Data, from your configuration or instructions, from third-party platforms, or from use of the Services in combination with materials not supplied by us.

The party seeking indemnification will provide prompt written notice of the claim, reasonable cooperation, and sole control of the defense and settlement to the indemnifying party, provided that no settlement imposing a non-monetary obligation may be entered without the indemnified party’s consent.

14. Governing Law and Venue

These Terms are governed by the laws of the State of California, United States, without regard to its conflict-of-laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of California, and each party waives any objection to venue in those courts. Nothing in this Section limits either party’s right to seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information, or affects any right that you may have to bring an action in a small claims court or before a governmental authority.

16. Changes to These Terms

We may amend these Terms from time to time. We will post the amended Terms together with a revised “Last Updated” date, and, where the changes are material and you hold an active subscription, we will provide notice at least thirty (30) days before they take effect. Your continued use of the Services after the effective date constitutes acceptance of the amended Terms. If you do not accept them, you may terminate in accordance with Section 7.

17. General Provisions

• Entire agreement. These Terms, together with the notices incorporated by reference and any applicable Order, constitute the entire agreement between the parties regarding their subject matter and supersede prior understandings concerning it.
• Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in effect.
• No waiver. A failure to enforce a provision is not a waiver of the right to enforce it later.
• Assignment. Neither party may assign these Terms without the other party’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets.
• Independent contractors. The parties are independent contractors. These Terms create no partnership, joint venture, agency, or employment relationship.
• Force majeure. Neither party is liable for a failure to perform, other than a payment obligation, caused by an event beyond its reasonable control.
• Notices. Notices to us may be sent to info@dmaiagency.com. Notices to you may be sent to the electronic mail address associated with your account or Order.

18. Contact Information

Questions concerning these Terms may be directed to:

DM AI Agency
Electronic mail: info@dmaiagency.com
Subject line: “Terms of Service”