AI Conversation Solutions Terms & Conditions

1. Parties; Effective Date

1.1 Parties. Provider is TrueFlow Business Automations LLC. Client is the entity identified in the applicable SOW.

1.2 Effective Date. This Agreement is effective on the earliest of: (a) the date Client signs an SOW; (b) the date Client approves an SOW electronically; or (c) the date Client authorizes or pays for services.

2. Definitions

"Services" means the managed services described in one or more SOWs, including ongoing monitoring, tuning, and support as applicable.

"Deliverables" means configuration outputs, call flows, prompts, documentation, and other work products provided as part of the Services.

"Third-Party Services" means platforms, tools, telecom providers, AI model providers, payment processors, CRMs, scheduling systems, and any services not controlled by Provider.

"Confidential Information" means non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including client data, business information, and Provider’s methods.

3. Scope of Services; Statements of Work

3.1 SOWs. The specific scope, fees, and timelines for Services will be set forth in SOWs. Each SOW is incorporated into this Agreement.

3.2 Changes. Any work outside the scope of a signed SOW requires written approval (a "Change Order" or written change approval). Provider is not obligated to perform out-of-scope work without such approval.

4. Client Cooperation; Access

Client will provide timely access to required systems, accurate business information, and designated points of contact. Provider is not responsible for delays caused by Client’s failure to provide information, access, or approvals.

5. Term; Renewal; Termination

5.1 Term. This Agreement begins on the Effective Date and continues until terminated in accordance with this Section.

5.2 Subscription Terms. Unless otherwise stated in an SOW, recurring Services are month-to-month and renew automatically each billing period.

5.3 Termination for Convenience. Either party may terminate an SOW at any time by providing written notice. Unless otherwise stated in the SOW, termination will be effective at the end of the then-current billing period. Fees paid for the current billing period are non-refundable and will not be prorated, except where required by law or where Provider expressly agrees in writing.

5.4 Termination for Cause. Either party may terminate immediately if the other party materially breaches and fails to cure within 10 days after written notice.

5.5 Effect of Termination. Upon termination, Client’s access to managed configurations and Services will cease. Client remains responsible for all fees incurred through the effective termination date, including usage fees and any amounts due under Exhibit C.

6. Fees; Taxes

6.1 Fees. Client will pay the fees specified in the applicable SOW and Exhibit C.

6.2 Taxes. Fees are exclusive of taxes. Client is responsible for any applicable sales, use, or similar taxes, excluding taxes on Provider’s income.

7. Payment; Billing

Payment terms, billing cadence, late payment handling, pass-through usage fees, and suspension rights are set forth in Exhibit C (Commercial Terms), incorporated herein by reference.

8. Deliverables; License; Restrictions

8.1 Ownership. Provider retains all right, title, and interest in Provider’s pre-existing materials, templates, know-how, methods, and generalized learnings. Client retains ownership of Client’s pre-existing materials and data.

8.2 License to Client. During the term of the applicable SOW, Provider grants Client a limited, non-exclusive, non-transferable license to use the Deliverables solely for Client’s internal business purposes in connection with the Services.

8.3 Restrictions. Client may not resell, sublicense, reverse engineer, or create derivative works of Provider’s proprietary methods or managed configurations except as expressly permitted in writing.

9. Acceptance

Unless otherwise stated in an SOW, Deliverables are deemed accepted after the earlier of: (a) Client’s written acceptance; (b) Client’s use in production; or (c) five (5) business days after delivery without written rejection specifying material nonconformity.

10. Third-Party Services; Platform Changes

10.1 Third-Party Dependency; No Control. Provider’s Services may rely on or integrate with Third-Party Services. Third-Party Services are not owned, operated, or controlled by Provider. Provider does not warrant or guarantee uninterrupted availability, performance, or continued operation of any Third-Party Services.

10.2 Third-Party Discontinuation; Provider Not Liable. If any Third-Party Service is modified, restricted, suspended, discontinued, materially degrades, or goes out of business, Provider will not be liable for any resulting service interruption, data loss, inability to perform Services, or impact to Client’s business operations.

10.3 Mitigation; Alternatives; Change Order. Provider may make commercially reasonable adjustments to configurations to maintain functionality as Third-Party Services change. If continued performance requires migrating to alternative platforms, replacing features, or materially modifying workflows or integrations, such work is out of scope and may require a Change Order and additional fees.

10.4 Client Responsibility for Third-Party Accounts and Compliance. Client is solely responsible for Third-Party Service terms, pricing, account status, credentials, permissions, and compliance obligations. Provider is not responsible for Third-Party decisions, enforcement actions, carrier filtering, platform restrictions, or account suspensions imposed by Third-Party Services.

10.5 Fees and Usage Charges Still Apply. Client remains responsible for all fees incurred through the effective date of any suspension or termination, including subscription fees for the current billing period and any pass-through usage fees incurred through Third-Party Services.

11. Confidentiality

11.1 Obligations. Each party will protect the other party’s Confidential Information using reasonable care and will use it only to perform under this Agreement.

11.2 Exclusions. Confidential Information does not include information that is publicly available without breach, independently developed without use of Confidential Information, or rightfully received from a third party.

11.3 Required Disclosure. A party may disclose Confidential Information to comply with law or court order, provided it gives notice when legally permitted.

12. Data; Privacy; Security

12.1 Client Data. Client is responsible for the accuracy, legality, and consent for any data provided to Provider or processed through Third-Party Services.

12.2 Security. Provider will use reasonable administrative and technical safeguards appropriate to the nature of the Services. Provider is not a regulated custodian and does not guarantee absolute security.

12.3 Call Recording & Messaging Consent. Client is solely responsible for ensuring appropriate notice and consent for call recording, messaging, and communications, and for complying with TCPA, CAN-SPAM, and similar laws.

13. Disclaimers

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. Provider does not guarantee specific business outcomes.

Third-Party Services Disclaimer. Provider disclaims all warranties and responsibility related to Third-Party Services, including uptime, availability, pricing, feature continuity, compliance controls, and performance. Provider makes no guarantee that any Third-Party Service will continue to be available or compatible with the Services.

14. Limitation of Liability

To the maximum extent permitted by law, Provider’s total liability arising out of or related to this Agreement will not exceed the fees paid by Client to Provider under the applicable SOW in the three (3) months preceding the event giving rise to the claim. In no event will Provider be liable for indirect, incidental, consequential, special, or punitive damages, or loss of profits, revenue, goodwill, or data. For clarity, Provider will not be liable for any claims or damages arising from or related to Third-Party Service outages, discontinuation, policy changes, carrier filtering, vendor price changes, or vendor termination of access.

15. Indemnification

15.1 By Client. Client will defend and indemnify Provider from claims arising out of (a) Client’s data, instructions, or content; (b) Client’s violation of law (including consent requirements); or (c) Client’s misuse of the Services.

15.2 By Provider. Provider will indemnify Client from third-party claims alleging that Provider’s Deliverables, as provided, infringe a U.S. patent, copyright, or trademark, provided Client promptly notifies Provider and allows Provider to control the defense. Provider may modify or replace Deliverables or terminate the affected Services with a pro-rated refund of prepaid fees for the affected period as Client’s exclusive remedy.

16. Non-Solicitation (Optional)

During the term and for 12 months thereafter, Client will not knowingly solicit Provider personnel materially involved in delivering the Services, except through general advertisements not targeted at Provider.

17. Force Majeure

Neither party is liable for delays or failure to perform due to causes beyond its reasonable control (e.g., outages, acts of God, strikes, war, supplier failures, platform downtime). Force Majeure events include failures, interruptions, or discontinuation of telecommunications carriers, hosting providers, CRM platforms, AI model providers, payment processors, and other Third-Party Services outside Provider’s reasonable control.

18. Governing Law; Venue

This Agreement is governed by the laws of the State of Georgia, without regard to conflict of laws rules. Exclusive venue for disputes will be state or federal courts located in Georgia, unless otherwise required by law.

19. Notices

Notices must be in writing and delivered by email and/or certified mail to the addresses in the applicable SOW (or such updated address as a party may provide by notice).

20. Assignment

Client may not assign this Agreement without Provider’s prior written consent, except to a successor in connection with a merger or sale of substantially all assets. Provider may assign to an affiliate or successor.

21. Entire Agreement; Order of Precedence

This Agreement, its Exhibits, and any SOWs constitute the entire agreement between the parties and supersede prior discussions.

Order of precedence in the event of conflict:

• The SOW (for scope, dates, pricing, and any SOW-specific commercial terms expressly stated for that SOW)
• This Agreement
• Exhibit C (Commercial Terms)
• Exhibit B (Support, Maintenance & Offboarding)

22. Counterparts; Electronic Signatures

This Agreement and SOWs may be executed electronically and in counterparts. Electronic signatures are binding.