AI PRO CAPITAL LLC -- www.aiprocapital.com
Effective date: 15th December 2025
Welcome to AI Pro Capital.
These Terms of Service (the "Terms") govern access to and use of the AI Pro Capital platform and related services (collectively, the "Services") provided by AI Pro Capital LLC ("AI Pro Capital," "we," "us," "our").
AI Pro Capital provides AI-powered voice and messaging automation designed for automotive dealerships, including automated call answering, lead qualification, routing, and appointment booking support. The Services are offered on a subscription basis and may include usage-based components.
IMPORTANT -- PLEASE READ CAREFULLY
These Terms are a legally binding agreement between AI Pro Capital and the business entity accepting these Terms ("Customer," "you," "your"). If you do not agree, do not purchase, access, configure, integrate, or use the Services.
Customer accepts and agrees to be bound by these Terms by any of the following: (a) clicking "accept" (or similar), (b) executing an order form or other ordering document referencing these Terms, (c) completing an online checkout, (d) creating an account, (e) enabling call routing, messaging, or integrations, or (f) accessing or using any part of the Services.
The Services are intended solely for business use by dealerships and related commercial entities. Customer represents and warrants that it is entering into these Terms in a commercial capacity and not as a consumer.
A configured artificial intelligence-enabled workflow provided as part of the Services that may conduct automated voice and/or messaging interactions, capture information, and route or log outcomes.
Customer's employees, contractors, and other individuals permitted by Customer to access the Services under Customer's account.
All information, content, and data submitted to, collected by, transmitted through, or processed via the Services in connection with Customer's use, including contact details, lead information, communications content, transcripts, call metadata, appointment details, and configuration inputs. Customer Data includes information relating to Customer's customers and prospective customers.
Any technical documentation, user materials, onboarding materials, and guidelines we make available for the Services.
A mutually accepted ordering instrument or confirmation that identifies the subscription(s), selected scope, fees, term, and any included usage or entitlements.
The AI Pro Capital platform and related services, including AI voice handling, messaging automation, qualification workflows, appointment and routing support, dashboards, reporting, and integrations, as made available by AI Pro Capital and updated from time to time.
Third-party services and systems not operated by AI Pro Capital that may be used in connection with the Services, including communications carriers, CRMs, calendar services, and payment processors.
Any measured consumption of the Services or related resources, including usage quantities and entitlements described in an Order Form, in-product plan description, or pricing page applicable to Customer's subscription.
Customer must provide complete and accurate registration and billing information and maintain such information as current. Customer is responsible for all activity conducted through its account.
Customer is responsible for maintaining the confidentiality of account credentials and for implementing reasonable administrative and technical controls to prevent unauthorized use. Customer will promptly notify AI Pro Capital of any suspected compromise or unauthorized access.
Customer is responsible for: (a) selecting and supervising Authorized Users, (b) maintaining appropriate training and procedures for handling lead handoffs and appointment workflows, and (c) ensuring that Customer personnel respond appropriately to routed inquiries and escalations.
Customer is solely responsible for compliance with all laws and regulations applicable to Customer's business and communications practices, including those governing calling, messaging, consent, opt-outs, and recording. The Services are provided as a tool. AI Pro Capital does not provide legal advice, compliance certifications, or legal determinations regarding Customer's communications.
Customer must not use the Services for emergency communications, dispatch, or any safety-critical purpose where failure or delay could result in harm.
Subject to these Terms and Customer's payment of all applicable fees, AI Pro Capital grants Customer a limited right to access and use the Services during the subscription term for Customer's internal business operations.
Customer acknowledges that the Services rely on automated systems and artificial intelligence. AI-generated outputs may be inaccurate, incomplete, non-current, misinterpreted, or otherwise unsuitable for particular circumstances. Customer is responsible for configuring business rules, escalation paths, and appropriate human review where required by Customer's operations.
AI Pro Capital does not guarantee any specific business results or outcomes, including appointment volume, show rate, close rate, revenue increases, customer satisfaction metrics, response coverage, or return on investment. Customer's results depend on many variables outside AI Pro Capital's control, including staffing, inventory, pricing, dealership processes, and customer behavior.
AI Pro Capital may modify, update, improve, suspend, or discontinue any aspect of the Services at any time, including features and model behavior, to maintain service integrity, address security or operational concerns, or comply with legal requirements.
AI Pro Capital may modify, suspend, restrict, or discontinue any feature or aspect of the Services, without liability, if AI Pro Capital reasonably determines that such action is necessary to comply with applicable law, regulation, governmental guidance, carrier requirements, or industry standards, including changes relating to artificial intelligence, telecommunications, privacy, or consumer protection.
AI Pro Capital provides the Services solely as a technology platform that enables Customer-configured communications and workflow automation. AI Pro Capital does not act as Customer's agent, broker, representative, dealer, telemarketer, or sender. No agency, partnership, fiduciary, or employment relationship is created by these Terms, the Services, or any AI-generated output.
AI-generated communications, summaries, classifications, routing decisions, and other outputs are produced based on Customer configuration, inputs, and operational rules, and do not constitute representations, promises, warranties, or commitments by AI Pro Capital to any third party.
The Services are offered on a subscription basis. Customer's subscription scope may include specific departments, features, and usage entitlements as described in the applicable Order Form or plan selection.
Unless otherwise stated in an Order Form, subscriptions are billed monthly and renew automatically for successive monthly renewal terms until cancelled in accordance with these Terms.
Customer may request changes to subscription scope, including adding or removing departments or features. Any changes will take effect as specified in the applicable Order Form or within the Services, and may result in revised fees and usage entitlements.
Customer acknowledges that service availability, performance, and feature access may be subject to usage entitlements and usage management mechanisms associated with Customer's subscription. Additional terms regarding usage measurement, overages, and service management will apply as set out in these Terms and the applicable Order Form.
Customer may be required to provide configuration inputs such as business hours, routing preferences, qualification questions, appointment rules, disclaimers, and operational instructions. Customer is solely responsible for the accuracy, completeness, and legality of those inputs and for maintaining them as current.
Customer acknowledges that successful operation of the Services may depend on systems and services not controlled by AI Pro Capital, including carrier networks, Customer telephony configuration, and Third-Party Services.
If Customer enables any integration, Customer authorizes AI Pro Capital to access and exchange Customer Data with the applicable Third-Party Services solely to provide the Services. Customer represents and warrants that it has obtained all rights, permissions, and authorizations required to grant such access.
Customer will provide timely cooperation reasonably requested by AI Pro Capital to provision, configure, and support the Services. AI Pro Capital will not be responsible for performance issues attributable to Customer's failure to cooperate or to maintain accurate configuration.
Customer may designate one or more administrative users with authority to manage access, permissions, and configuration settings. Customer is responsible for all actions taken by its administrators and Authorized Users.
Customer is responsible for the acts and omissions of its Authorized Users and any person who accesses the Services through Customer's account or credentials, whether or not expressly authorized by Customer.
Customer must promptly remove access for any Authorized User who no longer requires it, including individuals who leave Customer's organization or change roles. Customer will ensure that access levels are appropriate and proportionate to job responsibilities.
Customer will ensure that credentials are not shared and that each Authorized User uses only their own assigned access credentials. Customer is responsible for enforcing internal access governance.
Customer's subscription may include bundled Usage entitlements and may be subject to usage limits and measurement rules described in the applicable Order Form, plan description, pricing page, or within the Services. "Usage" may be measured by reference to one or more metrics, including call minutes, message volume, departments enabled, AI Agents provisioned, features invoked, integrations used, and other consumption units made available for Customer's subscription.
AI Pro Capital's usage records and measurements will be the system of record for billing and entitlement purposes, except to the extent a clear measurement error is demonstrated. If Customer disputes any usage charge, Customer must notify AI Pro Capital in writing within thirty (30) days after the invoice date, describing the basis for the dispute in reasonable detail. If Customer does not timely dispute, Customer waives the dispute to the fullest extent permitted by law.
If Customer exceeds its included Usage or otherwise incurs usage-based charges, Customer authorizes AI Pro Capital (and its payment processor) to charge Customer for such overages and usage-based charges in accordance with the applicable rate schedule, pricing, or Order Form. Usage-based charges are in addition to subscription fees.
To protect service integrity, carrier relationships, and platform performance, AI Pro Capital may implement reasonable usage management measures, including throttling, delaying, pausing, or restricting features, or requiring a plan upgrade, in each case where Customer approaches or exceeds applicable limits or where usage patterns present operational, security, or compliance risk. AI Pro Capital will have no liability for any loss, missed opportunity, or business impact arising from usage limits, usage management, or Customer's failure to maintain sufficient entitlements.
Customer acknowledges that usage limits and usage management may affect response coverage and timing. Customer is responsible for maintaining sufficient staffing and alternative processes for time-critical communications and customer inquiries.
Customer acknowledges that the Services involve automated workflows and artificial intelligence. AI-generated outputs, including routing outcomes, appointment suggestions, transcripts, summaries, and responses, may be inaccurate, incomplete, ambiguous, non-current, or otherwise unsuitable in particular circumstances. Customer is responsible for determining the appropriate level of oversight and human review for Customer's operations.
Customer is responsible for configuring business rules and escalation paths, including routing to live personnel, after-hours handling, and departmental transfers, in a manner appropriate for Customer's operations. Customer is responsible for ensuring staff are available to receive handoffs and address escalations consistent with Customer's stated business hours and customer service practices.
Customer is solely responsible for the content and accuracy of all information conveyed to end customers through Customer's use of the Services, including dealership hours, offers, inventory status, pricing, appointment availability, and representations made by or through Customer's configured workflows.
The Services do not provide, and Customer will not rely on the Services as providing, legal advice, compliance advice, financial advice, credit determinations, or other professional advice. Customer is solely responsible for obtaining professional advice where required.
AI-generated responses, scripts, summaries, or other outputs produced through the Services are generated based on Customer-provided configuration and inputs. Such outputs do not create an agency, partnership, or representative relationship between AI Pro Capital and any end customer, and do not constitute representations, promises, warranties, or commitments by AI Pro Capital to any third party.
Customer is solely responsible for ensuring that all Communications initiated, enabled, configured, facilitated, or sent through the Services comply with applicable laws, regulations, and industry rules, including those governing telephone calls, text messages, prerecorded or artificial voice, automated dialing, marketing communications, opt-outs, and do-not-contact obligations.
Customer is responsible for obtaining and maintaining all legally required consents, permissions, and lawful bases before contacting any person, including for follow-up messages and any automated or AI-assisted communications. Customer is responsible for maintaining consent records and proving compliance upon request by regulators, carriers, or other third parties.
Customer is responsible for honoring opt-out requests and maintaining suppression lists, internal do-not-contact lists, and any other "do not contact" mechanisms applicable to Customer. Customer must promptly implement opt-outs across its systems and ensure that opt-out requests are not overridden by automation, lead routing, or human action.
Customer is responsible for providing any disclosures, terms, privacy notices, or other statements required by law in connection with Customer's Communications, including disclosures regarding automated interactions, text messaging, and the availability of human assistance.
AI Pro Capital does not monitor, validate, or guarantee Customer's compliance with communications laws, and does not assume Customer's compliance obligations. AI Pro Capital may provide configuration options, guidance, or operational suggestions; any such materials are provided for convenience only and do not constitute legal advice or compliance certification.
Customer acknowledges and agrees that, for purposes of the Telephone Consumer Protection Act (47 U.S.C. ยง 227), the CAN-SPAM Act, state telemarketing and robocall laws, and any similar communications, consumer protection, or privacy laws, Customer is the sole "caller," "sender," "initiator," "telemarketer," or analogous regulated party, as applicable, with respect to all Communications conducted using the Services.
AI Pro Capital acts solely as a technology service provider that makes communications tools available at Customer's direction and does not initiate Communications, determine recipients, select timing, or supply calling or messaging lists. Customer is solely responsible for compliance with all consent, notice, opt-out, do-not-contact, and recordkeeping requirements.
The Services may include functionality that enables call recording, call monitoring, and/or the creation of transcripts and related metadata. Customer acknowledges that recording and monitoring laws vary by jurisdiction and may impose notice and consent obligations.
Customer is solely responsible for providing legally sufficient notice and obtaining any legally required consent from callers or other participants before recording, monitoring, or transcribing calls, and before storing or using recordings or transcripts. Customer must ensure that its call flows, disclaimers, and operational practices satisfy applicable federal, state, and local requirements.
Customer may use recordings and transcripts only for lawful business purposes, including quality assurance, training, operational review, and dispute resolution. Customer must not use recordings or transcripts for unlawful surveillance, harassment, discriminatory practices, or any purpose prohibited by law.
Recordings, transcripts, and related metadata may be stored for operational and quality purposes for limited periods determined by AI Pro Capital, unless otherwise stated in an Order Form. Customer acknowledges that retention periods may vary based on storage constraints, technical limitations, legal requirements, or product updates. Customer remains responsible for exporting any data it requires to retain.
AI Pro Capital may suspend or restrict recording, transcription, or related features where AI Pro Capital reasonably determines such features are being used in a manner that creates legal, carrier, security, or platform risk.
As between the parties, Customer retains its rights in Customer Data, subject to the licenses granted under these Terms. Customer represents and warrants that it has all rights, permissions, and authorizations necessary to provide Customer Data to AI Pro Capital and to permit AI Pro Capital to process Customer Data as contemplated by these Terms.
Customer grants AI Pro Capital a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and otherwise use Customer Data solely to provide, secure, support, and maintain the Services and to perform AI and automation functions requested or configured by Customer.
To the extent permitted by law, AI Pro Capital may generate and use aggregated and/or de-identified data derived from Customer's use of the Services for analytics, service improvement, performance measurement, benchmarking, and product development, provided such data does not identify Customer or any individual. Customer acknowledges that aggregated and de-identified data is not Customer Data.
Customer will not submit to or process through the Services any data that is subject to heightened regulatory obligations (including health information subject to HIPAA, payment card data subject to PCI DSS, or other regulated sensitive data) unless AI Pro Capital expressly agrees in writing. Customer is solely responsible for any prohibited submission of such data.
Customer acknowledges that it determines the purposes and means of processing Customer Data in connection with Customer's operations, and that AI Pro Capital processes Customer Data to provide the Services as described in these Terms and the applicable Order Form. The parties' respective obligations may vary depending on applicable law and the nature of the Customer Data.
AI Pro Capital's Privacy Policy (made available on our website) describes our privacy practices with respect to the Services. Where required, additional data processing terms may apply, including through an addendum made available by AI Pro Capital.
The Services are not offered as EU-targeted services and are intended for U.S.-based dealership operations. However, Customer acknowledges that Customer Data may incidentally include information relating to individuals located in the European Economic Area or the United Kingdom. In such cases, Customer is responsible for ensuring it has an appropriate lawful basis and required notices for such processing, and Customer will cooperate reasonably with AI Pro Capital to address lawful requests as required by applicable law.
Customer acknowledges that Customer Data may be processed and stored in the United States and other jurisdictions where AI Pro Capital or its service providers operate. Customer authorizes such processing and storage as part of the Services.
AI Pro Capital maintains administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction, taking into account the nature of the Services and the data processed.
Customer is responsible for implementing appropriate security controls for its own systems and account usage, including maintaining secure credentials, applying least-privilege access controls, and protecting devices and networks used to access the Services. Customer will promptly notify AI Pro Capital of any suspected compromise of Customer credentials or account access.
In the event AI Pro Capital becomes aware of a confirmed security incident involving unauthorized access to Customer Data in our possession or control, AI Pro Capital will use commercially reasonable efforts to: (a) investigate and mitigate the incident, and (b) notify Customer consistent with applicable law and our incident response procedures. Customer acknowledges that incident response obligations may be affected by the scope and nature of the incident and information reasonably available at the time.
Customer will reasonably cooperate with AI Pro Capital's investigation and mitigation efforts. To the extent a security incident is caused by Customer's systems, credentials, configurations, or Authorized Users, Customer is responsible for associated remediation costs and impacts to the fullest extent permitted by law.
"Confidential Information" means any non-public information disclosed by or on behalf of a party ("Disclosing Party") to the other party ("Receiving Party") in connection with these Terms that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes the Services (including non-public features and workflows), Documentation, security materials, pricing not publicly disclosed, product roadmaps, business and technical information, and the terms of any Order Form.
Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach of these Terms; (b) was lawfully known to the Receiving Party without confidentiality obligation before receipt; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is lawfully received from a third party without breach of a confidentiality obligation.
The Receiving Party will: (a) protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature (and no less than reasonable care), (b) use the Confidential Information solely to perform or receive performance under these Terms, and (c) not disclose the Confidential Information except as permitted by these Terms.
The Receiving Party may disclose Confidential Information to its employees, officers, directors, contractors, and professional advisers who have a need to know for the permitted purpose and who are bound by confidentiality obligations at least as protective as those in these Terms. The Receiving Party remains responsible for any breach by its representatives.
If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it may do so provided it (to the extent legally permitted) gives the Disclosing Party prompt written notice and reasonably cooperates, at the Disclosing Party's expense, in seeking protective treatment.
The parties acknowledge that unauthorized disclosure or misuse of Confidential Information may cause irreparable harm for which monetary damages may be an insufficient remedy. The Disclosing Party may seek injunctive or equitable relief in addition to any other remedies available at law, without the necessity of posting bond to the fullest extent permitted.
As between the parties, AI Pro Capital retains all right, title, and interest in and to the Services, Documentation, underlying software, workflows, models, prompts, configuration logic, user interfaces, trademarks, and all related intellectual property and proprietary rights, including all improvements, modifications, and derivative works thereof (collectively, "AI Pro Capital IP"). No rights are granted to Customer except as expressly set forth in these Terms.
Subject to Customer's ongoing compliance with these Terms and payment of all fees, AI Pro Capital grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the subscription term to access and use the Services solely for Customer's internal business operations in accordance with the applicable Order Form and Documentation.
Customer will not, and will not permit any third party to:
If Customer provides suggestions, feedback, or ideas regarding the Services ("Feedback"), Customer grants AI Pro Capital a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate such Feedback without restriction or obligation.
Customer will use the Services in a professional and lawful manner and only for legitimate dealership business purposes.
Customer will not, and will not permit others to, use the Services to:
AI Pro Capital may investigate suspected violations and may require Customer to provide information reasonably necessary to assess compliance and platform risk, including call flows, messaging configurations, or relevant logs available to Customer. Customer will reasonably cooperate with such requests.
AI Pro Capital may suspend or restrict access to the Services immediately, without liability, if AI Pro Capital reasonably determines that Customer's use: (a) violates these Terms, (b) threatens the security, integrity, or availability of the Services, (c) poses material legal or carrier risk, or (d) may harm AI Pro Capital, other customers, end customers, or third parties.
Customer Data is not used to train artificial intelligence models in a manner that identifies Customer or Customer's end users. AI Pro Capital may use aggregated and de-identified data for service improvement, safety, and performance optimization.
The Services may interoperate with Third-Party Services. Customer acknowledges that Third-Party Services are not controlled by AI Pro Capital and may change, suspend, or discontinue at any time. AI Pro Capital does not warrant or support Third-Party Services and will have no liability arising from Third-Party Services, including outages, API changes, data loss, carrier filtering, or other failures.
Communications delivery and call handling depend on carrier networks and related infrastructure. Customer acknowledges that carrier policies, filtering, throughput limits, and technical constraints may affect delivery, timing, completion, or quality of Communications. AI Pro Capital is not responsible for carrier delays, filtering, blocking, or network-level failures.
Customer authorizes AI Pro Capital and its payment processor(s) to charge Customer's payment method for all fees, usage charges, taxes, and other amounts due under these Terms. Payment processing may be handled by Stripe or another processor. Customer's relationship with the processor is governed by the processor's terms, and AI Pro Capital is not responsible for processor outages or errors.
Customer acknowledges that telecommunications carriers and messaging providers may, at their discretion, filter, block, throttle, label, suppress, or delay calls or messages based on their internal policies, algorithms, reputation scoring, regulatory obligations, or traffic analysis.
AI Pro Capital has no control over and disclaims all responsibility and liability for any such carrier actions, including impacts to delivery, completion, timing, answer rates, labeling (e.g., "Spam Likely"), or call quality, even if such actions materially affect Customer's use of the Services.
AI Pro Capital may disclose information, including Customer Data, where required by law, subpoena, court order, or regulatory request, or where reasonably necessary to respond to lawful governmental or regulatory inquiries, without liability to Customer.
AI Pro Capital may provide support through channels and during hours described in the Documentation, the Services, or an Order Form. Unless expressly set forth in an Order Form, support response times are targets only and not guarantees.
AI Pro Capital may perform scheduled or unscheduled maintenance and may update the Services (including model behavior, workflows, features, and security controls). Maintenance may result in downtime or degraded performance. AI Pro Capital will use commercially reasonable efforts to schedule planned maintenance to minimize disruption but does not guarantee uninterrupted availability.
Unless Customer has a separate written service level agreement signed by AI Pro Capital ("SLA"), the Services are provided without any uptime guarantee, service credits, or availability commitments.
If AI Pro Capital makes beta, preview, or pre-release features available, those features may be provided without warranties, may be changed or discontinued at any time, and may be subject to additional restrictions or separate terms.
Any uptime, response time, coverage, or performance statements appearing in marketing materials, sales presentations, or the website are non-binding estimates and do not create service level commitments unless expressly set forth in a written service level agreement signed by AI Pro Capital.
Customer will pay all subscription fees and usage-based charges as described in the applicable Order Form, pricing page, or within the Services. Fees are stated in U.S. dollars unless otherwise indicated.
Customer authorizes recurring billing for subscription fees and authorizes charges for usage-based amounts and other fees incurred. If AI Pro Capital cannot charge Customer's payment method, AI Pro Capital may suspend the Services until payment is received.
Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, excise, and similar taxes, and any duties or governmental assessments, excluding taxes based on AI Pro Capital's net income. If tax withholding is required by law, Customer will gross up payments so AI Pro Capital receives the amount invoiced, unless prohibited by law.
Customer may cancel its subscription at any time through the Services or by contacting AI Pro Capital as described in the Documentation. Cancellation will be effective at the end of the then-current paid billing period unless otherwise stated in the Services or an Order Form.
ALL FEES ARE NON-REFUNDABLE AND NON-CREDITABLE TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING IF (A) CUSTOMER'S ACCESS IS SUSPENDED OR TERMINATED, (B) CARRIER FILTERING/BLOCKING/THROTTLING IMPACTS DELIVERY OR PERFORMANCE, OR (C) FEATURES ARE MODIFIED, RESTRICTED, OR DISCONTINUED DUE TO REGULATORY OR OPERATIONAL REQUIREMENTS. CUSTOMER REMAINS RESPONSIBLE FOR ALL FEES INCURRED THROUGH THE EFFECTIVE DATE OF CANCELLATION/TERMINATION AND FOR ANY ACCRUED USAGE-BASED CHARGES.
AI Pro Capital may change fees and usage rates for renewal terms by providing notice within the Services, by email, or through updated pricing. Changes will not apply retroactively and will apply as of the next renewal period unless otherwise stated in an Order Form.
AI Pro Capital may suspend access to the Services immediately (in whole or in part) without liability if: (a) Customer fails to pay amounts when due; (b) Customer violates these Terms; (c) Customer's use creates security, legal, or carrier risk; (d) AI Pro Capital is required to do so by law, regulation, carrier request, or court order; or (e) Customer's usage materially threatens the stability or integrity of the Services.
Customer may terminate by cancelling its subscription in accordance with Section 20.4. Termination will be effective as of the end of the then-current paid term unless otherwise specified.
AI Pro Capital may terminate these Terms and/or any Order Form for cause upon written notice if: (a) Customer materially breaches these Terms and fails to cure within ten (10) days after notice (or, if the breach is not curable, immediately); (b) Customer's use violates law or creates material risk to AI Pro Capital; or (c) Customer becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.
Upon termination or expiration: (a) all rights granted to Customer terminate immediately; (b) Customer must cease use of the Services; and (c) Customer remains responsible for all amounts due through the termination effective date, including usage-based charges accrued but not yet invoiced.
To the extent the Services offer export functionality, Customer is responsible for exporting Customer Data prior to termination. AI Pro Capital may delete Customer Data after termination in accordance with its retention practices and legal obligations. AI Pro Capital is not obligated to retain Customer Data after termination except to the extent required by law.
Sections that by their nature should survive termination will survive, including confidentiality, intellectual property, restrictions, fees owed, disclaimers, limitation of liability, indemnification, dispute resolution, and general provisions.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, INCLUDING ALL AI OUTPUTS, RECORDINGS, TRANSCRIPTS, ROUTING OUTCOMES, AND COMMUNICATIONS FUNCTIONALITY, ARE PROVIDED "AS IS" AND "AS AVAILABLE."
TO THE FULLEST EXTENT PERMITTED BY LAW, AI PRO CAPITAL DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AND QUIET ENJOYMENT.
AI Pro Capital does not warrant that the Services will be uninterrupted, error-free, secure, or available at any particular time; that communications will be delivered, completed, or routed without delay; or that use of the Services will produce any particular business outcome. Customer assumes all risk arising from reliance on the Services or AI outputs.
AI Pro Capital disclaims all warranties related to Third-Party Services and carrier networks. Any Third-Party Services are provided solely under the third party's terms and at Customer's risk.
Customer will defend, indemnify, and hold harmless AI Pro Capital and its affiliates, and each of their respective officers, directors, employees, agents, and contractors, from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
AI Pro Capital will: (a) provide prompt notice of the claim (provided that failure to provide prompt notice will not relieve Customer of its obligations except to the extent materially prejudiced), (b) reasonably cooperate at Customer's expense, and (c) permit Customer to control the defense and settlement, provided Customer may not settle any claim in a manner that imposes liability or obligations on AI Pro Capital without AI Pro Capital's prior written consent.
To the maximum extent permitted by law, AI Pro Capital has no obligation to indemnify Customer under these Terms unless expressly agreed in a written Order Form signed by AI Pro Capital.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL AI PRO CAPITAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY LAW, AI PRO CAPITAL'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID (AND PAYABLE) BY CUSTOMER TO AI PRO CAPITAL FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Customer acknowledges that the fees reflect the allocation of risk and the limitations of liability set forth in these Terms, and that AI Pro Capital would not provide the Services without these limitations.
Nothing in these Terms excludes liability that cannot be excluded under applicable law. Any liability that cannot be excluded will be limited to the minimum amount required by law.
Before initiating any formal legal action or proceeding (including arbitration, if applicable), each party agrees to provide the other party written notice describing the dispute in reasonable detail (a "Notice of Dispute") and to attempt in good faith to resolve the dispute informally for a period of thirty (30) days after the Notice of Dispute is received. The parties may request that representatives with authority to settle meet (by phone or video) during that period. Nothing in this Section 25.1 prevents either party from seeking injunctive or other equitable relief as permitted under Section 25.4.
These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between the parties, whether in contract, tort, statute, or otherwise, shall be governed by and construed in accordance with the laws of the State of Florida, without regard to any conflict-of-laws principles that would require the application of the laws of another jurisdiction. Subject to Section 25.3 (Arbitration Election), the parties irrevocably agree that any legal action or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Palm Beach County, Florida, and each party irrevocably submits to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum or forum non conveniens.
(a) Election. AI Pro Capital may, in its sole discretion, elect to require binding arbitration for any dispute by providing written notice to Customer at any time before or after a lawsuit is filed (the "Arbitration Election"). If AI Pro Capital makes an Arbitration Election, then, except as provided in Section 25.4, the dispute shall be resolved exclusively by binding arbitration and not in court.
(b) Administration; Seat; Rules. Unless otherwise specified by AI Pro Capital in the Arbitration Election notice, the arbitration shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The seat and venue of arbitration shall be Palm Beach County, Florida. The arbitration shall be conducted in English by one (1) arbitrator.
(c) Authority; Relief. The arbitrator shall have authority to award only those remedies that a court of competent jurisdiction could award under these Terms, provided that the arbitrator may not award relief inconsistent with the disclaimers and limitations in these Terms and may not award punitive or exemplary damages to the extent prohibited by these Terms and permitted by applicable law.
(d) Class and Representative Action Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT ANY DISPUTE SHALL BE BROUGHT SOLELY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION, REGARDLESS OF WHETHER THE DISPUTE IS RESOLVED IN ARBITRATION OR IN COURT.
(e) Survival. This Section 25.3 survives termination or expiration of these Terms.
Notwithstanding Sections 25.1-25.3, AI Pro Capital may seek temporary, preliminary, or permanent injunctive relief or other equitable remedies in any court of competent jurisdiction to protect its Confidential Information, intellectual property rights, platform security, or to prevent unauthorized access to or misuse of the Services. Customer agrees that money damages may be an inadequate remedy for such harms.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.
AI Pro Capital will not be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, fire, flood, war, terrorism, civil unrest, labor disputes, governmental actions, carrier or telecommunications failures, internet outages, power failures, failures or delays of Third-Party Services, or shortages of supplies or transportation.
Customer may not assign or transfer these Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without AI Pro Capital's prior written consent, and any attempted assignment without such consent is null and void. AI Pro Capital may assign these Terms without Customer's consent (a) to an affiliate, or (b) in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
AI Pro Capital may use subcontractors and service providers to perform its obligations under these Terms, including hosting, communications infrastructure, analytics, support, and payment processing. AI Pro Capital remains responsible for performance of its obligations under these Terms, subject to the disclaimers and limitations set forth herein.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. The parties agree that any invalid, illegal, or unenforceable provision shall be reformed, to the minimum extent necessary, to render it enforceable while preserving the parties' intent as closely as possible.
No failure or delay by either party in exercising any right, power, or remedy under these Terms operates as a waiver. Any waiver must be in writing and signed by the waiving party, and a waiver of any breach is not a waiver of any other breach.
These Terms, together with any Order Form and any policies or addenda expressly incorporated by reference, constitute the entire agreement between the parties with respect to the Services and supersede all prior or contemporaneous agreements, proposals, representations, or communications, whether written or oral, relating to the Services. In the event of a conflict: (a) the applicable Order Form controls only with respect to pricing, term, subscription scope, and usage entitlements expressly stated therein; and (b) these Terms control in all other respects.
All notices required or permitted under these Terms must be in writing and will be deemed given: (a) when sent by email with confirmation of transmission, and (b) when delivered by nationally recognized overnight courier or by certified mail (return receipt requested), in each case to the addresses below (or to any updated address designated by notice in accordance with this Section 25.12).
Notices to AI Pro Capital:
AI Pro Capital LLC
277 Chatham N
West Palm Beach, FL 33417
United States
Email: legal@aiprocapital.com
Notices to Customer:
Email: the primary email address associated with Customer's account (or as set forth in the applicable Order Form).
Mail: the Customer address set forth in the applicable Order Form (or, if none, the address on file in Customer's account profile).
The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, fiduciary relationship, agency, or employment relationship between the parties. Customer has no authority to bind AI Pro Capital.
Headings are for convenience only and do not affect interpretation. The words "including," "include," and "includes" mean "including without limitation." These Terms shall be construed as a whole according to their fair meaning and not for or against either party by reason of authorship.