Terms and Conditions

1. AGREEMENT TO TERMS

These Terms and Conditions (“Terms”), together with any executed Service Agreement, Proposal, Order Form, Statement of Work, or online acceptance (collectively, the “Service Agreement”), constitute a legally binding agreement between the client identified in the applicable Service Agreement (“Client”) and CLEARPATH AI SYSTEMS LLC, a Michigan limited liability company (“Company,” “we,” “us,” or “our”), governing Client’s access to and use of Company’s website (including any successor domains), AI systems, chatbot systems, voice AI systems, automation services, integrations, consulting services, CRM systems, and all related software, platforms, tools, and managed services (collectively, the “Services”). These Terms are incorporated by reference into any Service Agreement and are binding upon the parties and their respective successors and permitted assigns.

By (i) executing a Service Agreement, (ii) accepting a proposal or order form, (iii) submitting payment for Services, (iv) accessing or using the Services, or (v) otherwise indicating acceptance electronically, Client acknowledges that Client has read, understood, and agrees to be bound by these Terms. If Client does not agree to these Terms, Client may not access or use the Services. Company may modify these Terms from time to time. Non-material updates become effective upon posting the revised Terms on Company’s website. For material changes that affect Client’s rights or obligations, Company will provide notice via email or within the Services, and such changes will become effective no earlier than thirty (30) days after notice is provided. Continued use of the Services after the effective date of any update constitutes acceptance of the revised Terms. A current version of these Terms will be maintained on Company’s website and, upon written request, Company will provide Client with a copy of the Terms.

2. CLIENT ACCESS AND CLIENT DATA

Company grants Client a non-exclusive, non-transferable right to access and use the Services during the term of the applicable Service Agreement solely for Client’s internal business purposes and only by Client’s authorized users, subject to these Terms and the Service Agreement. Company may provide credentials, login access, and/or integration instructions necessary to enable access. Client is responsible for maintaining the confidentiality of its credentials and for all activity occurring under Client’s account.

As between Company and Client, Client owns all right, title, and interest in and to Client’s data, content, and information submitted to the Services (“Client Data”). Client grants Company a non-exclusive, royalty-free, worldwide license to host, process, transmit, reproduce, and use Client Data solely as necessary to provide, maintain, support, secure, and improve the Services and to perform Company’s obligations under the Service Agreement and these Terms.

Notwithstanding the foregoing, Company retains all right, title, and interest in and to Company’s systems, workflows, configurations, automations, templates, methodologies, prompts, models, routing logic, and general know-how, including any improvements, refinements, or learnings arising from providing the Services, provided that Company will not use Client Data in a way that identifies Client or discloses Client Confidential Information except as permitted under these Terms and the Privacy Policy.

3. COMPANY’S INTELLECTUAL PROPERTY RIGHTS

Client acknowledges that, as between Client and Company, Company owns all right, title, and interest, including all intellectual property rights, in and to Company’s intellectual property, including all source code, databases, workflows, designs, audio, video, text, graphics, interfaces, processes, configurations, and all related materials (collectively, the “Content”), as well as Company’s trademarks, service marks, and logos (the “Marks”). The Content and Marks are protected by copyright, trademark, and other laws.

Client shall not use the Services for any purpose beyond the scope of the access granted. Client shall not, and shall not permit any authorized user or third party to: (i) copy, modify, or create derivative works of the Services; (ii) rent, lease, sell, sublicense, assign, distribute, publish, transfer, or make available the Services; (iii) reverse engineer, disassemble, decompile, decode, or attempt to derive any software component; or (iv) remove any proprietary notices.

4. CLIENT REPRESENTATIONS AND WARRANTIES

Client represents, warrants, and agrees that: (i) any information provided to Company is true, accurate, current, and complete; (ii) Client will maintain the accuracy of such information and promptly update it as necessary; (iii) Client will comply with these Terms, the Service Agreement, and all applicable laws and regulations; and (iv) Client will not use the Services for any illegal, harmful, deceptive, or unauthorized purpose.

Client further represents and warrants that Client has obtained all rights, permissions, notices, and consents required by law (including, without limitation, the TCPA and similar state laws) for Company and its service providers to contact Client’s leads, customers, and prospective customers on Client’s behalf through phone calls, SMS, email, voicemail drops, AI conversations, and other communications, and that Client is solely responsible for the legality of any outreach lists, scripts, messaging content, and targeting instructions provided to Company.

5. CLIENT REGISTRATION AND ACCOUNT

Client may be required to register or create an account to access the Services. Client is responsible for safeguarding credentials and will be responsible for all use of Client’s account. Company may remove, reclaim, or change an account name, workspace name, or identifier if Company determines, in its discretion, that such identifier is inappropriate, misleading, or otherwise objectionable.

6. CONFIDENTIALITY

From time to time, either party (the “Disclosing Party”) may disclose to the other party (the “Receiving Party”) confidential or proprietary information, whether oral, written, electronic, or other, including business affairs, strategies, pricing, technical information, trade secrets, third-party confidential information, and the terms of the Service Agreement and these Terms (collectively, “Confidential Information”). Confidential Information does not include information that: (a) is or becomes public through no breach by the Receiving Party; (b) is received from a third party without breach of an obligation; (c) was already known by the Receiving Party without restriction; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

For three (3) years from receipt, the Receiving Party shall: (i) protect Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than commercially reasonable care; (ii) use Confidential Information only to perform obligations or exercise rights under the Service Agreement and these Terms; and (iii) disclose Confidential Information only to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. The Receiving Party may disclose Confidential Information if required by law or court order, provided it gives reasonable notice (if legally permitted) and cooperates in seeking protective treatment. If the parties have executed a separate NDA, that NDA will govern Confidential Information to the extent it conflicts with this Section.

7. CANCELLATION AND TERMINATION

Unless otherwise stated in a Service Agreement, either party may terminate the Services upon thirty (30) days’ written notice to the other party. Termination does not relieve Client of the obligation to pay all fees accrued, invoiced, or otherwise owed through the effective date of termination, and all outstanding balances become immediately due and payable. All fees paid are non-refundable, and Company does not provide prorated refunds for partial billing periods. Any setup, onboarding, implementation, appointment-based, usage-based, or subscription fees are non-refundable once incurred.

Company may suspend or terminate access for non-payment or material breach. Upon termination, Client’s access continues only through the end of the paid billing period (if applicable) and then automatically ceases. Company may deactivate systems, automations, phone numbers, integrations, and accounts after termination. Sections that by their nature should survive termination will survive, including payment obligations, intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution.

8. PROHIBITED ACTIVITIES

Client may not access or use the Services for any purpose other than that for which Company makes the Services available. Client agrees not to: (i) violate any applicable law; (ii) transmit viruses or malicious code; (iii) interfere with or disrupt the Services; (iv) attempt unauthorized access; (v) impersonate any person; (vi) use automated scraping, data mining, robots, or similar tools except as expressly authorized; (vii) harass, abuse, or threaten Company personnel; (viii) copy or adapt any portion of the Services or software; or (ix) use the Services to compete with Company or to build a competing product.

9. WARRANTIES AND DISCLAIMER

Company warrants that the Services will be provided in a professional and workmanlike manner and will not knowingly include malicious code intended to harm Client’s systems. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Client acknowledges that AI outputs, automations, transcripts, summaries, and communications generated or assisted by the Services may contain errors or inaccuracies. Client is solely responsible for reviewing outputs and determining whether they are appropriate for Client’s intended use and compliance obligations.

10. SUBMISSIONS AND FEEDBACK

If Client provides suggestions, ideas, feedback, or other input regarding the Services (“Feedback”), Client agrees that such Feedback is provided voluntarily and may be used by Company without restriction or compensation, and Company may incorporate Feedback into the Services. Feedback does not include Client Data or Client Confidential Information unless expressly identified and agreed in writing.

11. PRIVACY AND DATA PROCESSING

Company’s Privacy Policy, as updated from time to time and made available on Company’s website (currently available at https://clearpathaiservices.com/ under the Privacy Policy link, or any successor URL), is incorporated into these Terms by reference. By accessing or using the Services, Client agrees to the collection, use, processing, retention, and disclosure of information as described in the Privacy Policy.

To the extent Company processes personal information on behalf of Client in providing the Services, Client is responsible for ensuring that it has provided all required notices and obtained all necessary rights and consents under applicable privacy and data protection laws for Company and its service providers to process such information. The Services are hosted in the United States, and Client understands that information submitted through the Services may be transferred to and processed in the United States or other jurisdictions where Company or its service providers operate. Company implements commercially reasonable safeguards designed to protect Client Data; however, Client acknowledges that no method of transmission or storage is completely secure.

12. TERMINATION BY COMPANY FOR CAUSE

Without limiting any other rights, Company may, in its sole discretion and without liability, suspend or terminate Client’s access to the Services (including blocking access or disabling systems) if Client breaches these Terms, violates applicable law, fails to pay fees when due, or otherwise uses the Services in a manner that creates risk to Company, the Services, other clients, or third parties. If Company terminates for cause, Client remains responsible for all fees owed through the termination date and any amounts incurred prior to suspension or termination.

13. MODIFICATIONS AND SERVICE INTERRUPTIONS

Company may change, modify, or remove features, content, or functionality of the Services at any time in its discretion. Company does not guarantee uninterrupted availability of the Services. The Services may be subject to downtime, delays, maintenance, provider outages, network failures, DNS issues, or other interruptions. Client agrees that Company has no liability for any loss, damage, or inconvenience caused by Client’s inability to access or use the Services during any outage, suspension, or discontinuance.

14. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to conflict of law principles. The parties expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. The arbitration shall be seated in Michigan and conducted in Michigan (or remotely, if agreed by the parties). Arbitration shall be conducted on an individual basis only and not as a class, collective, consolidated, or representative action, and the parties waive any right to a jury trial. Notwithstanding the foregoing, either party may seek temporary or permanent injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property, trade secrets, or Confidential Information.

15. DISPUTE RESOLUTION PROCEDURE

Before initiating arbitration, the parties agree to attempt to resolve any dispute informally for at least thirty (30) days after written notice of the dispute is provided. Notice shall describe the nature of the dispute and the relief sought. If the parties do not resolve the dispute within the informal negotiation period, either party may initiate arbitration.

In no event shall any claim be commenced more than one (1) year after the cause of action arose, unless a longer period is required by applicable law.

16. CORRECTIONS AND INFORMATIONAL ACCURACY

There may be information in or about the Services that contains typographical errors, inaccuracies, or omissions. Company reserves the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice.

17. LIMITATION OF LIABILITY

IN NO EVENT WILL COMPANY OR ITS MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO CLIENT’S USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO COMPANY DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OR ALL OF THESE LIMITATIONS MAY NOT APPLY.

18. INDEMNIFICATION

Company will indemnify and defend Client from third-party claims that the Services, when used as authorized, infringe such third party’s U.S. intellectual property rights, provided that Client promptly notifies Company, cooperates reasonably, and allows Company to control the defense and settlement. Company will have no obligation to the extent a claim arises from Client Data, Client instructions, third-party systems, modifications not made by Company, or use of the Services not in accordance with these Terms.

Client will indemnify, defend, and hold harmless Company from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Client’s use of the Services; (ii) Client Data; (iii) Client’s communications or outreach activities, including TCPA claims and consent issues; (iv) Client’s breach of these Terms or the Service Agreement; or (v) Client’s violation of any third-party rights, including privacy rights.

19. DATA SECURITY AND USE RESTRICTIONS

Company shall implement commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Client Data and to prevent unauthorized access, use, or disclosure. Company does not guarantee absolute security, and Client acknowledges that no system or method of transmission over the internet can be completely secure.

Company shall use Client Data solely to provide, maintain, support, secure, and improve the Services in accordance with these Terms and the Privacy Policy. Company shall not sell Client Data. Company may disclose Client Data to employees, contractors, service providers, and subprocessors who have a legitimate need to access such data in connection with providing the Services, provided that such parties are subject to appropriate confidentiality and data protection obligations. Company may also disclose Client Data as required by law, regulation, or valid legal process.

20. DATA BACKUPS

Company may maintain certain data transmitted through the Services for performance, continuity, and operational purposes. Although Company may perform routine backups, Client remains solely responsible for maintaining independent backups of Client Data. Company shall have no liability for any loss or corruption of Client Data. Subject to reasonable technical limitations and any applicable fees disclosed in the Service Agreement, Company may provide an export of available Client Data upon request. Data retention and deletion practices are governed by Company’s Privacy Policy and any applicable Service Agreement.

21. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Client acknowledges that use of the Services, submission of information, execution of Service Agreements, and communications with Company through email, online portals, electronic forms, messaging platforms, or other digital means constitute electronic communications. Client consents to receive communications electronically and agrees that all agreements, notices, disclosures, invoices, policies, and other communications provided electronically satisfy any legal requirement that such communications be in writing. Client agrees to the use of electronic signatures and waives any rights or requirements for non-electronic delivery or retention of records to the extent permitted by law.

22. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or communications disruptions, provider outages, or other similar causes (“Force Majeure”). The affected party shall give prompt notice and will be excused from performance for the duration of the Force Majeure. The parties shall reasonably cooperate to mitigate the impact and resume performance as soon as practicable.

23. MISCELLANEOUS

These Terms and the Service Agreement constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous understandings. Failure to enforce any provision is not a waiver. If any provision is unlawful or unenforceable, the remaining provisions remain in full force and effect. No joint venture, partnership, employment, or agency relationship is created. Client may not assign its rights without Company’s prior written consent; Company may assign its rights and obligations in connection with a merger, acquisition, reorganization, or sale of substantially all assets, or to an affiliate. Headings are for convenience only and do not affect interpretation.

24. SMS Messaging Terms

By submitting your phone number through our website forms, you consent to receive SMS communications from ClearPath AI Systems LLC regarding customer support, appointment coordination, and service updates.

Message frequency may vary. Message and data rates may apply.

You may opt out of receiving SMS messages at any time by replying STOP. Reply HELP for assistance.

ClearPath AI Systems LLC is not responsible for delayed or undelivered messages.

Users must be 18 years or older to use our services.

25. CONTACT INFORMATION

If Client has any questions, concerns, or complaints regarding the Services or these Terms, Client may contact:

CLEARPATH AI SYSTEMS LLC
Email: [email protected]
Phone: +1 269-339-1494

Company may update its contact information from time to time by posting updated information on its website.