Terms and Conditions

1. Eligibility

By using our Services, you represent and warrant that:

• You are at least eighteen (18) years of age.
• You possess the legal authority to enter into binding agreements.
• If acting on behalf of a business or organization, you have authority to bind that entity.
• All information you provide to Apex AI Consultants is true, accurate, and current.

If we reasonably believe that any information provided is inaccurate or fraudulent, we reserve the right to suspend or terminate access to the Services.

2. Description of Services

Apex AI Consultants LLC provides artificial intelligence consulting, workflow automation, software integration, and related technology services for businesses.

Our Services may include, but are not limited to:

• AI Voice Receptionists
• AI SMS Agents
• AI Chat Agents
• Customer communication automation
• Appointment scheduling systems
• Calendar integrations
• CRM integrations
• Workflow automation
• Lead capture systems
• Business process automation
• Software consulting
• AI implementation services
• Custom API integrations
• Cloud hosting configuration
• Technical support
• System maintenance
• Other custom software and consulting services agreed to in writing.

Not every Service includes every feature. Services purchased by a Client shall be defined in the applicable Service Agreement, Statement of Work, Proposal, or other written agreement between the Parties.

3. Beta Services

From time to time, Apex AI Consultants may offer beta, preview, pilot, experimental, or pre-release software or services ("Beta Services").

Beta Services are provided for evaluation and testing purposes and may:

• Contain software defects or bugs;
• Experience interruptions or downtime;
• Produce inaccurate or unexpected responses;
• Change functionality without notice;
• Include incomplete or experimental features;
• Be modified, suspended, or discontinued at any time.

Beta Services are provided on an "AS IS" and "AS AVAILABLE" basis.

Participation in any beta program is voluntary.

Unless otherwise stated in a written Service Agreement, Apex AI Consultants does not guarantee the performance, availability, or continued operation of Beta Services.

4. Artificial Intelligence Services

Client acknowledges that many of the Services provided by Apex AI Consultants utilize artificial intelligence technologies supplied by Apex and various third-party providers.

Artificial intelligence systems are probabilistic in nature and may occasionally:

• Produce incorrect information;
• Misunderstand customer requests;
• Generate incomplete responses;
• Misinterpret dates, times, addresses, names, or other information;
• Fail to recognize customer intent;
• Produce unexpected outputs.

Client understands that artificial intelligence is intended to assist business operations and is not a substitute for human judgment.

Client remains solely responsible for reviewing business-critical communications, appointments, pricing, customer information, estimates, contracts, and other important business decisions.

Apex AI Consultants does not warrant that any AI-generated response will always be accurate, complete, or suitable for Client's specific business.

5. Third-Party Services

Our Services rely upon software, telecommunications providers, cloud infrastructure, artificial intelligence providers, and other third-party services.

These providers may include, but are not limited to:

• Twilio
• Vapi
• Airtable
• n8n
• Google Workspace
• OpenAI
• ElevenLabs
• Cloudflare
• DigitalOcean
• PostgreSQL
• Other software providers selected by Apex or the Client.

Apex AI Consultants does not own or control these third-party services.

Accordingly, Apex AI Consultants makes no representation or warranty regarding:

• Their uptime;
• Availability;
• Performance;
• Security;
• Pricing;
• Features;
• Continued operation.

Third-party providers may modify, suspend, discontinue, or change their services at any time without notice.

Client acknowledges that interruptions, pricing changes, API modifications, outages, or service limitations resulting from third-party providers are outside Apex AI Consultants' reasonable control.

6. Client Responsibilities

Client agrees to:

• Provide complete and accurate business information.
• Review all onboarding materials before implementation.
• Promptly notify Apex of any changes to business operations, pricing, services, hours, or policies.
• Maintain all necessary business licenses and legal authority to conduct business.
• Obtain any legally required customer consents before using automated communications.
• Maintain appropriate access to any third-party software accounts required for implementation.
• Keep passwords, API credentials, and login information secure.
• Notify Apex immediately if unauthorized access to Client systems is suspected.
• Review AI-generated communications when appropriate.
• Use the Services only for lawful business purposes.

Client is solely responsible for ensuring that all information supplied to Apex is accurate and up to date.

Apex AI Consultants shall not be responsible for errors resulting from inaccurate or incomplete information supplied by the Client.

7. Communications Compliance

Client is solely responsible for complying with all applicable federal, state, and local laws governing telephone calls, SMS messaging, email communications, advertising, customer privacy, and consumer communications.

This includes, but is not limited to:

• The Telephone Consumer Protection Act (TCPA);
• The CAN-SPAM Act;
• California privacy laws;
• Any applicable carrier messaging requirements;
• Industry regulations applicable to Client's business.

Client represents that it has obtained all legally required customer permissions and consents necessary to use the Services.

Although Apex AI Consultants may provide tools designed to assist with compliance, Client remains solely responsible for determining whether communications sent using the Services comply with applicable law.

Nothing contained within the Services or these Terms constitutes legal advice.

8. Account Security

Where applicable, Client is responsible for maintaining the confidentiality of usernames, passwords, authentication credentials, API keys, and other account information.

Client agrees to notify Apex AI Consultants immediately upon discovering:

• Unauthorized access;
• Security incidents;
• Credential compromise;
• Unauthorized use of the Services.

Client remains responsible for all activity occurring under Client-controlled accounts unless caused directly by Apex AI Consultants' negligence or willful misconduct.

9. Service Modifications

Apex AI Consultants continually improves its Services.

Accordingly, we reserve the right to:

• Add new features;
• Modify existing functionality;
• Improve AI models;
• Update workflows;
• Replace third-party providers;
• Remove obsolete functionality;
• Perform scheduled maintenance;
• Correct software defects.

Where reasonably practicable, material changes affecting active Client implementations will be communicated in advance.

Nothing contained herein obligates Apex AI Consultants to continue providing any particular feature indefinitely.

10. Service Availability

While Apex AI Consultants strives to provide reliable Services, we do not guarantee uninterrupted availability.

The Services may become temporarily unavailable due to:

• Scheduled maintenance;
• Emergency maintenance;
• Software updates;
• Internet outages;
• Cloud provider outages;
• Telecommunications failures;
• Cybersecurity incidents;
• Third-party service interruptions;
• Events beyond our reasonable control.

Except where expressly stated in a separate written Service Level Agreement, Apex AI Consultants does not guarantee any minimum uptime percentage or response time.

11. Client Acknowledgment

By using the Services, Client acknowledges that:

• Artificial intelligence technology is continually evolving.
• Certain Services depend upon third-party providers.
• Beta Services may contain defects.
• Human oversight remains important when using AI systems.
• Client is responsible for reviewing business-critical decisions.
• Client has read these Terms before using the Services.

These Terms should be read together with Apex AI Consultants' Privacy Policy and any applicable Service Agreement, each of which is incorporated herein by reference.

12. Fees and Payment

Unless otherwise agreed in writing, all fees for Services are described in the applicable Service Agreement, Proposal, Statement of Work, Order Form, or invoice.

Client agrees to pay all fees, subscription charges, implementation fees, and approved third-party usage costs associated with the Services.

Invoices shall be due according to the payment terms stated on the applicable invoice or Service Agreement.

Failure to make timely payment may result in suspension or termination of the Services.

Apex AI Consultants reserves the right to charge interest on overdue balances at the lesser of one percent (1.0%) per month or the maximum amount permitted by applicable law.

Client shall remain responsible for all fees incurred prior to suspension or termination of Services.

13. Third-Party Usage Costs

Certain Services rely upon third-party software providers that charge usage-based fees.

These costs may include, but are not limited to:

• AI model usage
• Voice processing
• SMS messaging
• Telephone calls
• Workflow executions
• Cloud hosting
• Databases
• Storage
• Calendar integrations
• Email delivery
• Other software services required to operate Client's implementation

Unless otherwise stated in a written Service Agreement, Client is responsible for all approved third-party usage costs associated with Client's implementation.

Because third-party providers may change their pricing at any time, Apex AI Consultants does not guarantee fixed usage pricing unless expressly stated in writing.

14. Subscription Services

Certain Services are provided on a recurring monthly or annual subscription basis.

Subscription Services automatically renew until cancelled by either Party in accordance with the applicable Service Agreement.

Unless otherwise agreed in writing:

• Monthly subscriptions renew every calendar month.
• Annual subscriptions renew every twelve (12) months.
• Subscription fees are billed in advance.
• Third-party usage charges may be billed separately.

Failure to pay subscription fees may result in suspension of the Services.

15. Cancellation and Termination

Client may cancel recurring Services by providing written notice to Apex AI Consultants.

Cancellation shall not relieve Client of responsibility for:

• Outstanding subscription fees already incurred;
• Approved third-party usage costs;
• Fees for Services already performed.

Upon cancellation:

• Access to the Services may be terminated;
• Hosted workflows may be disabled;
• AI agents may be deactivated;
• Third-party integrations may be disconnected.

Apex AI Consultants reserves the right to terminate or suspend Services immediately if Client:

• Violates these Terms;
• Uses the Services unlawfully;
• Fails to pay undisputed invoices;
• Creates a security risk;
• Misuses the Services in a manner likely to harm Apex or other users.

16. SMS Messaging Terms

By providing a mobile telephone number or otherwise opting into SMS communications, Client acknowledges that Apex AI Consultants or businesses utilizing our Services may send text messages related to the Services.

These messages may include:

• Appointment confirmations
• Appointment reminders
• Customer service communications
• Notifications
• Business updates
• Follow-up communications
• Marketing communications where permitted by law and where appropriate consent has been obtained

Message frequency varies depending upon usage.

Standard message and data rates may apply according to the recipient's mobile carrier.

Recipients may opt out at any time by replying STOP.

Recipients may obtain assistance by replying HELP, or by contacting Apex AI Consultants directly.

Opting out of SMS communications may affect the functionality of certain Services.

17. Acceptable Use

Client agrees to use the Services only for lawful business purposes.

Client shall not use the Services to:

• Violate any federal, state, or local law;
• Send unsolicited communications without required consent;
• Engage in fraudulent or deceptive practices;
• Harass or threaten another person;
• Transmit malware or malicious software;
• Attempt unauthorized access to any system;
• Interfere with the operation of the Services;
• Reverse engineer or copy Apex software or workflows;
• Resell the Services without written authorization;
• Misrepresent Client's identity or authority.

Apex AI Consultants may immediately suspend Services if Client violates this section.

18. Intellectual Property

All software, workflows, prompts, automations, templates, APIs, documentation, proprietary methodologies, source code, object code, AI prompts, workflow architecture, and other technology developed by Apex AI Consultants remain the exclusive property of Apex AI Consultants LLC.

Except for the limited right to use the Services during the term of an applicable Service Agreement, no ownership rights are transferred to Client.

Client may not:

• Copy our software;
• Duplicate workflows;
• Reverse engineer our technology;
• Resell our Services;
• Create derivative works from proprietary Apex technology;
• Remove copyright notices;
• Distribute our software without written permission.

Nothing contained herein transfers ownership of Apex's intellectual property.

19. Client Data

Client retains ownership of information supplied to Apex, including:

• Customer information;
• Business information;
• Pricing information;
• Calendars;
• Contact information;
• Uploaded documents;
• Business policies.

Client grants Apex AI Consultants a limited, non-exclusive license to access, process, store, transmit, and use Client Data solely for the purpose of providing, maintaining, improving, supporting, and securing the Services.

Apex AI Consultants does not acquire ownership of Client Data through the performance of the Services.

20. Feedback

Client may voluntarily provide suggestions, recommendations, feature requests, bug reports, or other feedback concerning the Services.

Unless otherwise agreed in writing, Client grants Apex AI Consultants a perpetual, irrevocable, worldwide, royalty-free license to use, modify, incorporate, reproduce, distribute, and otherwise utilize such feedback without compensation.

Feedback does not include Client's Confidential Information.

21. Confidentiality

During the course of providing Services, each Party may receive confidential or proprietary information belonging to the other.

Confidential Information includes, but is not limited to:

• Business processes;
• Pricing;
• Customer lists;
• API credentials;
• Software architecture;
• Technical documentation;
• Workflow designs;
• Proprietary business information;
• Financial information;
• Security information.

Each Party agrees to:

• Use Confidential Information only for purposes related to the Services;
• Protect Confidential Information using reasonable care;
• Not disclose Confidential Information except as required to perform the Services or as required by law.

These obligations survive termination of the Services.

22. Security

Apex AI Consultants implements commercially reasonable administrative, technical, and organizational safeguards designed to protect Client information.

However, Client acknowledges that:

• No internet-connected system is completely secure;
• Cybersecurity threats continually evolve;
• Third-party providers may experience security incidents.

Client is responsible for:

• Protecting passwords;
• Enabling multi-factor authentication where available;
• Limiting administrative access;
• Promptly notifying Apex of suspected unauthorized access.

23. Data Backup

Although Apex AI Consultants takes reasonable measures to maintain the integrity of Client information, Client remains responsible for maintaining independent backups of business-critical records unless otherwise agreed in writing.

Apex AI Consultants shall not be responsible for data loss resulting from:

• Third-party provider failures;
• Client error;
• Unauthorized access;
• Hardware failures;
• Internet outages;
• Events beyond our reasonable control.

24. Promotional Rights

Unless otherwise agreed in writing, Apex AI Consultants may identify Client as a customer of Apex AI Consultants LLC.

However, Apex shall not publish Client's confidential information, call recordings, customer information, or internal business data without Client's prior written consent.

Client may revoke permission for public marketing references by providing written notice.

25. No Business Guarantee

Apex AI Consultants provides technology designed to improve business operations.

However, we do not guarantee:

• Increased revenue;
• Increased sales;
• Additional leads;
• Customer retention;
• Appointment bookings;
• Conversion rates;
• Business growth;
• Return on investment.

Business results depend upon numerous factors beyond Apex AI Consultants' control, including Client operations, pricing, staffing, competition, and market conditions.

Accordingly, Client acknowledges that Apex AI Consultants makes no guarantee regarding specific business outcomes resulting from use of the Services.

26. Warranty Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN A WRITTEN SERVICE AGREEMENT, ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APEX AI CONSULTANTS LLC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION:

• Merchantability;
• Fitness for a particular purpose;
• Non-infringement;
• Accuracy;
• Availability;
• Reliability;
• Error-free operation; and
• Continuous or uninterrupted service.

Apex AI Consultants does not warrant that:

• The Services will operate without interruption;
• Every communication will be delivered successfully;
• Every appointment will be booked successfully;
• Artificial intelligence responses will always be accurate;
• Third-party services will remain available;
• Software defects will be corrected immediately;
• The Services will satisfy every business requirement.

Client assumes all risks associated with use of the Services.

27. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APEX AI CONSULTANTS LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES.

THIS INCLUDES, WITHOUT LIMITATION:

• Lost profits;
• Lost revenue;
• Lost customers;
• Lost business opportunities;
• Loss of goodwill;
• Business interruption;
• Lost appointments;
• Lost leads;
• Lost data;
• Cost of substitute services;
• Loss resulting from AI-generated responses;
• Third-party outages.

To the fullest extent permitted by law, Apex AI Consultants' total cumulative liability arising from or relating to the Services shall not exceed the total amount of Apex service fees actually paid by the Client during the three (3) months immediately preceding the event giving rise to the claim.

For Clients participating in a beta program without paying Apex service fees, Apex AI Consultants' aggregate liability shall not exceed five hundred dollars ($500.00), to the extent permitted by law.

Nothing contained herein limits liability where such limitation is prohibited by applicable law.

28. Indemnification

Client agrees to defend, indemnify, and hold harmless Apex AI Consultants LLC, its members, managers, employees, contractors, agents, successors, and affiliates from and against any claims, demands, liabilities, damages, judgments, settlements, penalties, fines, losses, costs, and reasonable attorneys' fees arising out of or relating to:

• Client's use of the Services;
• Client's violation of these Terms;
• Client's violation of applicable law;
• Client's communications with customers;
• Client's failure to obtain required customer consent;
• Client's business operations;
• Information supplied by Client;
• Client's products or services;
• Client's negligence, fraud, or willful misconduct.

This obligation shall survive termination of the Services.

29. Suspension of Services

Apex AI Consultants reserves the right to immediately suspend or restrict access to the Services if:

• Client violates these Terms;
• Client fails to pay undisputed amounts when due;
• Continued operation creates a security risk;
• Apex reasonably believes the Services are being used unlawfully;
• Required third-party services become unavailable;
• Continued operation could expose Apex to legal or financial liability.

Where reasonably practicable, Apex will notify Client of the suspension and provide an opportunity to cure the issue when appropriate.

30. Force Majeure

Apex AI Consultants shall not be liable for any delay, interruption, or failure to perform resulting from causes beyond its reasonable control, including but not limited to:

• Natural disasters;
• Fire;
• Flood;
• Earthquake;
• Severe weather;
• Power outages;
• Internet outages;
• Telecommunications failures;
• Cybersecurity incidents;
• Government actions;
• Labor disputes;
• Pandemics;
• War;
• Civil unrest;
• Failures of third-party providers.

Performance shall be excused for the duration of the force majeure event.

31. Changes to These Terms

Apex AI Consultants may modify these Terms from time to time.

Updated versions will be posted on our website with a revised Effective Date.

Material changes affecting existing Clients may also be communicated by email or other reasonable means.

Continued use of the Services following the effective date of revised Terms constitutes acceptance of those revisions.

32. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

33. Dispute Resolution

The Parties agree to first attempt in good faith to resolve any dispute through informal negotiations.

If a dispute cannot be resolved informally, either Party may pursue any remedies available under applicable law.

Unless otherwise required by law, any legal action arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Riverside County, California.

Each Party consents to the personal jurisdiction and venue of those courts.

Nothing in this Section limits either Party's right to seek temporary or permanent injunctive relief to protect confidential information, intellectual property, or other proprietary rights.

34. Attorneys' Fees

In any legal action arising out of or relating to these Terms or the Services, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, court costs, and litigation expenses to the extent permitted by applicable law.

35. Electronic Communications and Electronic Signatures

Client agrees that Apex AI Consultants may provide agreements, invoices, notices, disclosures, and other communications electronically.

Client further agrees that electronic signatures, typed names, digital approvals, website acceptance, checkbox acknowledgments, and similar electronic actions constitute legally binding signatures to the fullest extent permitted by applicable law.

Electronic acceptance through Apex AI Consultants' website, client portal, or approved electronic signature platform shall have the same legal force and effect as a handwritten signature.

36. Entire Agreement

These Terms, together with any applicable Service Agreement, Statement of Work, Proposal, Privacy Policy, Order Form, or other written agreement between the Parties, constitute the entire agreement relating to the Services.

In the event of a conflict:

• The applicable Service Agreement or Statement of Work shall control regarding project-specific pricing, deliverables, and timelines.
• These Terms shall control regarding the general legal relationship between the Parties.
• The Privacy Policy shall govern the collection, use, disclosure, and protection of personal information.

No verbal statements or prior communications shall modify these Terms unless confirmed in writing by Apex AI Consultants.

37. Severability

If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

38. Waiver

Failure by Apex AI Consultants to enforce any provision of these Terms shall not constitute a waiver of future enforcement of that or any other provision.

No waiver shall be effective unless made in writing and signed by an authorized representative of Apex AI Consultants.

39. Assignment

Client may not assign or transfer any rights or obligations under these Terms without the prior written consent of Apex AI Consultants.

Apex AI Consultants may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of substantially all assets, or transfer of the Services.

40. Contact Information

Questions regarding these Terms may be directed to Apex AI Consultants LLC.

41. Acknowledgment

BY ACCESSING OUR WEBSITE, USING OUR SERVICES, EXECUTING A SERVICE AGREEMENT, OR OTHERWISE ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.