Terms of Service & Usage Agreement

These Terms of Service (“Terms”) govern access to and use of NaiL LLC’s software, AI agents, automation systems, and related services (collectively, the “Services”) by the subscribing business entity (“Client”).

Submission of payment constitutes acceptance of these Terms and creates a legally binding agreement between Client and NaiL LLC (“Provider”).

1. Services

Provider delivers AI-powered call handling agents (“NaiL Agent™”), automation systems, and associated platform services designed to assist Client with inbound communications, scheduling, and operational workflows.

Services may include but are not limited to:

• Onboarding and configuration
• Licensing of one or more NaiL Agent™ instances per location
• Ongoing updates and optimization
• Integration support
• AI-generated response processing

Services are limited to the subscription tier selected at sign-up.

2. License & Access

Subject to payment and compliance with these Terms, Provider grants Client a limited, non-exclusive, non-transferable, revocable license to use the NaiL Agent™ and associated platform solely for internal business purposes.

Each subscription covers one license unless otherwise specified. License remains active only while Client maintains current payment status. Provider retains all rights, title, and interest in and to the NaiL Agent™, platform, system architecture, workflows, prompts, training structures, software, and underlying technology.

3. Fees & Payment

3.1 Monthly Fees

Client agrees to pay the recurring monthly management fee selected during sign-up.

Fees include platform access, updates, maintenance, and ongoing optimization.

3.2 Automatic Billing

Submission of payment information authorizes Provider to securely store payment credentials and automatically charge the selected payment method on a recurring basis.

3.3 Usage / Token Costs

Subscriptions include up to 500 call minutes per month unless otherwise specified. Client is responsible for AI token or usage costs exceeding included amounts. Overage usage will be billed automatically.

3.4 Refund Policy

Onboarding or setup fees, if applicable, are non-refundable. Monthly fees are non-refundable once billed.

4. Term & Termination

4.1 Term

Service begins upon initial payment and continues month-to-month unless terminated in accordance with these Terms.

4.2 Termination for Convenience

Either party may terminate upon thirty (30) days written notice. Client remains responsible for fees during the notice period.

4.3 Termination for Cause

Either party may terminate immediately if the other materially breaches these Terms and fails to cure such breach within fifteen (15) days after written notice.

Upon termination: Platform access will be revoked and License rights immediately cease.

5. Client Responsibilities

Client agrees to:

• Provide accurate service area information
• Maintain proper calendar routing and representative assignments
• Supply necessary templates, collateral, and business details
• Operate in compliance with applicable laws and regulations

Performance of the NaiL Agent™ depends on the accuracy of information and system integrations provided by Client.

6. No Revenue Guarantee

Provider supplies automation and call handling services only. No guarantee is made regarding: Revenue outcomes, Lead volume, Appointment booking rates, or Business performance.

Results depend on Client’s internal operations, staffing, service areas, sales processes, and market conditions.

7. Confidentiality

Each party agrees to maintain the confidentiality of proprietary information received from the other party and to use such information solely for purposes related to the Services.

8. Intellectual Property & Reuse Rights

All systems, prompts, architecture, training logic, workflows, and related intellectual property remain the exclusive property of Provider. Provider retains the right to reuse non-identifiable system architecture, workflows, and build structures for other clients. Client-specific proprietary data will not be disclosed without authorization.

9. Project Showcase

Unless otherwise agreed in writing, Provider may reference Client as a customer in marketing materials, case studies, or portfolio examples, excluding confidential or proprietary information.

10. Limitation of Liability

Provider’s liability under these Terms shall be limited to the amount paid by the Client for the Services. In no event shall Provider be liable for any indirect, incidental, consequential, or special damages.

11. Indemnification

Client agrees to indemnify and hold harmless Provider from any claims, damages, liabilities, or expenses arising from:

• Misuse of the Services
• Inaccurate routing, service area, or operational data
• Regulatory or licensing violations
• Sales representations or commitments made by Client

12. Governing Law

These Terms shall be governed by the laws of the State of Colorado, without regard to conflict of law principles.

13. Amendments

Provider may update these Terms from time to time. Continued use of the Services following updates constitutes acceptance of the revised Terms.

14. Entire Agreement

These Terms constitute the entire agreement between Client and Provider and supersede all prior agreements, proposals, or understandings relating to the Services.

15. Acceptance

Submission of payment confirms that Client is authorized to bind the business entity and Client has reviewed and agrees to these Terms.

A legally binding agreement is formed as of the date of payment submission.