1) Acceptance

By accessing or using the websites, applications, software, or services of Very Good AI, LLC (collectively, the “Services”), you agree to these Terms of Service (“Terms”) and our Privacy Policy. If you are entering into these Terms on behalf of an organization, you represent that you are authorized to bind that organization.

2) Eligibility & Business Use

• The Services are intended for use by businesses in the United States. You must be at least 18 years old.
• We do not knowingly provide Services to children under 13 or direct Services to individuals outside the U.S.

3) Services & Subscriptions

We provide AI consulting, automations, integrations, analytics, and related software. Services may be offered via subscription tiers, implementation projects, and usage-based add-ons (e.g., SMS/MMS/voice, data storage, API calls). We may modify features with reasonable notice and will avoid materially reducing core functionality during a paid term without notice.

4) Orders, Fees & Payment

• Fees, setup charges, and taxes are specified at purchase or in an order form. Usage-based charges (e.g., per message/minute/storage) are billed in arrears.
• You authorize us and our payment processor to charge all amounts due. Late or failed payments may result in suspension or termination.
• Except where required by law, fees are non-refundable. Promotional pricing does not apply retroactively.

5) Customer Content & License

Ownership. You retain ownership of content and data you or your end-users submit to or through the Services (“Customer Content”).

License to VGAI. You grant us a non-exclusive, worldwide license to host, process, transmit, display, and otherwise use Customer Content solely to provide and support the Services and as otherwise permitted in a signed agreement or DPA/Privacy Policy.

Your Responsibilities. You represent that you have obtained all rights and consents necessary for our processing of Customer Content and that your use of the Services will comply with applicable laws and third-party terms.

6) Acceptable Use

• No unlawful, harmful, deceptive, or infringing content; no harassment or spam.
• No unauthorized scraping, penetration testing, or interference with the Services.
• No reselling, sublicensing, or sharing accounts except as explicitly permitted.
• Respect rate limits and fair-use parameters; do not attempt to bypass security or usage controls.

We may investigate suspected violations and remove content or suspend access where reasonably necessary to protect the Services or comply with law.

7) Messaging & Telephony Compliance

• You must maintain documented consent for A2P messaging and comply with carrier requirements (e.g., 10DLC/toll-free registration) and laws such as the TCPA and CAN-SPAM.
• We globally honor STOP/HELP keywords; we may suspend campaigns that generate excessive complaints or violate carrier policies.
• Call recording (if enabled) requires all legally required one-/all-party consent notices; default retention may apply per your order.

8) Integrations & Third-Party Services

The Services may interoperate with third-party platforms (e.g., carriers, cloud providers, CRMs). Your use of those platforms is governed by their terms. We are not responsible for third-party availability, security, or data practices.

9) Confidentiality

Each party may receive non-public information marked or reasonably understood to be confidential (“Confidential Information”). The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel/contractors bound by similar obligations or as required by law.

10) Data & Privacy

Our collection and use of personal information are described in our Privacy Policy. For Customer Content, we act as a service provider/processor under our Data Processing Addendum (DPA). Model training is off by default unless you opt in via contract or admin setting.

11) Security

We implement administrative, technical, and physical safeguards appropriate to our Services, including encryption in transit/at rest, role-based access, MFA for privileged access, audit logging, and least-privilege practices. No method is 100% secure; you are responsible for safeguarding credentials.

12) Availability & Support

We strive for reliable operation and will provide support per your plan or order form. Planned maintenance and events beyond our reasonable control may affect availability.

13) Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE SPECIFIC BUSINESS RESULTS OR ERROR-FREE OPERATION.

14) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS/REVENUE/GOODWILL. EXCEPT FOR AMOUNTS OWED FOR FEES, CONFIDENTIALITY BREACHES, OR INDEMNIFICATION OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS IS LIMITED TO THE AMOUNTS PAID OR PAYABLE TO VGAI BY YOU FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15) Indemnification

You will defend, indemnify, and hold harmless VGAI and its affiliates from and against claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms or applicable law; or (c) Customer Content or your integrations.

16) Term, Suspension & Termination

• These Terms apply while you access the Services. Subscriptions renew per your order unless cancelled per its terms.
• We may suspend or terminate access for material breach, security risk, unlawful activity, or nonpayment. We will use commercially reasonable efforts to provide notice when practicable.
• Upon termination, your access ends; we will delete or return Customer Content from active systems per our Retention commitments and the DPA.

17) Beta/AI Features & Training

We may offer preview or experimental features (“Beta”). Beta is provided without SLA or warranty and may be modified or discontinued at any time. Unless you explicitly opt in, Customer Content is not used for model training.

18) IP, Ownership & Feedback

We and our licensors own the Services and all related intellectual property. No rights are granted except as expressly provided. By submitting feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction.

19) Publicity

We may identify your organization as a customer using name and logo, subject to your reasonable brand guidelines. You may opt out of publicity by notifying us in writing.

20) Export & Sanctions

You represent that you are not located in, under the control of, or a national/resident of any country or party subject to U.S. embargoes or sanctions, and you will comply with U.S. export control and sanctions laws.

21) Governing Law & Disputes

These Terms are governed by the laws of the State of Florida, without regard to conflicts of laws. The exclusive venue for any action arising out of or relating to these Terms is the state or federal courts located in Miami-Dade County, Florida, and the parties consent to personal jurisdiction there. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL TO THE EXTENT PERMITTED BY LAW.

22) Changes to These Terms

We may update these Terms from time to time. If changes are material, we will provide notice (e.g., by email, in-app notice, or posting on our site). Your continued use after the effective date constitutes acceptance.

23) Miscellaneous

• Force Majeure: Neither party is liable for delays or failures due to events beyond reasonable control.
• Assignment: You may not assign these Terms without our prior written consent; we may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Notices: We may provide notices via email, in-product messaging, or posting. Your notices to us must be sent to info@verygoodai.co.
• Entire Agreement: These Terms, any order forms, and incorporated policies (Privacy Policy, DPA) form the entire agreement and supersede prior understandings.
• Severability; Waiver: If any provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.

This document is for general information only and is not legal advice. Please consult counsel to tailor for your specific use.

Contact

Very Good AI, LLC · 9942 NW 87th Terr, Doral, FL 33178 · info@verygoodai.co · 786-224-4585