TERMS OF SERVICE AGREEMENT
Chatbot Installation and Monthly Maintenance Services
Effective Date: [Immediately]
This Terms of Service Agreement (“Agreement”) is entered into by and between AXL, LLC, a Michigan limited liability company doing business as BuiltforYou.Ai, with its principal place of business located at [Insert Business Address] (“Provider”), and the client identified below (“Client”). This Agreement governs the terms under which Provider will install and maintain a chatbot on the Client’s website.
1. Scope of Services
Provider agrees to:
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Install, configure, and deploy a chatbot on the Client’s website, including limited customization based on the Client’s specifications.
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Provide ongoing monthly services including technical support, performance monitoring, and basic updates.
Any additional customization or development work beyond the standard scope shall require a separate written agreement or addendum and may incur additional fees.
2. Fees and Payment Terms
a. Setup Fee:
Client agrees to pay a one-time, non-refundable setup fee of $[Insert Amount]. This fee is due upon execution of this Agreement and before any services are rendered.
b. Monthly Service Fee:
Client agrees to pay a recurring service fee of $[Insert Amount] per month, which includes ongoing maintenance, monitoring, and standard technical support. Monthly fees begin upon the completion of chatbot installation.
c. Invoicing and Payment:
Unless otherwise agreed in writing, monthly invoices will be issued on the [1st] of each month and are payable within ten (10) days of receipt.
d. Late Payment:
Payments not received within ten (10) days of the invoice date may be subject to a late fee of 1.5% per month or the highest rate permitted under Michigan law, whichever is less. Provider reserves the right to suspend services for non-payment.
3. Term and Termination
This Agreement shall begin on the Effective Date and continue on a month-to-month basis unless terminated as follows:
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By Client: With thirty (30) days’ written notice to Provider.
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By Provider: At any time, with or without cause, upon thirty (30) days’ written notice to Client, or immediately for non-payment or material breach by Client.
Upon termination, Client’s access to the chatbot and related services will be discontinued. No refunds will be issued for partial months of service.
4. Ownership and License
a. Client Content:
Client retains all ownership rights in and to any content provided by the Client for use in the chatbot.
b. Provider IP:
Provider retains ownership of all proprietary tools, codebases, scripts, templates, and technology used in the chatbot platform. Client is granted a limited, non-exclusive, non-transferable license to use the chatbot service as deployed on their website for the duration of this Agreement.
5. Client Responsibilities
Client shall:
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Provide timely access to website backend systems, content, and personnel as reasonably needed for chatbot implementation.
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Not use the chatbot for any illegal, infringing, or abusive purposes.
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Comply with all applicable laws and regulations, including data protection requirements related to end-user data.
6. Warranty Disclaimer
THE CHATBOT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
7. Limitation of Liability
To the fullest extent allowed by Michigan law, in no event shall Provider be liable for any indirect, incidental, special, or consequential damages, including loss of profits or data, arising from or related to this Agreement.
Provider’s total liability for any claim arising under this Agreement shall not exceed the total amount paid by Client in the three (3) months preceding the event giving rise to the claim.
8. Confidentiality
Both parties agree to keep confidential all proprietary or non-public information disclosed during the term of this Agreement, unless disclosure is required by law.
9. Governing Law and Jurisdiction
This Agreement shall be governed by and construed under the laws of the State of Michigan, without regard to its conflict of law provisions. The parties agree that any legal action or proceeding shall be brought exclusively in the state or federal courts located in [Insert County], Michigan, and each party hereby consents to the personal jurisdiction of such courts.
10. Entire Agreement
This Agreement constitutes the full and complete understanding between the parties. Any amendments must be in writing and signed by both parties.
11. Severability
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.