Terms Of Service

Overview

Welcome to SimpleTalk.AI (“SimpleTalk,” the “Company,” “we,” “us,” or “our”). The terms “you” or “your” refer to your Company. By signing this agreement or using our services, you signify your agreement to these Terms of Service (“Terms”). If you do not agree, you are not eligible to receive services from SimpleTalk.AI.

Our services, content, and functionalities may change from time to time without notice.

Brand Name / Company Name: SimpleTalk, LLC (d/b/a SimpleTalk.AI)

Acceptance of Terms

By accessing, browsing, or using our services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms and our Privacy Policy. These Terms govern your use of the services, any content or functionality offered through them, and any related interactions.

Call, Voicemail, Email, and Text Communications

Message and Data Rates: By opting in to our communications, you acknowledge that message and data rates may apply based on your mobile phone service provider.
Message Frequency: When you sign up for text or other messaging services, you agree that message frequency may vary based on your usage, alerts, and the nature of our services.
Opt-Out Instructions: You can opt out of receiving messages at any time by replying “STOP” to any text you receive from us. For emails, you can unsubscribe via the link provided in each message.
Customer Support: If you have questions or need help, please email us at support@simpletalk.ai.
Link to Privacy Policy: All communications and data handling are subject to our Privacy Policy.

Monitoring and Recording

We monitor and record calls, voicemails, texts, and email logs for quality assurance, training, and compliance. By communicating with us, you consent to this monitoring and recording.

(All other existing sections—“Acceptance of Terms,” “Privacy Policy,” “Permissions,” “Fees,” “Limitations of Liability,” etc.—remain as previously stated. The text below is shown in summary form to indicate no changes. If you need the full existing sections, you can merge them in.)

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Privacy Policy

The Company respects the privacy of its clients. Please refer to the Company’s Privacy Policy which explains how we collect, use, and disclose information that pertains to your privacy. By signing this agreement, you signify your agreement to the Privacy Policy as well as these Terms of Service. The services described below will only apply to said services the client has agreed to purchase.

1. Permissions Granted in Connection with Services:

In order to perform the Services, the Client gives SimpleTalk.AI the right to use previous content, content given in forms, social media content, copy, scripts and other content provided by the Client.

2. Additional Terms Related to Services:

SimpleTalk.AI will provide services running Conversational AI for said client. There is no guarantee of results, or scalability. Client is responsible to launch, manage and run their website and business backend effectively.
SimpleTalk.AI will not provide any refund or part refund for the services once paid. Client also accepts that once the initial process is started with onboarding forms and strategy call, the offer, project scope, or business model/product may not be changed. If the Client wishes to change their project scope, a second full payment will be required where activation fees are present.
SimpleTalk.AI will also provide client support and reports as needed. The Client is solely responsible for any advice they decide to action and any given outcome. SimpleTalk.AI is not liable if the client takes action that results in a decline in business revenue, legal liability or any other actions that may result in a negative impact to the Clients business.
ALTHOUGH THE GOAL IS TO PROVIDE CONSULTING AND MANAGEMENT SERVICES THAT CAN PROVIDE AN OVERALL POSITIVE EXPERIENCE AND ROI, THIS IS BY NO WAY GUARANTEED AND DEPENDS ON A NUMBER OF FACTORS. SimpleTalk.AI IS NOT LIABLE IF A POSITIVE RETURN IS NOT MET OR NO REVENUE IS PRODUCED FROM THIS MANAGEMENT SERVICE AND CLIENT UNDERSTANDS THE RISK. NO REFUND OR GUARANTEE WILL BE GIVEN UNDER ANY CIRCUMSTANCE.
Account Setup: To access certain features of our services, you must create an account providing accurate and complete information. You are responsible for maintaining the confidentiality of your account and password.
Account Responsibilities: You agree to accept responsibility for all activities that occur under your account or password. You should notify us immediately of any unauthorized use of your account or any other breach of security.
Compliance with Laws: You will use our services only for lawful purposes and in accordance with these Terms.

3. Development of Scripting Copy:

SimpleTalk.AI, working in conjunction with the Client, may at times help develop the prompt engineering and scripting and other content to be utilized in the Client’s business. It is Client’s responsibility to review all facts, representations and any legal claims in such statements and website and Content for accuracy. Client is required to check the contents being published by SimpleTalk.AI at least once per week.. Client is ultimately responsible for any claims in copy, even if written by SimpleTalk.AI that may breach local, state or federal laws. Client is also responsible for any copyright infringement with other companies. While the Content will be developed in conjunction with the Client, the Client will be solely liable for such Website and Content, including all legal claims and other product/service efficacy claims made therein, and all legal aspects of the use of such copy. IN NO EVENT WILL SimpleTalk.AI HAVE ANY LIABILITY FOR THE USE, DISTRIBUTION AND/OR DISSEMINATION OF ANY SUCH CONTENT.

4. Third Party Software and Content Licenses:

Client shall be solely responsible for the maintenance of all software and other third-party content licenses. To the extent that a new license or additional licenses are required for SimpleTalk.AI to provide the Services, SimpleTalk.AI will notify the Client in advance of all new or additional licenses and will facilitate purchase of said licenses where applicable. In no event will SimpleTalk.AI provide any Services with respect to which Client cannot demonstrate that it has obtained a license broad enough to allow such Services.

5. Fees and Expenses:

SimpleTalk.AI. shall perform the Services for “Conversational AI” and contents are to be paid in advance upon signing the contract. Your monthly retainer is on autobill. The Minimum bucket/package tier will be charged regardless of use.

6. Payment Terms:

SimpleTalk.AI shall require listed payment in advance. Any remaining payments must be paid prior to the completion of your project. Any future work incurred will be due within seven (7) days following the invoice and outstanding payments will cause the instant shut down of all 3rd party systems and all funnels/automations/implementations if applicable until all outstanding payments are settled. SimpleTalk.AI is not responsible for loss of revenue or opportunity if the funnels are closed down due to outstanding payments.

7. Billing and Chargeback Policy for Metered Usage:

a) Billing Methodology:
- Our Voice AI services are billed based on metered usage, reflecting the actual volume of interactions processed by our system. This approach ensures that you only pay for what you use, providing flexibility and scalability for your operations. Billing is automated, with charges calculated and applied to your account in accordance with the usage metrics recorded during your billing cycle.
b) Handling of Billing Discrepancies:
1. We understand that discrepancies in billing, including potential overcharges due to unusually high usage or system errors, may occur. In such instances, we are committed to resolving these matters swiftly and transparently. If you believe your account has been overcharged, we request that you contact our customer support team immediately. We will investigate the discrepancy and, if an overcharge is confirmed, reverse any excess charges promptly to ensure there is no disruption to your operational functions.
c) Policy on Chargebacks:
1. In the event of a dispute concerning metered usage charges, we strongly encourage direct communication with our team to resolve the matter. Filing a chargeback with your financial institution should be considered a last resort and only if resolution through our internal processes proves unsatisfactory.
2. Should a chargeback be filed, we reserve the right to pause all active campaigns and suspend access to our services until the matter is fully resolved. This measure is necessary to manage financial risks and operational integrity but is intended as a protective rather than punitive action.
3. We aim to avoid chargebacks through proactive communication and resolution of billing issues. However, if a chargeback is initiated, reinstatement of services will require the resolution of the dispute, including any fees associated with the chargeback process, and a clear understanding to prevent future occurrences.
d) Commitment to Fair Billing Practices:
1. Simpletalk.ai is committed to transparent, fair billing practices. We strive to ensure that all charges accurately reflect your usage of our Voice AI services. Our team is dedicated to providing support and resolving any billing issues efficiently to minimize impact on your business.

8. Intellectual Property:

Client Proprietary Intellectual Property: SimpleTalk.AI acknowledges that as part of performing the Services, SimpleTalk.AI personnel may have access to or utilize Client proprietary software, methodologies, tools, specifications, drawings, sketches, models, samples, records, documentation, works of authorship or creative works, ideas, knowledge or data which has been originated or developed by personnel of Client or its affiliates or by third parties under contract to Client to develop same, or which has been purchased by, or licensed to, Client (collectively, “Client Proprietary Intellectual Property”). SimpleTalk.AI agrees that Client Proprietary Intellectual Property is the sole property of Client (or its licensor) and that Client (or its licensor) will at all times retain sole and exclusive title to or ownership thereof. Nothing contained in this Agreement or otherwise shall be construed to grant to SimpleTalk.AI any right, title, license or other interest in, to or under any Client Proprietary Intellectual Property (whether by estoppel, implication or otherwise), except the right to modify and otherwise use the Client Proprietary Intellectual Property only in conjunction with the performance of the Services.
Ownership of SimpleTalk.AI: Subject to the provisions of Sections 8(c), 8(d) and 8(e), below, SimpleTalk.AI agrees that upon payment in full, the SimpleTalk.AI Deliverables shall become the property of, and ownership thereof shall vest in, Client. SimpleTalk.AI agrees to take all reasonably necessary actions which are necessary to assure the conveyance to Client of all right, title and interest in, to and under any SimpleTalk.AI Deliverables, including copyright. The cost of conveying such rights shall be at Client’s expense.
Residual Rights: Notwithstanding the above, Client agrees that SimpleTalk.AI, its affiliates and their respective employees and agents shall be free to use and employ their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, tools, processes, techniques or skills gained or learned either before or during the course of any Services performed hereunder, subject to its obligations respecting Client’s Confidential Information pursuant to Section 8, below. Client understands and agrees that SimpleTalk.AI and its affiliates may perform similar services for third parties using the same personnel that SimpleTalk.AI may utilize for rendering the Services for Client hereunder, subject to SimpleTalk.AI obligations respecting Client’s Confidential Information pursuant to Section 8.
SimpleTalk.AI Proprietary Intellectual Property: Client acknowledges that as part of performing the Services, SimpleTalk.AI personnel may utilize SimpleTalk.AI proprietary authoring scripts, source code, custom utilities and other proprietary software, methodologies, tools, specifications, drawings, sketches, models, samples, records, documentation, works of authorship or creative works, ideas, knowledge or data which has been originated or developed by the personnel of SimpleTalk.AI or its affiliates or by third parties under contract to SimpleTalk.AI to develop same, or which has been purchased by, or licensed to, SimpleTalk.AI, or may otherwise create any of the foregoing as part of the Services (collectively, “SimpleTalk.AI Proprietary Intellectual Property”). Client agrees that SimpleTalk.AI’s Proprietary Intellectual Property is the sole property of SimpleTalk.AI (or its licensor) and that SimpleTalk.AI (or its licensor) will at all times retain sole and exclusive title to and ownership thereof and is considered Confidential Information of SimpleTalk.AI as set forth in Section 8, below. Nothing contained in this Agreement or otherwise shall be construed to grant to Client any right, title, license or other interest in, to or under any SimpleTalk.AI Proprietary Intellectual Property (whether by estoppel, implication or otherwise), except as expressly provided in the next sentence. Notwithstanding the immediately preceding sentence, SimpleTalk.AI agrees that upon payment in full, SimpleTalk.AI hereby grants to Client a limited, perpetual, royalty free, fully-paid, non-exclusive, non-assignable worldwide license to use, copy, modify and create derivative works of any SimpleTalk.AI Proprietary Intellectual Property which is included within the SimpleTalk.AI Deliverables, solely for the purpose of using or otherwise exploiting the SimpleTalk.AI Deliverable as contemplated by the Statement of Work. In no event may Client sell, assign, transfer or otherwise exploit any such SimpleTalk.AI Deliverable except as specifically provided herein.
SimpleTalk.AI Enhancements: Client agrees that any additions, enhancements, improvements or other modifications to SimpleTalk.AI Proprietary Intellectual Property developed, acquired, or first conceived or reduced to practice by SimpleTalk.AI personnel or any third party on behalf of SimpleTalk.AI, whether in conjunction with performing the Services for Client or otherwise ( “SimpleTalk.AI Enhancements") shall be the sole property of, and ownership shall vest in, SimpleTalk.AI (or its licensor). Client agrees to take all reasonably necessary actions which are necessary to assure the conveyance of all right, title and interest in, to and under any SimpleTalk.AI Enhancements, including copyright, to SimpleTalk.AI (or its licensor). The cost of conveying such rights shall be at SimpleTalk.AI expense. Notwithstanding the immediately preceding sentence, SimpleTalk.AI agrees that upon payment in full, SimpleTalk.AI hereby grants to Client a limited, perpetual, royalty free, fully-paid, non-exclusive, non-assignable worldwide license to use, copy, modify and create derivative works of any v Enhancement which is included within the SimpleTalk.AI Deliverables, solely for the purpose of using or otherwise exploiting the SimpleTalk.AI Deliverable as contemplated by the Statement of Work.
SimpleTalk.AI has the right to remove any of the related campaigns and content created during its contracted period prior to termination of this Agreement if any amounts payable from the Client remain outstanding. Until payment in full of such outstanding amounts, all content and campaigns remain the intellectual property of SimpleTalk.AI.

9. Confidentiality:

Client and SimpleTalk.AI shall each (i) hold the Confidential Information (as defined below) of the other in trust and confidence and avoid the disclosure or release thereof to any other person or entity by using the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care, and (ii) not use the Confidential Information of the other party for any purpose whatsoever except as expressly contemplated under this Agreement or any Statement of Work. Each party shall disclose the Confidential Information of the other only to those of its employees having a need to know such Confidential Information and shall take all reasonable precautions to ensure that its employees comply with the provisions of this Section 9.
The term “Confidential Information” shall mean any and all information or proprietary materials (in every form and media) not generally known in the relevant trade or industry and which has been or is hereafter disclosed or made available by either party (the “disclosing party”) to the other (the “receiving party”) in connection with the efforts contemplated hereunder, including (i) all trade secrets, (ii) existing or contemplated products, services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto, and (iii) information relating to business plans, sales or marketing methods and Client lists or requirements.
The obligations of either party under this Section 9 will not apply to information that the receiving party can demonstrate (i) was in its possession at the time of disclosure and without restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the receiving party, (iii) has been received from a third party without restriction on disclosure and without breach of agreement or other wrongful act by the receiving party, (iv) is independently developed by the receiving party without regard to the Confidential Information of the other party, or (v) is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority, provided that the receiving party shall furnish prompt written notice of such required disclosure and reasonably cooperate with the disclosing party, at the disclosing party’s cost and expense, in any effort made by the disclosing party to seek a protective order or other appropriate protection of its Confidential Information.
Notwithstanding the foregoing, SimpleTalk.AI shall be entitled to use Client's name and results from the Services in any and all marketing materials utilized by SimpleTalk.AI to market its Services.

10. Term:

This term of this Agreement shall begin on the Effective Date and will remain in effect for as long as you are a client of Simpletalk unless earlier terminated pursuant to Section 11(a). This Agreement will renew automatically (each, a “Renewal Term”) following the end of the Initial Agreement unless either party shall have provided the other party with thirty (30) days’ notice prior to the end of the Initial Term or the then-current Renewal Term, as applicable, of its intention not to renew this Agreement. The Initial Term and the Renewal Term(s) are hereinafter collectively referred to as the “Term Agreement.”

11. Termination:

This Agreement may be terminated (x) for convenience at will for any reason by either party with thirty (30) days’ written prior notice to the other party after the initial project is completed. Additionally, it may be terminated (y) by either party (the “non-defaulting party”) if any of the following events occur by or with respect to the other party (the “defaulting party”): (i) the defaulting party commits a material breach of any of its obligations hereunder and fails to cure such breach within the time period set forth in Section 11(b) hereof or fails to reach an agreement with the non-defaulting party regarding the cure thereof; or (ii) any insolvency of the defaulting party, any filing of a petition in bankruptcy by or against the defaulting party, any appointment of a receiver for the defaulting party, or any assignment for the benefit of the defaulting party’s creditors.
In the event either party commits a material breach of any its obligations hereunder, the non-defaulting party will so notify the defaulting party in writing (and, in such notice, indicate the nature of the breach and the assertion of the non-defaulting party’s right to terminate). The defaulting party will have fourteen (14) days (except five (5) days in the case of payment of monies due) following receipt of such notice to cure such breach or, if such breach reasonably cannot be cured in fourteen (14) days, such longer period of time as may be reasonably necessary to effect such cure if the defaulting party furnishes to the non-defaulting party within such fourteen (14) day period a plan demonstrating that it is capable of curing the breach and thereafter diligently proceeds to prosecute such plan to completion. If such breach remains uncured after such cure period, the non-defaulting party may terminate this Agreement pursuant to this Section 10 effective immediately by sending further notice to such effect.
In the event SimpleTalk.AI terminates this Agreement for convenience or for cause pursuant to this Section 10, SimpleTalk.AI will be entitled to recover payment for all Services rendered through the date of termination (including for all work in progress).
Effect of Termination: In the event of termination or upon expiration of this Agreement, Sections 4, 5, 6, 7, 8, 11, 12, 13, 14, and 17 hereof will survive and continue in full force and effect.

12. Non-Solicitation:

During the Term hereof and for a period of eighteen (18) months thereafter, Client shall not, directly or indirectly through any affiliates, subsidiaries, related parties or intermediaries, solicit for employment or employ, whether as an employee or independent contractor, or hire, engage or accept services provided by, any employee, officer or independent contractor of SimpleTalk.AI.
In the event that Client violates the terms of this Section 11, Client shall pay to SimpleTalk.AI a sum equal to twelve (12) times the monthly compensation as paid by SimpleTalk.AI to such person for the last full month of employment or contracting period with SimpleTalk.AI. Client acknowledges and agrees that the foregoing payment has been calculated and agreed in advance, does not constitute a penalty, and shall be in addition to every other remedy now or hereafter enforceable at law, in equity, by statute or under this Agreement.

13. Warranty and Warranty Disclaimers:

SimpleTalk.AI warrants that its Services shall be performed in a manner that is consistent with applicable industry standards.
SimpleTalk.AI provides no guarantee of a positive improvement or return or any predictions. No refunds will be given, regardless of perceived standard. SimpleTalk.AI does not guarantee that its work will be error-free. SimpleTalk.AI DOES NOT WARRANT OR GUARANTEE THE RESULTS OR ACHIEVEMENTS OF THE SERVICES PROVIDED HEREUNDER.
No guarantee is made as to the efficacy or value of any Services performed. CLIENT UNDERSTANDS AND EXPRESSLY AGREES THAT, EXCEPT AS SET FORTH IN SECTION 13(a) ABOVE, SimpleTalk.AI MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO ANY SERVICES PROVIDED HEREUNDER, AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF ANY KNOWLEDGE OF CLIENT’S PARTICULAR NEEDS. NO EMPLOYEE, CONTRACTOR OR AGENT OF SimpleTalk.AI IS AUTHORIZED TO MAKE ANY ADDITIONAL WARRANTIES OR MODIFY THE FOREGOING LIMITED WARRANTY. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THIRTY DAYS AFTER THE DATE OF THE PROVISION OF THE APPLICABLE SERVICES. BECAUSE SOME STATES DO NOT ALLOW LIMITATIONS ON THE LENGTH OF AN IMPLIED WARRANTY, THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.
SimpleTalk.AI makes no warranties with respect to any third party supplier's services, software, equipment, hardware or other products provided by SimpleTalk.AI under this Agreement. SimpleTalk.AI will pass through to Client any warranty rights SimpleTalk.AI obtains under warranties and indemnities given by any third party suppliers in connection with any services, software, equipment, hardware or other products provided by SimpleTalk.AI solely to the extent permitted by the third party suppliers and provided that there is no additional cost to SimpleTalk.AI.
THE WARRANTIES SET FORTH IN THIS AGREEMENT SHALL EXTEND ONLY TO CLIENT, ARE NON-TRANSFERABLE, ARE SimpleTalk.AI SOLE AND EXCLUSIVE WARRANTIES, AND ARE EXPRESSLY MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

14. Limitations of Liability:

IN NO EVENT SHALL SimpleTalk.AI BE LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST REVENUES, PROFITS, SAVINGS OR BUSINESS) OR LOSS OF RECORDS OR DATA, WHETHER IN AN ACTION BASED ON CONTRACT, WARRANTY, STRICT LIABILITY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EVEN IF SimpleTalk.AI HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY SimpleTalk.AI.
IN NO EVENT SHALL THE LIABILITY OF SimpleTalk.AI TO CLIENT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED, IN THE AGGREGATE, THE TOTAL FEES PAID BY CLIENT TO SimpleTalk.AI DURING THE PAST TWELVE (12) MONTHS FOR THE PARTICULAR SERVICES WHICH GAVE RISE TO THE CLAIM, WHETHER SUCH LIABILITY IS BASED ON AN ACTION IN CONTRACT, WARRANTY, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE.
The parties agree that this Agreement is solely for the benefit of the parties hereto and no provision of this Agreement shall be deemed to confer upon any other person or entity any remedy, claim, liability, reimbursement, cause of action or other right whatsoever.
SimpleTalk.AI does not and cannot control the flow of data to or from the system components and other portions of Client's network and the Internet. Such flow depends on the performance of the network or Internet services provided or controlled by Client or by third parties. At any time, actions or inactions of Client or such third parties can impair or disrupt Client's connections to Client's network or the Internet (or portions thereof). SimpleTalk.AI CANNOT AND DOES NOT GUARANTEE THAT SUCH EVENTS SHALL NOT OCCUR. ACCORDINGLY, SimpleTalk.AI SHALL HAVE NO OBLIGATION TO CORRECT ANY SUCH IMPAIRMENTS OR DISRUPTIONS AND SimpleTalk.AI MAKES NO REPRESENTATIONS OR WARRANTIES AND DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH.
SimpleTalk.AI disclaims all liability with respect to the creation, use and/or dissemination of any content.
SimpleTalk.AI entire liability under this Agreement shall be as set out in this Section 13. The parties have agreed that the limitations specified in this Section 13 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

15. Indemnification:

Intellectual Property Rights Indemnity: SimpleTalk.AI and Client (in such case, the “indemnifying party”) each agree to indemnify and hold harmless the other (in such case, the “indemnified party”) from and against any costs and damages awarded against the indemnified party by a court pursuant to a final judgment as a result of, and defend the indemnified party against, any claim of infringement of any U.S. patent or copyright or misappropriation of any trade secret related to SimpleTalk.AI Services (in the case of indemnification by SimpleTalk.AI or SimpleTalk.AI possession, use or modification of any software, documentation, data or other property provided by the Client (in the case of indemnification by Client). In the event of an infringement or misappropriation claim as described in this Section 14(a), or if SimpleTalk.AI reasonably believes that a claim is likely to be made, SimpleTalk.AI, at its option and in lieu of indemnification, may: (i) modify the applicable Services so that they become non-infringing but functionally equivalent; (ii) if such Services may not be modified to avoid such infringement problem, refund to Client a pro rata portion of the fees received for such Services that are the subject of such a claim. SimpleTalk.AI shall have no obligation under this Section 14(a) or other liability for any infringement or misappropriation claim resulting or alleged to result from: (1) any aspect of Client’s software, hardware, documentation or data which existed prior to SimpleTalk.AI performance of Services; (2) any claim arising from any instruction, information, design or other materials furnished by Client or any third party to SimpleTalk.AI hereunder; or (3) Client’s continuing the allegedly infringing activity after being notified thereof or after being informed and provided with modifications that would have avoided the alleged infringement. This Section 14(a) sets forth the exclusive remedy and entire liability and obligation of each party with respect to intellectual property infringement or misappropriation claims, including patent or copyright infringement claims and trade secret misappropriation.
Personal Injury and Property Damage Indemnity: SimpleTalk.AI and Client each agree to indemnify, defend and hold harmless the other from and against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, arising out of third party claims for bodily injury or damage to real or tangible personal property, to the extent caused directly and proximately by the gross negligence or willful misconduct of the indemnifying party, its employees or agents.
General Indemnity: Client shall indemnify, defend, and hold harmless SimpleTalk.AI agents from and against all claims, losses, damages, liabilities and expenses, including reasonable attorneys' fees and court costs arising from (i) a third party claim to the extent that such claim arises from Client's business activities; (ii) Client’s use of the Services hereunder, excluding those actions for which SimpleTalk.AI is indemnifying Client pursuant to this Section 14; (iii) any claims relating to any Content; (iv) any breach of this Agreement by Client; or (v) the failure of Client to comply with any law, ordinance or regulation.
Indemnification Procedures: The obligations to indemnify, defend and hold harmless set forth above in this Section 14 will not apply to the extent the indemnified party was responsible for giving rise to the matter upon which the claim for indemnification is based and will not apply unless the indemnified party (i) promptly notifies the indemnifying party of any matters in respect of which the indemnity may apply and of which the indemnified party has knowledge; (ii) gives the indemnifying party full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof, provided that the indemnifying party shall not settle any such claim or action without the prior written consent of the indemnified party (which shall not be unreasonably withheld or delayed); and (iii) cooperates with the indemnifying party, at the indemnifying party’s cost and expense in the defense or settlement thereof. The indemnified party may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis.

16. Force Majeure:

The performance of either party under this Agreement (other than the payment of amounts due) may be suspended to the extent and for the period of time that such party is prevented or delayed from fulfilling its obligations due to causes beyond its reasonable control (including, without limitation, acts of God, acts of civil or military authority including governmental priorities, strikes or other labor disturbances, fires, floods, epidemics, wars, or riots).

17. Governing Law and Jurisdiction:

This Agreement shall be governed and construed in accordance with the internal substantive laws of the State of Florida, without regard to its conflicts of laws principles. All disputes arising out of or with respect to this Agreement shall be heard exclusively in the courts, state and Federal, located in Miami, FL. No action, regardless of form, arising out of this Agreement, may be brought by either party more than one (1) year from the last date of payment.

18. Miscellaneous:

SimpleTalk.AI employees are not and shall not be deemed to be employees of Client. SimpleTalk.AI shall be solely responsible for the payment of all compensation to its employees, including provisions for employment taxes, workers' compensation and any similar taxes associated with employment of SimpleTalk.AI’s personnel. SimpleTalk.AI and Client are not partners or joint ventures; neither party is the agent, representative or employee of the other party; and nothing in this Agreement will be construed to create any relationship between them other than an independent contractor relationship. Neither party will have any responsibility nor liability for the actions of the other party except as specifically provided herein. Neither party will have any right or authority to bind or obligate the other party in any manner or make any representation or warranty on behalf of the other party. SimpleTalk.AI will have sole responsibility for the assignment of personnel to perform any Services. Such personnel will not be restricted or prevented from performing similar services for others.
All notices, consents and other communications required or which may be given under this Agreement will be deemed to have been duly given (a) three (3) days after being mailed by registered or certified mail, return receipt requested; or (b) when received by the addressee, if sent by facsimile transmission or by Express Mail, Federal Express or other express delivery service (receipt requested), in each case addressed to a party at its address first set forth above (or to such other address(es) as such party may hereafter designate as to itself by notice to the other party hereto).
SimpleTalk.AI hereby authorized to utilize Client's name, logos, trademarks and/or service marks in the SimpleTalk.AI client list, in media releases, public announcements and public disclosures, including use in promotion and marketing materials unless otherwise stated herein. Simpletalk shall reserve the right to use data metrics based on campaigns and results from the client while still protecting the client’s privacy and brand.
(i) Neither party may assign or otherwise transfer any of its rights, duties or obligations under this Agreement without the prior written consent of the other party, (ii) either party may, upon prior written notice to the other party (but without any obligation to obtain the consent of such other party), assign this Agreement or any of its rights hereunder to any affiliate of such party, or to any person or entity who succeeds (by purchase, merger, operation of law or otherwise) to all or substantially all of the capital stock, assets or business of such party, if such person or entity agrees in writing to assume and be bound by all of the obligations of such party under this Agreement and (iii) SimpleTalk.AI may assign the right to monies due or to become due under this Agreement. Any attempted assignment or transfer in contravention of this paragraph will be void and of no force and effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assignees.
If the scope of any provision of this Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provision shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provision shall not thereby fail, but that the scope of such provision shall be curtailed only to the extent necessary to conform to law. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions hereof in any other jurisdiction.
This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.
This Agreement may not be amended or modified, nor may any right or remedy of any party be waived, unless the same is in writing and signed by a duly authorized representative of such party.
No failure or delay by any party in exercising any of its rights or remedies hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Except as otherwise provided herein, the rights and remedies of the parties provided in this Agreement are cumulative and not exclusive of any rights or remedies provided under this Agreement, by law, in equity or otherwise.
All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective transferees, successors, assigns and heirs, unless otherwise specifically provided herein.
If any party brings any action or proceeding to enforce, protect or establish any right or remedy under this Agreement or with respect to the transaction contemplated hereby, the prevailing party shall be entitled to recover actual attorney's fees and costs.
This Agreement sets forth the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior negotiations or agreements, whether oral or in writing, with respect to the subject matter of this Agreement.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original but all of which, when taken together, shall constitute a single instrument.

19. SMS PROGRAM TERMS & CONDITIONS:

Enrollment : By providing your phone number and opting in to receive text messages, you consent to receive SMS/MMS alerts from SimpleTalk. Message frequency may vary, and message and data rates may apply.
Opt-Out : You can withdraw your consent to receive SMS messages at any time by replying “STOP” to any text message. You may also contact us at support@simpletalk.ai for additional assistance.
Supported Carriers : Our messages may be sent via various carriers, and SimpleTalk is not liable for delayed or undelivered messages.
Customer Care : If you need help regarding our SMS program, please email support@simpletalk.ai.

Acceptance

Active Agreement: By using our services, you agree that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree with any part of these Terms, you should discontinue use of our services immediately.

Checkbox Confirmation: Before you can use our services, you must actively agree to these Terms by checking a checkbox that states, "I have read and agree to the Terms of Service."