Terms of Service

• "Agreement" means these Terms of Service, together with any Service Order or addendum.
• "AI Services" means our AI voice agents, chatbots, and related automated systems.
• "AI Voice Agent" means an automated telephone system that engages callers using AI-generated conversation.
• "AI Chatbot" means an automated text-based conversational interface deployed on websites or messaging platforms.
• "Marketing Automation" means software-driven workflows for email, SMS, lead nurturing, and CRM management.
• "Client Data" means all data, content, and information you provide to us, including customer lists and training data.
• "Platform" means third-party tools we use to deliver Services, including GoHighLevel.
• "Setup Fee" means the one-time fee for initial configuration and onboarding.
• "Monthly Recurring Fee" means the ongoing monthly fee for access to and use of the Services.
• "End User" means a third party (such as your customer) who interacts with your AI systems.

We provide AI-powered marketing services to local businesses, including: AI voice agents, AI chatbots, marketing automation, digital marketing consulting, and third-party platform configuration (such as GoHighLevel).

What You Should Know About AI

• AI systems require a 2–8 week calibration period after launch to reach optimal performance.
• Our AI will not claim to be human when sincerely asked — required disclosures are built in.
• You remain responsible for ensuring AI communications accurately represent your business.
• We may update or improve our Services at any time with 30 days' notice for material changes.

Setup Fees

Setup Fees are due in full before work begins and are non-refundable once work has commenced.

Monthly Recurring Fees

• Billed on the same date each month corresponding to when your Services commenced.
• Due within 7 days of the invoice date.
• Automatically renew each month unless you cancel with 30 days' written notice before your next billing date.

Late Payments

• A late fee of 1.5% per month (18% annually) applies to overdue balances.
• Services may be suspended after 7 days past due and terminated after 30 days past due.

We may adjust pricing with 60 days' written notice. You may terminate before new pricing takes effect without penalty.

Your cooperation is essential to success. You agree to provide accurate business information, designate a point of contact, and respond to our requests within 5 business days.

Training Data

• You warrant that you have all rights and permissions to provide training data to us.
• Training data must not contain personal information collected without proper legal consent.
• We will not use your proprietary training data to train AI models for other clients without your written consent.

You are ultimately responsible for the accuracy of information programmed into your AI systems and for compliance with your industry-specific regulations (e.g., HIPAA, financial services rules).

We retain all rights to our AI models, algorithms, frameworks, platform configurations, and software. Nothing in this Agreement transfers our IP to you.

You retain ownership of your Client Data and brand materials. Upon full payment, you own custom deliverables (scripts, conversation flows, copy) created specifically for you — but not the underlying AI technology or platform infrastructure.

Restrictions — You May Not:

• Reverse-engineer, copy, or attempt to extract our AI models or training data.
• Resell or sublicense our Services to third parties without written consent.
• Use our Services to develop competing products or services.

We collect and process Client Data, End User interaction data, and usage analytics to provide and improve the Services. We do not sell your Client Data to third parties.

Call Recording

AI voice services may record and transcribe calls. You are responsible for providing all legally required disclosures and obtaining consent from your customers before calls are recorded, in compliance with Virginia Code § 19.2-62 and applicable federal law.

Data Retention

We retain Client Data for the duration of the Agreement plus 90 days, after which it is deleted or anonymized unless required by law.

We use third-party processors including GoHighLevel and AI infrastructure providers, subject to appropriate data protection agreements. We comply with the Virginia Consumer Data Protection Act (VCDPA) where applicable.

TCPA Compliance

• You must obtain written consent from all individuals before initiating AI voice calls or automated texts.
• You must maintain consent records and honor all opt-out requests promptly.
• You will not direct us to contact anyone on the National Do Not Call Registry without a valid exemption.

Prohibited Uses

• Contacting individuals without legally required consent.
• Sending spam, unsolicited messages, or deceptive communications.
• Impersonating another business or individual.
• Any use that violates applicable federal, state, or local communication laws.

We may immediately suspend Services if we become aware of violations of this section.

We target 99% monthly uptime for the AI systems we directly control, excluding scheduled maintenance and third-party platform outages.

• Scheduled maintenance occurs between 12:00 AM–5:00 AM ET with 24 hours' advance notice.
• We are not responsible for downtime caused by GoHighLevel or other third-party providers.
• If we fall below the 99% target, you may request a pro-rated service credit within 15 days of month-end.

Support

Email support at Nicole@starlingmarketingsolutions.com — Monday through Friday, 9 AM–5 PM ET. Response target: 1 business day. Emergency response target for critical outages: 4 hours.

Our Services use GoHighLevel and other third-party platforms. Your use of these platforms is subject to their own terms. We are authorized to create and manage platform accounts on your behalf to deliver the Services.

• Sub-account configurations we create remain our Intellectual Property unless your Service Order states otherwise.
• If a third-party platform materially changes, we will notify you and work to identify alternatives.
• We are not responsible for failures caused by changes to your systems or third-party APIs outside our control.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL LIABILITY FOR ANY CLAIMS WILL NOT EXCEED THE TOTAL FEES YOU PAID IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS OR LOST REVENUE.

AI-Specific Exclusions — We Are Not Liable For:

• Inaccurate or unexpected AI-generated responses.
• Lost sales or revenue attributable to AI performance or output quality.
• Regulatory fines resulting from your failure to obtain required communication consents.
• Campaign performance, lead generation volumes, or conversion rates.

You agree to indemnify and hold us harmless from claims arising from: your breach of this Agreement; your violation of TCPA, CAN-SPAM, or other laws; your failure to obtain required communication consents; inaccurate information you provided for use in AI systems; or End User claims arising from your AI systems.

We agree to indemnify you from third-party claims that our proprietary software infringes a third party's IP rights, provided you give us prompt notice and control of the defense.

• Setup Fees are non-refundable once work has commenced. Cancellation within 24 hours of payment before any work begins may qualify for a full refund.
• Monthly Fees are not pro-rated upon cancellation. Services remain active through the end of the paid period.
• No performance refunds — we do not refund based on lead volume, conversion rates, or revenue outcomes.
• Initiating a chargeback without first contacting us to resolve a billing dispute is a breach of this Agreement.

This Agreement continues month-to-month until terminated. You may cancel with 30 days' written notice before your next billing date. Services remain active through the end of the paid period.

We may terminate immediately for communication law violations or illegal activity; with 48 hours' notice for non-payment; or with 30 days' notice for any other reason.

Upon termination, your Client Data is available for export for 30 days, after which it may be deleted. All outstanding fees become immediately due.

Before any formal process, both parties agree to attempt good-faith resolution within 30 days of written notice of a dispute. Most issues can be resolved this way.

If informal resolution fails, disputes will be resolved by final and binding arbitration under the American Arbitration Association (AAA) Commercial Arbitration Rules, in Virginia (or via videoconference by agreement).

Exceptions: Either party may seek injunctive relief in court to protect IP or Confidential Information. Small claims court matters are also excluded from mandatory arbitration. This Agreement is governed by the laws of the Commonwealth of Virginia.

Both parties agree to keep the other's Confidential Information strictly confidential and to use it only to perform obligations under this Agreement. These obligations survive for 3 years following termination.

You represent that you have authority to enter this Agreement, will comply with applicable laws, and have all rights to Client Data you share with us.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DO NOT WARRANT THAT AI OUTPUTS WILL BE ACCURATE OR COMPLETE, OR THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

• This Agreement is the entire agreement between the parties and supersedes all prior discussions.
• We may update these Terms with notice; continued use constitutes acceptance.
• If any provision is unenforceable, the remaining provisions remain in full effect.
• Neither party's failure to enforce a right constitutes a waiver of that right.
• You may not assign this Agreement without our written consent.
• The parties are independent contractors — no partnership or employment relationship is created.

Questions? Contact us at Nicole@starlingmarketingsolutions.com