Terms Of Use Agreement
TheSmartAnswer.com
TERMS OF USE / SaaS SERVICES AGREEMENT
Effective Date: August 14, 2026
Welcome to TheSmartAnswer.com and TheSmartAnswer.com (collectively, the “Platform”). This Terms of Use / SaaS Services Agreement (this “Agreement”) is entered into between Amjin, LLC (the “Company,” “we,” “us,” or “our”) and the person or business entity accepting an Order or using the Services (“Customer,” “you,” or “your”).
This Agreement governs access to and use of the Platform, websites, SaaS sub-accounts, AI features, telecommunications features, automations, software, implementation services, and related products and services provided by the Company (collectively, the “Services”). The Privacy Policy at https://thesmartanswer.com/tsa-privacy-policy is incorporated by reference.
BY ACCEPTING AN ORDER, CLICKING TO ACCEPT THESE TERMS, CREATING OR USING AN ACCOUNT, OR USING THE SERVICES, YOU AGREE TO THIS AGREEMENT ON BEHALF OF YOURSELF AND, IF APPLICABLE, THE BUSINESS OR ORGANIZATION YOU REPRESENT. IF YOU DO NOT AGREE, DO NOT PURCHASE, ACCESS, OR USE THE SERVICES.
Contents
1. Business Use, Eligibility, and Scope
2. Definitions
3. Orders, Plans, and Order of Precedence
4. Account Provisioning, Onboarding, and Authorized Users
5. Setup and Implementation Services
6. Subscription Fees, Usage-Based Charges, and Payment
7. Subscription Term, Automatic Renewal, Cancellation, and Refunds
8. Plan Features, Service Changes, and Availability
9. Support and Third-Party Services
10. Customer Responsibilities and Acceptable Use
11. Telecommunications, SMS, AI Voice, and Communications Compliance
12. Artificial Intelligence Features and Outputs
13. Customer Data, Privacy, and Security
14. Confidentiality
15. Intellectual Property, Platform Materials, and License
16. Customer Content, Feedback, and Publicity
17. Copyright Complaints
18. Suspension and Termination
19. Effect of Termination and Data Export
20. Disclaimers and No Warranties
21. Limitation of Liability
22. Indemnification
23. Dispute Resolution, Arbitration, and Governing Law
24. Changes to this Agreement
25. Miscellaneous
26. Contact Information
1. Business Use, Eligibility, and Scope
1.1 Business and Commercial Use
The Services are intended primarily for business and commercial use. By purchasing or using the Services, you represent that you are acting for business or commercial purposes and have authority to bind the business or organization identified in the applicable Order. Unless the Company agrees otherwise in writing, the Services are offered to U.S.-based businesses and users.
1.2 Eligibility
You must be at least 18 years old and legally capable of entering into binding contracts. You may not access or use the Services if applicable law prohibits you from doing so.
1.3 Scope
This Agreement applies to all Services unless a separate written agreement signed by the Company expressly supersedes it. Certain Services may also be subject to an Order, statement of work, data processing addendum, acceptable-use policy, telecommunications policy, or third-party terms.
2. Definitions
“AI Features” Voice AI, Conversation AI, Reviews AI, AI agents, generative AI, automated content, transcription, summarization, and other artificial-intelligence or machine-learning functionality made available through the Services.
“Authorized User” an employee, contractor, owner, agent, or other individual whom Customer permits to access Customer’s account.
“Customer Data” data, records, files, contact information, call recordings, transcripts, messages, documents, knowledge-base materials, prompts, business information, and other content submitted to, stored in, or processed through the Services by or for Customer, excluding Company Materials.
“Company Materials” the Platform, software, templates, snapshots, workflows, automations, prompts, agent configurations, scripts, methods, documentation, designs, know-how, training materials, and other materials created, licensed, or supplied by the Company, excluding Customer Data.
“Order” a checkout page, payment link, proposal, order form, quote, statement of work, SaaS plan purchase, invoice, or other written or electronic ordering document accepted by Customer and the Company.
“Plan” the applicable SaaS subscription tier or service package identified in an Order.
“Third-Party Services” services, software, networks, carriers, payment processors, AI providers, integrations, data providers, and infrastructure supplied by third parties and used with or embedded in the Services.
“Usage-Based Services” telephony, phone numbers, calls, SMS/MMS, carrier services, email delivery, AI Voice, AI model usage, premium workflow actions, validation, WhatsApp, and other metered services that may generate charges based on consumption.
3. Orders, Plans, and Order of Precedence
3.1 Orders
Each purchase is governed by the applicable Order. The Order may identify the Plan, recurring subscription fee, billing interval, setup or implementation fee, included features, included usage or credits, usage rates, service scope, onboarding requirements, and other commercial terms.
3.2 Plan Descriptions
Plan names, feature lists, and pricing may be displayed on the Company’s website or checkout pages. Marketing descriptions are summaries only. The applicable Order and the features actually enabled for the purchased Plan control the Services provided.
3.3 Order of Precedence
If there is a conflict among documents, the following order generally controls: (a) a mutually signed statement of work or amendment; (b) the applicable Order for commercial terms specific to that purchase; (c) a data processing addendum for covered data-processing issues; and (d) this Agreement. Third-party terms govern the applicable Third-Party Services to the extent they cannot be modified by the Company.
4. Account Provisioning, Onboarding, and Authorized Users
4.1 Account and Sub-Account Provisioning
Successful checkout or payment may automatically provision a SaaS sub-account or other account access. Automatic provisioning means only that an account has been created; it does not mean custom setup, AI configuration, integrations, workflows, onboarding, or implementation are complete.
4.2 Onboarding Cooperation
Customer will timely provide accurate onboarding information, business details, branding, phone and messaging information, user details, knowledge-base content, required credentials or permissions, and other materials reasonably necessary to configure the Services. Delays caused by incomplete information, approvals, credentials, or Customer dependencies may delay implementation and do not suspend payment obligations unless the applicable Order states otherwise.
4.3 Authorized Users
Customer may permit Authorized Users to access the account. Customer is responsible for all Authorized Users, their permissions, their compliance with this Agreement, and all activity occurring under Customer’s account. Customer must keep credentials secure, use reasonable access controls, and promptly notify the Company of suspected unauthorized access.
4.4 Account Administration
The Company may access Customer’s account as reasonably necessary to provide support, implementation, administration, security, billing, troubleshooting, compliance, and maintenance services.
4.5 Sub-Account Portability and Platform Ownership
Customer receives a limited right to use the purchased Services during the applicable subscription term. Customer does not acquire ownership of the underlying Platform, Company Materials, snapshots, workflows, automations, AI-agent configurations, templates, scripts, prompts, or other Company intellectual property. Any transfer, migration, or release of a sub-account is subject to full payment of amounts due, technical feasibility, Company approval, applicable provider rules, and any applicable migration or transfer fees. Customer retains ownership of Customer Data as provided in Section 13.
5. Setup and Implementation Services
5.1 Setup Fee
A one-time setup, implementation, onboarding, configuration, or similar fee may apply as shown in the Order. Unless the Order states otherwise, the setup fee covers the initial implementation scope described in the Order and does not include unlimited custom development, ongoing optimization, or work outside that scope.
5.2 Additional Work
Work outside the purchased scope, including custom integrations, advanced workflow builds, data migration, new funnels or websites, specialized AI configuration, consulting, or ongoing optimization, may require a separate Order or additional fees.
5.3 Refundability of Setup Fees
Any specific refund policy for setup or implementation fees will be stated in the applicable Order or checkout terms. If the Order is silent, setup or implementation fees are non-refundable once implementation work has begun, except as required by applicable law.
6. Subscription Fees, Usage-Based Charges, and Payment
6.1 Subscription Fees
Customer will pay the recurring subscription fees and other charges shown in the applicable Order. Subscription pricing covers the applicable Plan and included features, subject to this Agreement and the Order.
6.2 Usage-Based Charges
Unless expressly stated as included in the applicable Order, subscription pricing does not include usage-based telephony, phone number, SMS/MMS, carrier, AI Voice, AI model, email-delivery, validation, WhatsApp, premium workflow, or other metered charges. Usage-Based Services are billed separately based on actual consumption at the rates applicable to Customer’s Plan, including any disclosed Company markup, fixed rebilling rate, carrier surcharge, regulatory charge, or third-party fee.
6.3 Payment Authorization
Customer authorizes the Company and its payment processors to charge the payment method on file for subscription fees, setup or implementation fees, Usage-Based Services, taxes, chargebacks, failed-payment fees where permitted, and other amounts due under an Order. Usage-based charges may be billed as incurred, periodically, through an account wallet or automatic recharge, or on another cadence supported by the Platform.
6.4 Usage Wallet and Auto-Recharge
Where the Platform uses a wallet, prepaid balance, or automatic recharge mechanism, Customer is responsible for maintaining a valid payment method and sufficient balance. Customer authorizes automatic charges needed to replenish the applicable usage balance according to the settings disclosed in the account or Order. Service may be limited or suspended if the balance is insufficient or charges fail.
6.5 Taxes and Governmental Charges
Fees are exclusive of applicable sales, use, excise, communications, regulatory, carrier, or similar taxes and governmental charges unless expressly stated otherwise. Customer is responsible for such amounts, other than taxes based on the Company’s net income.
6.6 Payment Processing
Payments may be processed by third-party payment processors. The Company does not store complete payment-card numbers. Payment processing is also subject to the processor’s terms and privacy practices.
6.7 Failed Payments and Chargebacks
If a charge is declined, reversed, disputed, or unpaid, the Company may retry the charge, request an updated payment method, suspend affected Services, or terminate the account. Customer remains responsible for undisputed amounts due and for reasonable costs arising from invalid or improper chargebacks to the extent permitted by law.
7. Subscription Term, Automatic Renewal, Cancellation, and Refunds
7.1 Term
Paid subscriptions begin on the date specified in the Order or, if no date is specified, when the initial subscription payment is successfully processed. Monthly subscriptions continue month-to-month; annual subscriptions continue for the annual term; and other terms continue for the period stated in the Order.
7.2 Automatic Renewal
Unless the Order states otherwise, subscriptions automatically renew for successive periods equal to the original billing interval until cancelled. Customer authorizes recurring charges to the payment method on file. The Company will provide renewal notices when required by applicable law or expressly promised in the Order.
7.3 Clear Enrollment Terms
Before completing an online recurring purchase, the Company will make available the material recurring-payment terms, including the subscription price, billing frequency, automatic-renewal nature of the subscription, material usage-based charges, and available cancellation method. Customer agrees to provide any required affirmative consent at checkout.
7.4 Cancellation
Customer may cancel future renewal through available account controls, if provided, or by sending a clear cancellation request to [email protected]. Cancellation is effective at the end of the then-current paid term unless the Order or applicable law provides otherwise. Customer remains responsible for charges incurred before the effective cancellation date, including Usage-Based Services.
7.5 Refunds
Except as expressly stated in an Order or required by applicable law, subscription fees and Usage-Based Services already incurred or charged are non-refundable, and cancellation does not create a right to a prorated refund. If the Company issues a discretionary credit or refund in one instance, it does not create an obligation to do so in another.
7.6 Annual Plans
Unless the applicable Order states otherwise, annual plans are billed in advance and renew annually. If Customer cancels an annual plan, cancellation prevents the next annual renewal but does not shorten the already-paid annual term or create a prorated refund unless required by law or stated in the Order.
8. Plan Features, Service Changes, and Availability
8.1 Feature Availability
Features depend on the purchased Plan, enabled permissions, account configuration, usage status, geographic availability, third-party provider availability, and technical requirements. Certain features may be beta, experimental, usage-limited, or subject to additional terms or fees.
8.2 Modifications
The Company may improve, modify, replace, or discontinue features as the Platform evolves or as Third-Party Services change. The Company will use commercially reasonable efforts to avoid materially reducing the core functionality of a paid Plan during an active term without reasonable notice, but equivalent or replacement functionality may be used.
8.3 No Guaranteed Uptime Unless Stated
Unless an Order expressly includes a service-level agreement, the Company does not guarantee any specific uptime, response time, recovery time, or uninterrupted availability.
9. Support and Third-Party Services
9.1 Support
Support channels and included support scope are determined by the applicable Plan or Order. Unless a separate service-level commitment is stated in writing, support is provided on a commercially reasonable basis without a guaranteed response or resolution time.
9.2 Third-Party Services
The Services may depend on Third-Party Services, including communications carriers, payment processors, AI model providers, cloud services, integrations, data providers, and software platforms. Customer authorizes the Company to use and transmit Customer Data to such providers as reasonably necessary to provide the Services. Third-Party Services may be subject to separate terms, privacy practices, pricing, limits, outages, and changes outside the Company’s control.
9.3 Third-Party Changes
The Company is not responsible for the acts, omissions, service interruptions, policy changes, price changes, data restrictions, or discontinuation of Third-Party Services, but may adjust features, pricing, workflows, or integrations when reasonably necessary to respond to such changes.
10. Customer Responsibilities and Acceptable Use
10.1 Lawful Use
Customer will use the Services only for lawful business purposes and in accordance with this Agreement, applicable law, and applicable third-party terms. Customer is responsible for the legality, accuracy, and appropriateness of Customer Data and Customer’s business practices.
10.2 Prohibited Conduct
· Use the Services to violate privacy, intellectual-property, consumer-protection, telecommunications, marketing, anti-spam, employment, credit, housing, health, financial, or other applicable laws.
· Send unlawful spam, phishing, fraudulent, deceptive, abusive, threatening, harassing, discriminatory, or misleading communications.
· Attempt to gain unauthorized access to accounts, networks, systems, or data; bypass security or usage controls; distribute malware; or interfere with the Platform.
· Reverse engineer, decompile, scrape, copy, or systematically extract the Platform or Company Materials except as expressly permitted by law or written authorization.
· Use the Services to create, train, benchmark, or develop a competing product or service using Company Materials without written permission.
· Upload or process highly sensitive regulated data, including protected health information, payment-card data outside designated payment fields, or other specially regulated data, unless the Company expressly agrees in writing and the required safeguards or agreements are in place.
· Use AI Features as the sole decision-maker for emergency response or legally regulated high-impact decisions without appropriate human review and legal compliance.
10.3 Proof of Compliance
The Company may request reasonable information or documentation regarding Customer’s consent practices, messaging campaigns, registrations, use cases, or compliance. Failure to provide requested information may result in suspension of affected features.
11. Telecommunications, SMS, AI Voice, and Communications Compliance
11.1 Customer Is Responsible for Its Communications
Customer is solely responsible for the content, recipients, timing, targeting, and legal basis for calls, texts, emails, AI Voice communications, and other outreach sent or initiated through Customer’s account. The Company provides technology and configuration assistance but does not provide legal advice or guarantee that a campaign or workflow complies with law.
11.2 Consent and Do-Not-Contact Requirements
Customer must obtain and maintain all consents, permissions, and other legal bases required for calls and messages, including any prior express consent or prior express written consent required for artificial or prerecorded voice calls, telemarketing, automated messages, or marketing texts. Customer must honor revocations, opt-outs, internal do-not-call requests, applicable national or state do-not-call rules, and other legally required suppression requests.
11.3 AI Voice
Customer acknowledges that AI-generated or AI-simulated voice calls may be regulated as artificial or prerecorded voice communications. Customer is responsible for determining when consent, identification, disclosure, opt-out, or other requirements apply to Customer’s use of AI Voice. Customer will not use AI Voice to impersonate a real person deceptively, commit fraud, mislead recipients regarding identity or purpose, or violate applicable law.
11.4 Call Recording and Transcription
If Customer enables call recording, transcription, monitoring, or analysis, Customer is responsible for providing all notices and obtaining all consents required in each applicable jurisdiction. The availability of a recording feature does not mean recording is lawful in every state or circumstance.
11.5 SMS/MMS and Messaging
Customer must comply with carrier requirements, registration obligations, messaging-program rules, sender-identification requirements, content restrictions, and opt-out requirements. Customer is responsible for ensuring that required HELP, STOP, disclosure, privacy, and message-frequency language is provided where applicable.
11.6 Telephone Numbers and Carrier Resources
Telephone numbers, messaging registrations, carrier approvals, and related resources may be subject to carrier or provider rules. The Company does not guarantee that a specific number, registration, deliverability rate, caller ID display, carrier route, or messaging throughput will remain available.
11.7 Suspension for Communications Risk
The Company may immediately limit or suspend calling, texting, AI Voice, email, or related functionality when the Company reasonably believes Customer’s activity creates legal, carrier, security, fraud, abuse, deliverability, or reputational risk.
11.8 Company-to-Customer SMS Program
If you separately opt in to receive SMS messages from the Company, message frequency varies and message and data rates may apply. You may reply STOP to opt out and HELP for help, or contact [email protected] or 904-937-8810. Carriers are not liable for delayed or undelivered messages. Privacy-related inquiries are governed by https://thesmartanswer.com/tsa-privacy-policy.
12. Artificial Intelligence Features and Outputs
12.1 AI Limitations
AI Features generate probabilistic outputs and may produce inaccurate, incomplete, outdated, inconsistent, offensive, or otherwise unsuitable responses. Customer must review and test AI agents, scripts, prompts, knowledge bases, routing, automations, and outputs as appropriate for Customer’s use case.
12.2 Human Oversight
Customer remains responsible for decisions, representations, communications, and actions taken using AI Features. AI Features are not a substitute for professional legal, medical, financial, tax, compliance, employment, or other regulated advice.
12.3 No Guaranteed Business Results
The Company does not guarantee that AI Features, automations, reviews, calls, messages, websites, funnels, or other Services will generate any specific number of leads, appointments, sales, revenue, reviews, conversions, savings, rankings, or other business results.
12.4 AI Inputs and Outputs
As between Customer and the Company, Customer retains its rights in Customer Data submitted as AI inputs. Subject to this Agreement and applicable third-party terms, Customer may use AI outputs generated for Customer. The Company does not guarantee that AI outputs are unique, protectable, non-infringing, or free from third-party rights.
12.5 AI Providers
AI Features may use Third-Party Services and may transmit prompts, Customer Data, recordings, or other content to AI providers as reasonably necessary to provide the functionality. Third-party processing is subject to the applicable provider terms and privacy practices.
13. Customer Data, Privacy, and Security
13.1 Customer Ownership
As between the parties, Customer owns Customer Data. Nothing in this Agreement transfers ownership of Customer Data to the Company.
13.2 Limited Data License
Customer grants the Company and its service providers a non-exclusive, worldwide, limited license during the term to host, copy, transmit, process, display, modify as technically necessary, back up, and otherwise use Customer Data solely as reasonably necessary to provide, secure, support, improve, administer, and comply with law in connection with the Services. This license does not authorize the Company to sell Customer Data or use Customer’s confidential business data for unrelated advertising.
13.3 Customer Privacy Responsibilities
Customer is responsible for providing legally required privacy notices and obtaining legally required consents relating to Customer’s collection and use of personal information through the Services. Customer will not instruct the Company to process personal information unlawfully.
13.4 Privacy Policy and Data Processing
The Company’s handling of personal information is also described in the Privacy Policy at https://thesmartanswer.com/tsa-privacy-policy. Where required by applicable law and appropriate to the parties’ roles, the parties may enter into a separate data processing addendum.
13.5 Security
The Company will use commercially reasonable administrative, technical, and organizational measures appropriate to the nature of the Services to protect Customer Data under the Company’s control. No system is completely secure, and the Company does not guarantee that unauthorized access, loss, or security incidents will never occur.
13.6 Customer Security Obligations
Customer must use reasonable security practices, including strong credentials, appropriate user permissions, prompt removal of former users, secure handling of credentials and API keys, and timely notification of suspected compromise. Customer is responsible for security incidents resulting from Customer’s systems, Authorized Users, credentials, or failure to follow reasonable security practices.
14. Confidentiality
14.1 Confidential Information
“Confidential Information” means non-public information disclosed by one party to the other that reasonably should be understood as confidential, including business plans, pricing, customer lists, credentials, technical information, proprietary workflows, prompts, automations, Customer Data, and trade secrets. Confidential Information does not include information that the receiving party can document is publicly available without breach, already lawfully known, independently developed without use of the information, or lawfully received from a third party without confidentiality duty.
14.2 Protection and Use
Each party will use the other party’s Confidential Information only as necessary to perform or receive the Services or exercise rights under this Agreement and will protect it using at least reasonable care. Disclosure is permitted to personnel and service providers with a need to know and confidentiality obligations, and as required by law.
14.3 Compelled Disclosure
If legally permitted, the receiving party will provide reasonable notice of a legally compelled disclosure so the disclosing party may seek protective relief. The receiving party will disclose only the information legally required.
15. Intellectual Property, Platform Materials, and License
15.1 Company Ownership
The Company and its licensors retain all right, title, and interest in the Platform and Company Materials, including all intellectual property rights. No ownership rights are transferred to Customer except the limited license expressly granted below.
15.2 Customer License
During an active paid subscription and subject to this Agreement, the Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and Company Materials made available under Customer’s Plan for Customer’s internal business purposes.
15.3 Reusable Know-How and Configurations
Unless an Order expressly states otherwise, the Company may reuse general skills, ideas, methods, templates, workflows, automations, prompts, configuration techniques, and know-how developed while providing Services, provided the Company does not disclose Customer’s Confidential Information or Customer Data. Customer-specific data and branding remain Customer’s property.
15.4 Restrictions
Customer may not sell, sublicense, rent, lease, publish, distribute, copy, reverse engineer, or commercially exploit Company Materials except as expressly authorized in writing or enabled as part of the purchased Services.
16. Customer Content, Feedback, and Publicity
16.1 Customer Content
Customer is responsible for Customer Data and other content it submits or directs the Company to use. Customer represents that it has the rights and permissions necessary for the Company to process such content as contemplated by this Agreement.
16.2 No Promotional License to Customer Data
Customer Data is not deemed public, non-confidential, or available for promotional use merely because it is submitted to the Services. The Company will not use Customer’s private Customer Data, customer lists, recordings, or confidential content for unrelated marketing without Customer’s permission.
16.3 Customer Name, Logo, and Testimonials
The Company may use Customer’s name, logo, case study, testimonial, or results in marketing only with Customer’s permission, which may be provided in an Order, written approval, or other documented consent.
16.4 Feedback
If Customer voluntarily provides ideas, suggestions, or feedback about the Services, Customer grants the Company a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or compensation, provided the Company does not identify Customer or disclose Customer Confidential Information without permission.
17. Copyright Complaints
The Company respects intellectual property rights and may remove or disable content that it reasonably believes infringes third-party rights. Copyright complaints should identify the copyrighted work, the allegedly infringing material and its location, the complainant’s contact information, a good-faith statement regarding unauthorized use, a statement of accuracy and authority, and a physical or electronic signature. Notices may be sent to:
Amjin, LLC
1200 Riverplace Blvd, Suite 105, Jacksonville, FL 32207
Telephone: 904-937-8810
Email: [email protected]
If the Company seeks to rely on the Digital Millennium Copyright Act safe harbors as an online service provider, any required designated-agent registration with the U.S. Copyright Office must be separately maintained; inclusion of contact information in this Agreement alone does not constitute such registration.
18. Suspension and Termination
18.1 Suspension
The Company may suspend all or part of the Services if Customer fails to pay amounts due, creates a negative usage balance, violates this Agreement or applicable law, creates security or fraud risk, causes carrier or provider compliance issues, threatens the integrity of the Platform, or if suspension is reasonably necessary to protect the Company, Customer, other users, or third parties.
18.2 Termination for Breach
Either party may terminate an Order for a material breach that remains uncured after reasonable written notice when cure is reasonably possible. The Company may terminate immediately for unlawful activity, fraud, abuse, repeated nonpayment, material telecommunications violations, security threats, or conduct likely to cause substantial harm.
18.3 Termination by Customer
Customer may terminate future renewal as described in Section 7. Termination does not relieve Customer of payment obligations accrued before the effective termination date.
19. Effect of Termination and Data Export
19.1 Access Ends
When the subscription or applicable Order ends, Customer’s right to use the affected Services and Company Materials ends, except for rights that expressly survive.
19.2 Export Responsibility
Customer is responsible for exporting or retaining Customer Data it needs before termination using available Platform functionality. The Company may provide reasonable transition or export assistance upon request, subject to technical feasibility, applicable provider rules, payment of amounts due, and any applicable professional-service fees.
19.3 Data Deletion and Retention
After termination, the Company may delete Customer Data in accordance with its ordinary retention practices, subject to legal obligations, backup cycles, dispute preservation, and third-party-provider retention practices. The Company is not obligated to retain Customer Data indefinitely after termination.
19.4 Survival
Sections concerning payment obligations, confidentiality, intellectual property, data rights that by their nature survive, disclaimers, liability limitations, indemnification, dispute resolution, and other provisions that by their nature should survive will remain effective after termination.
20. Disclaimers and No Warranties
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT THE SERVICES, THIRD-PARTY SERVICES, AI OUTPUTS, CALLS, MESSAGES, AUTOMATIONS, INTEGRATIONS, OR DATA WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, AVAILABLE AT ANY PARTICULAR TIME, OR SUITABLE FOR EVERY BUSINESS OR LEGAL REQUIREMENT. THE COMPANY DOES NOT WARRANT SPECIFIC BUSINESS, SALES, MARKETING, REVENUE, APPOINTMENT, REVIEW, RANKING, OR CONVERSION RESULTS.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, SO SOME DISCLAIMERS MAY NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
21. Limitation of Liability
21.1 Excluded Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS; LOSS OR CORRUPTION OF DATA; BUSINESS INTERRUPTION; OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
21.2 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THIS AGREEMENT, OR ANY ORDER WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO THE COMPANY UNDER THE AFFECTED ORDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
21.3 Essential Allocation of Risk
The parties agree that the fees reflect this allocation of risk and that these limitations are an essential basis of the bargain. Limitations apply regardless of the legal theory and even if a limited remedy fails of its essential purpose, except to the extent prohibited by applicable law.
22. Indemnification
Customer will defend, indemnify, and hold harmless the Company and its affiliates, officers, directors, employees, agents, licensors, and service providers from third-party claims, damages, penalties, fines, liabilities, costs, and reasonable attorneys’ fees arising out of or relating to: (a) Customer Data or Customer’s products, services, advertising, or business practices; (b) Customer’s calls, texts, emails, AI Voice use, recordings, or communications campaigns; (c) Customer’s violation of law, carrier rules, third-party terms, or this Agreement; (d) Customer’s infringement or misappropriation of third-party rights; or (e) acts or omissions of Customer or Authorized Users. The Company may participate in the defense with counsel of its choice. Customer may not settle a claim in a manner that admits fault by or imposes obligations on the Company without the Company’s written consent.
23. Dispute Resolution, Arbitration, and Governing Law
23.1 Informal Resolution
Before filing an arbitration or lawsuit, a party will provide written notice describing the dispute and requested relief and will allow at least thirty (30) days for good-faith informal resolution, unless immediate injunctive relief is reasonably necessary.
23.2 Governing Law
This Agreement and all disputes arising from it are governed by the laws of the State of Florida, without regard to conflict-of-law principles, and, where applicable, the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions.
23.3 Binding Arbitration
Except for claims eligible for small-claims court and requests for temporary or injunctive relief to protect intellectual property, confidential information, security, or prevent misuse, any dispute arising out of or relating to this Agreement or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its applicable commercial arbitration rules. The arbitration will take place in Duval County, Florida, unless the parties agree otherwise, and may be conducted remotely where permitted.
23.4 Individual Proceedings; Class Waiver
TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION. EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL TO THE EXTENT A DISPUTE IS SUBJECT TO ARBITRATION OR OTHERWISE WAIVABLE.
23.5 Court Venue for Non-Arbitrable Claims
For claims not subject to arbitration, each party consents to the exclusive jurisdiction and venue of the state and federal courts located in or serving Duval County, Florida, except where applicable law requires otherwise.
23.6 Time to Bring Claims
To the extent permitted by law, any claim arising out of or relating to this Agreement or the Services must be commenced within one (1) year after the claim accrued, except that this limitation does not shorten any period that applicable law prohibits the parties from shortening.
24. Changes to this Agreement
The Company may update this Agreement from time to time. Material changes will become effective on the date stated in the updated Agreement, and the Company will provide notice where required by law or where reasonably appropriate for material changes. Continued use of the Services after the effective date of an update constitutes acceptance to the extent permitted by law. Changes to pricing or an active Order will be handled as stated in the Order, at renewal, or with any notice required by law.
25. Miscellaneous
25.1 Entire Agreement
This Agreement, together with the Privacy Policy, applicable Orders, and other documents expressly incorporated by reference, constitutes the entire agreement regarding its subject matter and supersedes prior or contemporaneous communications regarding that subject matter.
25.2 Waiver
A failure or delay to enforce a provision is not a waiver. A waiver is effective only if in writing and only for the specific instance stated.
25.3 Severability
If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will remain in effect.
25.4 Assignment
Customer may not assign or transfer this Agreement or an Order without the Company’s prior written consent. The Company may assign this Agreement or an Order in connection with a merger, acquisition, sale of assets, financing, corporate reorganization, or to an affiliate or successor. Subject to the foregoing, this Agreement binds and benefits permitted successors and assigns.
25.5 Independent Contractors
The parties are independent contractors. Nothing creates a partnership, franchise, joint venture, fiduciary, employment, or agency relationship.
25.6 Force Majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including carrier outages, internet failures, cloud-provider outages, cyberattacks, labor disputes, governmental action, natural disasters, war, terrorism, epidemics, or failures of Third-Party Services, except that Customer’s payment obligations for charges already incurred are not excused.
25.7 Electronic Communications and Signatures
Customer consents to receive agreements, notices, invoices, receipts, and other communications electronically. Electronic acceptance, clickwrap acceptance, and electronic signatures have the same effect as handwritten signatures to the extent permitted by law.
25.8 Notices
Notices to the Company must be sent to [email protected] and, when legally required, to 1200 Riverplace Blvd, Suite 105, Jacksonville, FL 32207. Notices to Customer may be sent to the email address, account, or contact information associated with Customer’s account or Order.
25.9 Export and Sanctions Laws
Customer will comply with applicable U.S. export-control and economic-sanctions laws and will not use or provide the Services in violation of such laws.
25.10 Headings
Headings are for convenience only and do not affect interpretation.
26. Contact Information
Questions, support requests, legal notices, or other communications regarding this Agreement may be directed to:
Amjin, LLC
1200 Riverplace Blvd, Suite 105, Jacksonville, FL 32207
Telephone: 904-937-8810
Email: [email protected]
Privacy Policy: https://thesmartanswer.com/tsa-privacy-policy
Customer Acknowledgment. By purchasing or using the Services, Customer acknowledges that subscription fees may be separate from usage-based telephony, SMS/MMS, carrier, AI Voice, and other metered charges; that subscriptions may renew automatically as disclosed at checkout; and that Customer is responsible for lawful use of calling, messaging, AI, recording, and automation features.