TERMS AND CONDITIONS

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING ANY AI AIDE SERVICES. BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE OUR SERVICES.

These Terms and Conditions ("Agreement" or "Terms") constitute a legally binding contract between you ("User," "Client," or "you") and AI AIDE LLC ("AI AIDE," "Company," "we," "us," or "our"), a limited liability company organized under the laws of the State of Texas. This Agreement governs your access to and use of: (i) the website at https://aiaide.io (the "Site"); (ii) any mobile applications published by AI AIDE (the "App"); (iii) any web applications, client portals, or automation platforms operated by AI AIDE (the "Platform"); and (iv) all AI consulting, automation, and related professional services (collectively, the "Services").

If you are accessing or using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement, and the term "you" shall refer to both you individually and that entity.

AI AIDE reserves the right to modify these Terms at any time. Material changes will be communicated as described in Section 20. Your continued use of the Services after any modification constitutes your acceptance of the updated Terms.

1. ELIGIBILITY

To access or use the Services, you must: (i) be at least 18 years of age; (ii) have the legal capacity to enter into a binding contract under applicable law; (iii) not be barred from receiving services under the laws of the United States or any other applicable jurisdiction; and (iv) if acting on behalf of an entity, have full authority to bind that entity.

By using the Services, you represent and warrant that you meet all eligibility requirements. AI AIDE reserves the right to refuse service, terminate accounts, or cancel orders in its sole discretion, at any time and for any reason, including if we believe you have violated these Terms or applicable law.

2. ACCOUNT REGISTRATION AND SECURITY

Certain features of the Services require you to register for an account. When registering, you agree to:

• Provide accurate, current, and complete information as prompted by the registration process.
• Maintain and promptly update your account information to keep it accurate and complete.
• Keep your password and login credentials confidential and not share them with any third party.
• Notify AI AIDE immediately at cyberdesigner@aiaide.io of any unauthorized use of your account or any security breach.
• Accept full responsibility for all activities that occur under your account, whether or not authorized by you.

AI AIDE will not be liable for any loss or damage arising from your failure to comply with this Section. We reserve the right to disable any account at any time and without notice if we believe you have violated these Terms.

3. DESCRIPTION OF SERVICES

AI AIDE provides AI automation consulting services, including but not limited to: workflow analysis and automation design; AI tool selection, integration, and deployment; process optimization and efficiency consulting; training and onboarding support; and ongoing maintenance, support, and advisory services related to AI-powered systems.

The specific scope, deliverables, timelines, and pricing of any professional services engagement will be set forth in a separate Statement of Work (SOW), Service Agreement, or Proposal executed between you and AI AIDE (a "Service Order"). In the event of a conflict between these Terms and any Service Order, the Service Order shall control with respect to the specific engagement, and these Terms shall control for all other purposes.

AI AIDE reserves the right to modify, suspend, or discontinue any aspect of the Services; impose limits on certain features; or restrict access to parts or all of the Services, at any time and without prior notice.

4. FEES, PAYMENT, AND BILLING

4.1 Fees

You agree to pay all fees applicable to your use of the Services as set forth in the applicable Service Order, pricing page, or other written agreement. All fees are stated in US dollars unless otherwise specified.

4.2 Payment Terms

Unless otherwise agreed in writing: (i) invoices are due and payable within thirty (30) days of the invoice date; (ii) recurring subscription fees are billed in advance on a monthly or annual basis; and (iii) project-based fees are billed per the milestone schedule in the applicable Service Order.

4.3 Late Payments

Any amounts not paid when due will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until paid in full. AI AIDE reserves the right to suspend or terminate your access to the Services if any payment is more than fifteen (15) days past due.

4.4 Taxes

You are responsible for all applicable sales, use, excise, value-added, or other taxes associated with your use of the Services, excluding taxes on AI AIDE's net income.

4.5 No Refunds

Except as required by applicable law or expressly stated in a Service Order, all fees paid to AI AIDE are non-refundable. This includes fees paid for unused subscription periods, partially completed projects, or terminated engagements where AI AIDE has performed work up to the date of termination.

5. ACCEPTABLE USE POLICY

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Services in any manner that violates any applicable federal, state, local, or international law or regulation.
• Transmit or upload any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable.
• Impersonate any person or entity, or falsely state your affiliation with any person or entity.
• Attempt to gain unauthorized access to any portion of the Services, other accounts, or computer systems connected to the Services.
• Introduce any virus, trojan horse, worm, logic bomb, or other malicious code into the Services.
• Use any automated means, including bots, scrapers, or crawlers, to access or collect data from the Services without AI AIDE's prior written consent.
• Reverse engineer, decompile, or attempt to derive the source code of any software component of the Services.
• Resell, sublicense, or otherwise commercialize access to the Services without AI AIDE's prior written consent.
• Use the Services to build a competing product or service, or to benchmark the Services for competitive purposes.
• Use the Services to process or store data in violation of any applicable privacy law, including the TCPA, GDPR, CCPA, or TDPSA.

AI AIDE reserves the right to investigate and take appropriate legal or technical action against any party that violates this Acceptable Use Policy, including terminating access and disclosing information to law enforcement.

6. SMS AND TEXT MESSAGE TERMS

By opting into SMS messages from AI AIDE LLC, you agree to receive non-marketing text messages at the phone number you provide, sent via Twilio from our toll-free number +1 (877) 326-4106. SMS messages are used only for transactional, account-related, service-related, and security-related purposes. Consent to receive SMS messages is not a condition of purchase or service.

6.1 Transactional, Account, Service, and Security SMS Messages

If you opt into SMS messages, you agree to receive non-marketing transactional, account-related, service-related, and security-related text messages from AI AIDE LLC. Messages may include verification codes, two-factor authentication codes, account notifications, password change alerts, login alerts, appointment or onboarding reminders, service-related updates, support-related messages, and security alerts. Message frequency varies based on account activity, service activity, and security events. Message and data rates may apply. Reply STOP to cancel. Reply HELP for help.

6.2 Opt-Out

You may opt out of SMS messages at any time by replying STOP to any text message from AI AIDE LLC. Replying STOP will stop SMS messages from AI AIDE LLC’s toll-free number unless otherwise permitted by law for necessary service or security communications. You may reply HELP for help or contact cyberdesigner@aiaide.io for support.

6.3 Consent Records

AI AIDE LLC may maintain records of your SMS consent, including your phone number, consent selection, timestamp, source page or application screen, and the exact consent language shown at the time of opt-in.

6.4 No Sharing for Third-Party Marketing

AI AIDE LLC does not sell, rent, or share SMS opt-in consent or phone numbers with third parties for their marketing purposes.

6.5 Additional SMS Terms

Full SMS terms, opt-in and opt-out procedures, consent recordkeeping practices, and SMS data collection practices are described in our Privacy Policy and SMS Opt-In Disclosure & Consent Documentation, incorporated into these Terms by reference.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 AI AIDE Intellectual Property

The Services, including all software, algorithms, models, interfaces, designs, text, graphics, logos, and other content created or provided by AI AIDE ("AI AIDE IP"), are and shall remain the exclusive property of AI AIDE and its licensors. Nothing in these Terms grants you any right, title, or interest in AI AIDE IP except the limited license in Section 7.3.

7.2 Your Content

You retain all ownership rights in and to any data, files, documents, or other content you upload to or create within the Services ("Your Content"). You grant AI AIDE a limited, non-exclusive, royalty-free, worldwide license to access, store, process, and use Your Content solely to: (i) provide the Services to you; (ii) improve the security and performance of the Services; and (iii) comply with applicable law. This license terminates upon deletion of Your Content or termination of your account.

7.3 License to Use the Services

Subject to your compliance with these Terms and timely payment of all applicable fees, AI AIDE grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the term of this Agreement.

7.4 AI-Generated Deliverables

To the extent AI AIDE produces deliverables, reports, automation scripts, or other work product for you under a Service Order ("Deliverables"), and subject to full payment of all applicable fees, AI AIDE assigns to you all right, title, and interest in such Deliverables, excluding any AI AIDE IP, third-party IP, or pre-existing tools and frameworks embedded therein.

7.5 Feedback

If you provide AI AIDE with any feedback, suggestions, or recommendations regarding the Services, you grant AI AIDE an irrevocable, perpetual, royalty-free, worldwide license to use, incorporate, and commercialize such feedback without restriction or compensation to you.

7.6 Restrictions

You may not: (i) copy, modify, or create derivative works of AI AIDE IP; (ii) remove or alter any proprietary notices on the Services; (iii) use AI AIDE's trademarks or logos without prior written consent; or (iv) use the Services to develop or train competing AI models or products.

8. CONFIDENTIALITY

Each party may receive confidential or proprietary information of the other party ("Confidential Information") in connection with the Services. Each party agrees to: (i) hold Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third party without prior written consent, except to employees or contractors bound by equivalent confidentiality obligations; and (iii) use Confidential Information solely to perform obligations or exercise rights under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully known before disclosure; (iii) is independently developed without reference to Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party receives prompt written notice.

Confidentiality obligations survive termination of this Agreement for five (5) years, or indefinitely for trade secrets.

9. DATA PRIVACY AND SECURITY

AI AIDE's collection and use of personal information is governed by our Privacy Policy at https://aiaide.io/privacy-policy, incorporated into these Terms by reference. By using the Services, you consent to the data practices described in the Privacy Policy.

If you share personal data of third parties with AI AIDE in connection with the Services, you represent and warrant that: (i) you have all necessary rights and consents to share such data; (ii) such sharing complies with all applicable privacy laws; and (iii) you will indemnify AI AIDE against any claims arising from your failure to comply with applicable privacy law with respect to such data.

Where required by applicable law, the parties shall enter into a separate Data Processing Agreement (DPA). If no separate DPA is executed, AI AIDE's standard data processing terms (available upon request) shall apply.

10. THIRD-PARTY SERVICES AND INTEGRATIONS

The Services may integrate with third-party software, platforms, and APIs ("Third-Party Services"). Your use of Third-Party Services is subject to the applicable third-party terms and privacy policies. AI AIDE does not control Third-Party Services and is not responsible for their availability, accuracy, or content.

AI AIDE shall not be liable for any loss or damage arising from your use of or reliance on any Third-Party Service. You use Third-Party Services at your own risk.

11. DISCLAIMERS AND LIMITATION OF WARRANTIES

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AI AIDE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING:

• Any warranty that the Services will meet your requirements or be fit for any particular purpose.
• Any warranty that the Services will be uninterrupted, timely, secure, or error-free.
• Any warranty as to the accuracy, completeness, or reliability of any AI-generated content, recommendations, or outputs.
• Any warranty that defects in the Services will be corrected.
• Any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

AI-generated outputs are for informational and operational assistance only and do not constitute professional legal, financial, medical, or other licensed professional advice. You are solely responsible for independently verifying and validating any AI-generated content before relying on it.

Some jurisdictions do not allow the exclusion of implied warranties, so some of the above may not apply to you.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AI AIDE, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, REGARDLESS OF THE CAUSE OF ACTION OR WHETHER AI AIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

AI AIDE's total cumulative liability to you for all claims arising out of or related to this Agreement or the Services shall not exceed the greater of: (i) the total fees actually paid by you to AI AIDE in the twelve (12) months immediately preceding the event giving rise to the claim; or (ii) five hundred US dollars (US $500).

Some jurisdictions do not allow certain limitations of liability, so the above may not apply to you in full.

13. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless AI AIDE and its members, managers, officers, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, and attorneys' fees arising out of or relating to:

• Your violation of these Terms or any applicable law or regulation.
• Your use of the Services, including any data you process, store, or transmit through the Services.
• Your Content, including any claim that it infringes any third-party intellectual property or privacy right.
• Your breach of any representation or warranty made in these Terms or any Service Order.
• Your failure to obtain necessary consents or permissions with respect to data you share with AI AIDE.
• Any claim by your clients, employees, or third parties arising from AI-generated outputs you deliver to them.

AI AIDE reserves the right to assume exclusive control of the defense of any matter subject to indemnification by you.

14. TERM AND TERMINATION

14.1 Term

This Agreement begins on the date you first access or use the Services and continues until terminated as provided herein.

14.2 Termination by You

You may terminate this Agreement by: (i) closing your account through account settings; (ii) providing thirty (30) days' written notice to cyberdesigner@aiaide.io; or (iii) as otherwise provided in a Service Order. Termination does not relieve you of payment obligations incurred prior to termination.

14.3 Termination by AI AIDE

AI AIDE may terminate this Agreement or suspend your access immediately and without prior notice if: (i) you breach these Terms and fail to cure within ten (10) days of written notice; (ii) you fail to pay any amount due and do not cure within fifteen (15) days of notice; (iii) you become insolvent or subject to bankruptcy proceedings; or (iv) your use of the Services violates applicable law or poses a risk to AI AIDE or third parties.

14.4 Effect of Termination

Upon termination: (i) all licenses granted to you immediately terminate; (ii) you must cease all use of the Services and destroy or return AI AIDE Confidential Information; (iii) AI AIDE may delete your account and Your Content per our data retention schedule; and (iv) all provisions that by their nature should survive termination shall survive, including Sections 7, 8, 9, 11, 12, 13, 15, 16, 17, 18, and 19.

AI AIDE will provide thirty (30) days' notice before deleting Your Content, during which you may request an export.

15. DISPUTES, ARBITRATION, AND CLASS ACTION WAIVER

15.1 Informal Resolution

Before initiating any formal legal proceeding, you agree to contact AI AIDE at cyberdesigner@aiaide.io with written notice describing the dispute. The parties agree to negotiate in good faith for at least thirty (30) days to resolve the dispute informally.

15.2 Binding Arbitration

If not resolved informally, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Dallas, Texas, or remotely by mutual agreement. The arbitrator's decision shall be final and binding.

15.3 Class Action Waiver

YOU AND AI AIDE EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, REPRESENTATIVE ACTION, OR ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS IN A REPRESENTATIVE CAPACITY. ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY.

15.4 Exceptions

Either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration. Claims related to intellectual property infringement may be brought in court.

15.5 Governing Law

This Agreement is governed by the laws of the State of Texas, United States, without regard to conflict-of-law provisions. For any proceeding not subject to arbitration, the parties consent to exclusive jurisdiction in the state and federal courts of Dallas County, Texas.

16. FORCE MAJEURE

AI AIDE shall not be liable for any failure or delay in performing its obligations to the extent caused by circumstances beyond AI AIDE's reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, Internet outages, third-party service failures (including Twilio, cloud infrastructure providers, or AI model providers), pandemics, or other force majeure events. AI AIDE will promptly notify you of any such event and use commercially reasonable efforts to resume performance as soon as practicable.

17. ELECTRONIC COMMUNICATIONS AND SIGNATURES

By using the Services, you consent to receive communications from AI AIDE electronically, including via email and in-app notifications. You may also receive SMS messages only if you have opted into non-marketing transactional, account-related, service-related, or security-related SMS messages. You agree that all agreements, notices, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

You agree that electronic signatures — whether click-through acceptance of these Terms, DocuSign, or other electronic signature methods — have the same legal effect as handwritten signatures under applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA).

18. AI AIDE'S RIGHTS AND RESERVATIONS

AI AIDE expressly reserves the right to, at any time and in its sole discretion, without notice or liability:

• Monitor, review, and audit your use of the Services for compliance with these Terms and applicable law.
• Remove, modify, or refuse to transmit any content or data that violates these Terms or applicable law.
• Disclose your information as required by law or to protect the rights, property, or safety of AI AIDE, its clients, or third parties.
• Cooperate with law enforcement in connection with any investigation of unlawful activity related to the Services.
• Assign this Agreement to any affiliate, successor, or acquirer of AI AIDE, without your consent.
• Offer different pricing, features, or terms to different users or classes of users.

No failure by AI AIDE to exercise any right or enforce any provision of these Terms shall constitute a waiver of such right or provision.

19. GENERAL PROVISIONS

19.1 Entire Agreement
This Agreement, together with the Privacy Policy and any applicable Service Orders, constitutes the entire agreement between you and AI AIDE with respect to the Services and supersedes all prior agreements and understandings, whether written or oral.

19.2 Severability
If any provision of this Agreement is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

19.3 No Waiver
AI AIDE's failure to enforce any provision of these Terms on any occasion shall not constitute a waiver of its right to enforce such provision on any other occasion.

19.4 Assignment
You may not assign this Agreement or any of your rights hereunder without AI AIDE's prior written consent. Any attempted assignment without consent is void. AI AIDE may assign this Agreement freely, including in connection with a merger, acquisition, or asset sale.

19.5 Relationship of the Parties
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between you and AI AIDE.

19.6 Export Compliance
You agree to comply with all applicable US and international export control laws in connection with your use of the Services.

20. CHANGES TO THESE TERMS

AI AIDE reserves the right to modify these Terms at any time. When we make material changes, we will: (i) update the Effective Date; (ii) notify registered users by email; and (iii) post a prominent notice on the Site and within the App or Platform at least thirty (30) days before the changes take effect.

If you object to any changes, your sole remedy is to discontinue use of the Services and close your account before the effective date of the revised Terms. Your continued use after the effective date constitutes your binding acceptance of the updated Terms.

21. CONTACT INFORMATION

For questions, concerns, or legal notices under this Agreement, please contact:

AI AIDE LLC
Website: https://aiaide.io
Email: cyberdesigner@aiaide.io
SMS / Toll-Free: +1 (877) 326-4106

Legal notices sent by email are deemed received when sent. AI AIDE will acknowledge receipt of formal legal notices within five (5) business days.

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