BOTFUSION TECH – TERMS & CONDITIONS

These Terms & Conditions (“Terms”) constitute a legally binding agreement between BotFusion Tech, a Nevada general partnership (“Company,” “we,” “us”), and the business entity or authorized representative accessing or using the Company’s services (“Client,” “you”).

By accessing, purchasing, submitting information through, or using any Company services, websites, funnels, forms, calendars, chatbots, automations, or communications systems (including those built on GoHighLevel or similar platforms), Client acknowledges that it has read, understood, and agrees to be bound by these Terms.

1. Agreement to Terms & Authority

Client represents and warrants that the individual accepting these Terms has full authority to bind the Client business entity.

Client accepts these Terms by any of the following actions:

-Signing a service agreement or statement of work

-Paying any invoice

-Checking an acceptance box

-Submitting any form, booking any calendar, or interacting with any chatbot

-Accessing or using the Services

If there is any conflict between these Terms and any written service agreement or statement of work (“SOW”), the order of precedence shall be:
(1) SOW or signed agreement,
(2) invoice/payment terms,
(3) these Terms.

2. Business-to-Business Services Only

All Services are provided strictly for business purposes. Client confirms it is acting on behalf of a business entity and not as an individual consumer.

3. Scope of Services

Company provides AI chatbots, automation systems, CRM integrations, workflows, funnels, forms, calendars, messaging systems, and related technical services as configured and agreed in writing.

Company does not guarantee:

-Leads, sales, revenue, or conversions

-Business outcomes or performance

-Compliance with laws, regulations, or platform policies

-Company does not provide legal, financial, compliance, or regulatory advice.

Any services not expressly included in a written SOW are out of scope, including but not limited to copywriting, ad management, compliance consulting, platform appeals, deliverability remediation, unlimited revisions, or custom software development. Additional work requires a written change order and additional fees.

4. Fees, Billing, Term & No Refunds

All setup fees, installation fees, and recurring service fees are NON-REFUNDABLE.

Services are billed monthly in advance and automatically renew on a monthly basis unless cancelled in accordance with these Terms.

Client may cancel by providing at least thirty (30) days’ written notice prior to the next billing date. Cancellation does not relieve Client of payment obligations incurred prior to the effective cancellation date.

Failure to use the Services, dissatisfaction with results, or changes to third-party platforms do not entitle Client to a refund.

Company may suspend or terminate Services immediately for non-payment.

5. Chargebacks, Payment Disputes & Abuse

Client agrees not to initiate any chargeback, payment reversal, or payment dispute without first providing written notice to Company and allowing ten (10) business days to attempt resolution.

Any chargeback constitutes a material breach of these Terms. Client agrees to reimburse Company for:

-The full chargeback amount

-All payment processor fees and penalties

-A $250 administrative fee per chargeback

-All costs incurred responding to or contesting the dispute

Company may immediately suspend Services and pursue collections, arbitration, or court remedies upon any chargeback or abusive dispute.

6. Client Responsibilities

Client is solely responsible for:

-Accuracy, legality, and ownership of all content, data, offers, and instructions

-Obtaining all legally required disclosures, permissions, and consents

-Compliance with all applicable laws and regulations

-Maintaining third-party accounts, credentials, phone numbers, domains, and platform access

7. Third-Party Platforms & GoHighLevel Use

Services may be delivered through or integrated with third-party platforms, including but not limited to GoHighLevel, CRM systems, automation tools, AI model providers, SMS/email/voice providers, hosting services, analytics tools, tracking pixels, and advertising platforms (“Third-Party Services”).

Company does not own, control, or operate Third-Party Services and is not responsible for their availability, security, uptime, pricing, policy changes, outages, suspensions, or terminations.

Use of Third-Party Services is governed solely by the providers’ own terms and policies. Changes to Third-Party Services do not constitute a breach by Company.

8. No Liability for Third-Party Failures

Company shall have no liability for failures, interruptions, delays, data loss, account bans, compliance actions, or damages arising from Third-Party Services, including API changes or service discontinuation.

9. Compliance Obligations

Client is solely responsible for ensuring compliance with all applicable laws and platform policies, including but not limited to:

-Privacy and data protection laws

-Advertising and marketing regulations

-TCPA, CAN-SPAM, and similar communications laws

-Company makes no representations or warranties regarding Client’s legal compliance.

10. Consent for SMS, Email, Calls & AI Voice

Client represents and warrants that it has obtained all legally required express written consent from its customers, leads, or users for all communications initiated through the Services, including but not limited to automated SMS messages, emails, AI voice calls, prerecorded messages, and other automated communications.

Client is solely responsible for ensuring that all outbound messages comply with applicable laws and carrier requirements, including the inclusion of clear opt-out instructions, such as “Reply STOP to opt out”, in all SMS or text-based communications where required.

Client agrees to defend, indemnify, and hold harmless Company from any claims, fines, penalties, damages, regulatory actions, or legal costs arising from lack of consent, failure to include opt-out language, improper disclosures, or non-compliance with communications laws or carrier policies, including the TCPA.

11. Intellectual Property & License

All software, chatbots, automations, workflows, prompts, systems, funnels, forms, and materials remain the exclusive intellectual property of Company unless otherwise agreed in writing.

Subject to Client’s compliance and timely payment, Company grants Client a limited, non-exclusive, non-transferable license to use the configured deliverables solely for Client’s internal business purposes during the term.

Client may not copy, reproduce, resell, sublicense, reverse engineer, or reuse Company systems or materials.

12. Confidentiality

Each party shall protect the other’s non-public business, technical, pricing, and customer information using reasonable care and shall use such information only to perform under these Terms. This obligation survives termination.

13. Limitation of Liability

To the maximum extent permitted by law, Company’s total liability for any claim shall not exceed the total fees paid by Client in the thirty (30) days preceding the event giving rise to the claim.

Company shall not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits or business interruption.

14. Indemnification

Client agrees to defend, indemnify, and hold harmless Company from and against any claims, damages, losses, liabilities, fines, penalties, and legal fees arising from:

-Client’s business operations

-Client’s customers or end users

-Violations of law or platform policies

-Use or misuse of the Services

15. Mandatory Pre-Dispute Escalation

Before initiating arbitration or legal action, Client must provide written notice detailing the dispute and allow Company thirty (30) days to attempt resolution. Failure to comply bars the claim.

16. Arbitration & Class Action Waiver

Any dispute arising from or relating to these Terms or the Services shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

Arbitration shall be conducted by a single arbitrator, governed by Nevada law, and held in Nevada or remotely at Company’s election.

Client waives the right to a jury trial and any class, collective, or representative action.

17. Bad-Faith or Frivolous Claims

If an arbitrator determines a claim was filed in bad faith, for harassment, or without legal or factual basis, Client shall reimburse Company for all arbitration fees, AAA costs, expert fees, and reasonable attorneys’ fees, regardless of outcome.

18. Court Carve-Out

Company may pursue court action without arbitration for:

-Non-payment or collections

-Chargebacks or payment abuse

-Intellectual property infringement

-Injunctive or equitable relief

-All such actions shall be brought exclusively in Nevada courts, and Client consents to personal jurisdiction.

19. Privacy, Tracking & Data Use

Privacy-related inquiries must be directed only to [email protected]

Client acknowledges that Services may involve data collection and processing through forms, chatbots, calendars, cookies, pixels, analytics tools, CRM systems, and automation workflows.

Client is the data controller. Company acts solely as a service provider/processor and is not responsible for how Client collects, uses, stores, or discloses personal data.

20. Independent Contractor Relationship

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship.

21. Termination

Company may suspend or terminate Services at any time if Client:

-Fails to pay

-Violates these Terms

-Creates legal or platform risk

-Engages in misuse or abuse

22. No Warranties

Services are provided “AS IS” and “AS AVAILABLE”, without warranties of any kind, express or implied.

23. Severability

If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.

24. Entire Agreement

These Terms constitute the entire agreement between the parties and supersede all prior discussions or representations.