Ohm Outreach Marketing, LLC — Effective Date: [Insert Date]
Welcome to Ohm Outreach Marketing, LLC ("Ohm Outreach," "we," "us," or "our"). These Terms of Service ("Terms" or "Agreement") govern your access to and use of our AI voice agents, AI chatbots, marketing automation, and related digital marketing services (collectively, the "Services"). By signing an order form, statement of work, or by using our Services, you ("Client," "you," or "your") agree to be bound by these Terms.
Ohm Outreach Marketing, LLC is a limited liability company organized under the laws of the State of Michigan, with a website at ohmoutreachmarketing.com and a primary contact email of [email protected].
1.1 "Services" means any AI voice agents, AI chatbots, marketing automation workflows, funnel/website builds, and related digital marketing services we provide to Client.
1.2 "AI Systems" means the artificial intelligence tools, models, voice agents, chatbots, scripts, prompts, and automations we build, configure, or deploy for Client, including underlying third-party AI or software platforms used to deliver them.
1.3 "Client Data" means any information, content, recordings, contact lists, call scripts, business information, or other materials Client provides to us for use in configuring or training AI Systems.
1.4 "Training Data" means the subset of Client Data specifically used to configure, customize, or improve the responses and behavior of an AI System.
1.5 "Third-Party Platforms" means software or services not owned by Ohm Outreach that are used to deliver the Services, including but not limited to GoHighLevel, telephony carriers, SMS gateways, and similar tools.
1.6 "Order Form" means any signed proposal, invoice, subscription agreement, or statement of work referencing these Terms.
1.7 "End User" means any individual who interacts with an AI System deployed on Client's behalf, such as a customer calling Client's business or messaging Client's chatbot.
2.1 Ohm Outreach provides AI-powered marketing and communication tools for local businesses, including AI voice agents, AI chatbots, marketing automation workflows, and related setup and configuration services.
2.2 The specific scope, deliverables, timeline, and pricing for each engagement will be described in an Order Form. If there is a conflict between an Order Form and these Terms, the Order Form controls for that engagement.
2.3 Services may rely on Third-Party Platforms. Ohm Outreach does not guarantee their uptime, features, or pricing beyond what is described in Section 10.
3.1 Nature of AI Output. AI Systems generate responses using machine learning models and automated logic. Client acknowledges that AI-generated content, voice responses, and chat replies may occasionally be inaccurate, incomplete, or not perfectly aligned with Client's intent.
3.2 No Guarantee of Perfect Accuracy. We configure and tune AI Systems using commercially reasonable efforts, but do not guarantee any AI System will be error-free or handle every End User interaction exactly as intended.
3.3 Human Oversight Recommended. Client is responsible for reasonably reviewing AI System outputs, call recordings, and chat transcripts and promptly flagging issues for adjustment.
3.4 No Professional Advice. AI Systems are marketing and communication tools, not designed to provide legal, medical, financial, or other regulated advice, and Client agrees not to deploy them for such purposes without separate written agreement.
3.5 Continuous Improvement. We may periodically update or reconfigure AI Systems, and will use reasonable efforts to notify Client of material changes affecting operations.
4.1 Setup Fees. Client agrees to pay any one-time setup or onboarding fee listed in the Order Form prior to commencement of build-out work. Setup fees are non-refundable once work begins, except as described in Section 12.
4.2 Monthly Recurring Fees. Ongoing Services are billed monthly in advance on the billing date specified in the Order Form via the payment method on file.
4.3 Late Payments. Invoices not paid within [X] days of the due date may incur a late fee of [X]% per month and/or suspension of Services until the account is current.
4.4 Price Changes. We may adjust recurring pricing with at least 30 days' written notice before the change takes effect. Continued use after that date constitutes acceptance.
4.5 Taxes. Fees do not include applicable taxes. Client is responsible for such taxes unless a valid exemption certificate is provided.
4.6 Auto-Renewal. Unless otherwise stated, monthly Services automatically renew each billing cycle until cancelled per Section 8.
5.1 Accuracy of Provided Information. Client is solely responsible for the accuracy, legality, and completeness of any Training Data, scripts, FAQs, pricing, or business details provided to configure AI Systems.
5.2 Ownership and Rights to Submit. Client represents it owns or has the legal right to provide any Training Data, contact lists, recordings, or other materials submitted, and that doing so does not violate third-party rights.
5.3 Prohibited Data. Client agrees not to submit Training Data containing unlawfully obtained personal information, sensitive personal data (e.g., Social Security or financial account numbers) unless agreed in writing, or illegal, defamatory, or infringing content.
5.4 Timely Review. Client agrees to review AI configurations, test call flows, and chatbot scripts prior to launch and provide timely feedback. Delays in review may delay go-live dates without extending any minimum term.
5.5 Updates. Client is responsible for promptly notifying Ohm Outreach of business information changes so AI Systems can be updated. We are not liable for outdated AI responses resulting from Client's failure to provide updates.
6.1 Ohm Outreach IP. All underlying software, AI models, templates, workflows, automation frameworks, and proprietary methodologies used by Ohm Outreach (excluding Client Data) remain our sole property.
6.2 Client IP. Client retains ownership of its trademarks, logos, business content, and Client Data provided to us.
6.3 License to Use Client Data. Client grants Ohm Outreach a non-exclusive, limited license to use Client Data and Training Data solely to configure, operate, and improve the Services.
6.4 Deliverables License. Upon full payment, Client receives a non-exclusive, non-transferable license to use the specific configurations, scripts, and workflows built for Client for internal business purposes only, excluding resale, sublicensing, or reverse-engineering of reusable frameworks.
6.5 Portfolio Rights. Unless Client opts out in writing, Ohm Outreach may reference Client's name, logo, and a general description of the engagement in marketing materials.
7.1 Data Handling. Ohm Outreach uses commercially reasonable administrative, technical, and physical safeguards to protect Client Data and End User data processed through the Services.
7.2 Third-Party Processing. Services may route data through Third-Party Platforms (e.g., GoHighLevel, telephony carriers, SMS providers), each with its own privacy and security practices. We are not responsible for their independent acts or omissions.
7.3 Compliance Responsibility. Client is responsible for ensuring appropriate privacy notices, consents, and legal basis for collecting and processing End User data through the Services.
7.4 Data Breach Notification. If we become aware of a security incident materially affecting Client Data, we will notify Client without undue delay and cooperate on required notifications.
7.5 Data Retention and Deletion. Upon termination, Client Data will be retained or deleted per our standard practices, available upon request, unless a longer period is legally required.
8.1 Term. This Agreement begins on the Effective Date and continues month-to-month unless a different minimum term is specified in the Order Form.
8.2 Termination for Convenience. Either party may terminate ongoing monthly Services with at least 30 days' written notice.
8.3 Termination for Cause. Either party may terminate immediately upon written notice if the other materially breaches this Agreement and fails to cure within 15 days of notice.
8.4 Effect of Termination. Upon termination, access to AI Systems and dashboards is discontinued, outstanding fees become due, and pre-paid setup fees for incomplete work are handled per Section 12.
8.5 Survival. Sections covering intellectual property, limitation of liability, indemnification, dispute resolution, and payment obligations survive termination.
9.1 Disclaimer of Warranties. The Services and AI Systems are provided "as is" and "as available." To the maximum extent permitted by law, Ohm Outreach disclaims all warranties, express or implied, and does not warrant that AI outputs will be accurate, uninterrupted, or error-free.
9.2 Cap on Damages. To the maximum extent permitted by law, Ohm Outreach's total liability arising out of this Agreement, including claims related to AI System outputs, will not exceed the total fees paid by Client in the three (3) months preceding the event giving rise to the claim.
9.3 Exclusion of Certain Damages. Neither party will be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, even if advised of the possibility of such damages.
9.4 AI Output Responsibility. Client acknowledges that final business decisions, offers, pricing, or commitments communicated to End Users through AI Systems remain Client's responsibility.
10.1 Uptime Target. We will use commercially reasonable efforts to maintain at least [X]% monthly uptime for AI Systems directly hosted or configured by us, excluding scheduled maintenance and Third-Party Platform outages.
10.2 Scheduled Maintenance. We will provide reasonable advance notice of planned maintenance that may cause downtime.
10.3 Third-Party Outages. We are not responsible for downtime caused by Third-Party Platforms outside our direct control, though we will assist in escalating and resolving such issues.
10.4 Support. Standard support is available during business hours via the contact email listed in these Terms, with response times described in the applicable Order Form.
11.1 Reliance on Third-Party Platforms. The Services may integrate with Third-Party Platforms, including GoHighLevel, SMS/voice carriers, calendar tools, and CRM systems, which may have their own separate terms of service.
11.2 No Endorsement or Warranty. We do not own or control Third-Party Platforms and make no warranties regarding their features, pricing, availability, or continued existence.
11.3 Changes by Third Parties. If a Third-Party Platform changes its pricing or API access in a way that affects the Services, we will notify Client and work in good faith to adapt the Services, which may involve additional fees.
11.4 Client-Owned Accounts. Where Client maintains its own Third-Party Platform account, Client is responsible for that platform's fees and compliance with its terms unless otherwise agreed.
12.1 Setup Fees. Setup fees are non-refundable once configuration work has begun, except where required by law.
12.2 Monthly Fees. Monthly fees are non-refundable for the current billing period once started, but Client will not be billed for future periods after valid cancellation under Section 8.
12.3 Service Issues. If we fail to deliver a material component of the Services and do not cure the failure within a reasonable period after written notice, Client may be eligible for a prorated credit or refund at our discretion.
12.4 No Refunds for Change of Mind. Refunds are not provided simply because Client no longer wants the Services or is dissatisfied with general marketing results, as we do not guarantee specific business outcomes.
13.1 Client Indemnification. Client agrees to indemnify, defend, and hold harmless Ohm Outreach from third-party claims arising out of Client's Training Data, breach of this Agreement, violation of applicable law, or unauthorized use of the Services.
13.2 Ohm Outreach Indemnification. We agree to indemnify Client from third-party claims that the AI Systems, as delivered and used in accordance with this Agreement, directly infringe a third party's valid U.S. intellectual property rights, excluding claims arising from Client Data, Client modifications, or Third-Party Platforms.
13.3 Procedure. The indemnified party must promptly notify the indemnifying party of any claim; the indemnifying party controls the defense and settlement, subject to approval of any settlement admitting fault.
14.1 Client Compliance Obligation. Client is solely responsible for ensuring its use of AI voice agents, chatbots, and automated messaging complies with applicable laws, including the TCPA, CAN-SPAM Act, CTIA guidelines, state telemarketing laws, and Do-Not-Call requirements.
14.2 Consent Requirements. Client represents it has obtained all necessary consents from End Users prior to automated calls, texts, or AI outreach where legally required.
14.3 Call/Message Recording Disclosures. Client is responsible for appropriate disclosures and consents where AI voice agents record or transcribe calls, in accordance with applicable state and federal recording consent laws (including Michigan's two-party consent requirements where applicable).
14.4 Suspension for Non-Compliance. We may suspend any campaign, number, or workflow that appears to violate telecom regulations or carrier policies, or that generates excessive spam complaints.
14.5 No Legal Advice. Ohm Outreach is not a law firm and does not provide legal compliance advice; Client should consult its own counsel regarding regulatory obligations.
15.1 Informal Resolution. Before pursuing formal action, the parties agree to attempt informal resolution by written notice, allowing 30 days for resolution.
15.2 Binding Arbitration. Any dispute not resolved informally will be resolved through final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in [City], Michigan.
15.3 Class Action Waiver. Disputes must be brought on an individual basis only, not as a class, collective, or representative proceeding.
15.4 Exceptions. Either party may seek injunctive relief in court for actual or threatened IP infringement or unauthorized use of confidential information.
15.5 Governing Law. This Agreement is governed by the laws of the State of Michigan, without regard to conflict-of-law principles.
16.1 Entire Agreement. This Agreement, with any Order Forms, constitutes the entire agreement and supersedes prior agreements regarding the Services.
16.2 Amendments. We may update these Terms with notice via email or posting on ohmoutreachmarketing.com. Continued use after the effective date constitutes acceptance.
16.3 Assignment. Client may not assign this Agreement without our prior written consent. We may assign it in connection with a merger, acquisition, or sale of assets.
16.4 Force Majeure. Neither party is liable for delays caused by events beyond its reasonable control, including natural disasters, internet/telecom outages, or Third-Party Platform failures.
16.5 Severability. If any provision is found unenforceable, the remaining provisions remain in full force and effect.
16.6 Notices. Notices should be sent to [email protected] or the address specified in the applicable Order Form.
16.7 Contact Information. Ohm Outreach Marketing, LLC — Email: [email protected] — Website: ohmoutreachmarketing.com
By signing an Order Form or using the Services, Client acknowledges having read, understood, and agreed to these Terms of Service.