Client Terms of Service

These Client Terms of Service ("Terms") are an agreement between Elivex Home LLC, d/b/a Elivex Labs ("Elivex," "we," "us") and the client identified on an Order ("Client," "you"). They govern all services we provide, including website design and development, AI receptionist and voice/chat agent services, CRM setup and automation, and related work (the "Services").

General use of this website is governed separately by our Website Terms of Use.

You accept these Terms by doing any of the following: (a) checking a box or clicking a button indicating agreement; (b) signing or electronically approving a proposal, quote, or order form that references these Terms; (c) paying a deposit or invoice for Services; or (d) continuing to use ongoing Services after we give notice of updated Terms. If you accept on behalf of a business, you confirm you have authority to bind that business.

The specific services, deliverables, pricing, and timelines for your engagement are described in a proposal, quote, order form, invoice, or checkout page (each, an "Order"). Each Order is part of this agreement, and if an Order conflicts with these Terms, the Order controls for that engagement. Anything not listed in an Order is out of scope. Work beyond the Order's scope requires a written change order or is billed at our then-current hourly rate of $100/hour.

Your timely input keeps projects on schedule. You agree to: provide the content, images, credentials, account access, and approvals we reasonably request; designate one point of contact authorized to approve work; and respond to requests for input or approval within 5 business days. Timelines extend day-for-day when client input is late.

If you are unresponsive for 14 or more consecutive days, we may pause the project and reschedule it behind other work. If you are unresponsive for 30 or more consecutive days, we may close the project; resuming requires a restart fee of 15% of the remaining balance and a new timeline.

Deposits are due before work begins and are non-refundable once work begins, as they compensate us for reserved capacity and initial work. Remaining balances are due per the milestones in your Order; invoices are due within 7 days. Late amounts accrue interest at 1.5% per month (or the maximum allowed by law, if lower), and we may suspend work on accounts more than 10 days past due after notice. You are responsible for applicable taxes and for third-party costs (domains, hosting, telephony and SMS usage, AI platform usage, software licenses) unless your Order states they are included. Payments are processed by Stripe or another payment processor; we do not see or store full card numbers.

This section applies to AI receptionist plans, CRM and automation plans, hosting and care plans, and any other subscription Services.

Billing. Subscriptions are billed in advance, monthly or on the schedule stated in your Order, starting on the date stated in your Order.

Automatic renewal. Your subscription renews automatically at the end of each billing period, and your payment method is charged, until you cancel.

How to cancel. Email hello@elivexlabs.com (or use the cancellation option in your client portal, if provided) at least 7 days before your next billing date. Cancellation takes effect at the end of the current paid period. We will confirm your cancellation and end date in writing.

No partial refunds. We do not prorate or refund partial billing periods.

Setup fees. Setup and onboarding fees are one-time and non-refundable once onboarding begins.

Price changes. We will give at least 30 days' written notice before a price change takes effect. Continued use after the effective date is acceptance; you may cancel before then.

Effect of cancellation. At the end of the final paid period, associated services (phone numbers, AI agents, automations, hosted assets on our accounts) are deactivated. Offboarding help is available under Section 15.

Deposits are non-refundable once work begins, and completed or delivered work is non-refundable. If we materially fail to deliver work described in an Order and do not cure within 15 days of your written notice, we will refund amounts you paid for the undelivered portion. Amounts we paid to third parties on your behalf are never refundable.

Each design deliverable includes 2 rounds of revisions. A "round" is one consolidated list of requested changes to a delivered draft. Additional rounds, new features, or new scope are billed at $100/hour or handled by change order. For websites, we will fix defects — things that do not work as described in the Order — reported within 30 days of launch at no charge. New features, content changes, and third-party breakage after that window are billable or covered by a care plan.

Upon full payment for an engagement, we assign to you ownership of the final deliverables created specifically for you (the final website design, copy written for you, and brand assets specified in the Order). We retain ownership of our pre-existing and reusable materials — code libraries, templates, components, automations, workflows, prompts, agent configurations, knowledge-base structures, processes, and know-how ("Elivex Tools") — and grant you a non-exclusive, perpetual, royalty-free license to use Elivex Tools as embedded in your deliverables for your business. Draft and rejected concepts remain ours. Third-party and open-source components are governed by their own licenses. You retain ownership of everything you provide to us (your content, data, and trademarks).

Portfolio. We may display completed, public-facing work, along with your business name and logo, in our portfolio and marketing. Email us to opt out.

Deliverables typically depend on third-party platforms: hosting providers, domain registrars, telephony and SMS carriers, AI voice and chat platforms, CRMs, payment processors, and analytics tools. You agree that (a) your use of those platforms is governed by their terms and pricing; (b) their fees are your responsibility unless your Order says otherwise; (c) we do not control and are not liable for their outages, changes, price increases, or discontinuation; and (d) where accounts are held in your name, you will keep them in good standing, and where held in ours for your benefit, we may pass costs through to you. We may substitute comparable providers to maintain or improve service quality.

"AI Services" means AI receptionists, voice and chat agents, missed-call text-back, automated follow-up sequences, and similar automation.

(a) Nature of AI. AI Services generate responses automatically. Despite careful configuration and testing, outputs can be inaccurate, incomplete, or unexpected. AI Services are a customer-communication tool — not legal, medical, financial, or other professional advice, and not a substitute for human judgment. You are responsible for monitoring AI-handled interactions that matter to your business and for keeping the business information the AI relies on (pricing, availability, policies, service areas) accurate and current.

(b) AI disclosure. By default, we configure AI agents to identify themselves as a virtual or automated assistant. If you instruct us to remove or alter that disclosure, you do so at your own risk, and you are responsible for compliance with any laws requiring disclosure of automated or AI interactions in the places your customers are located.

(c) Call recording and transcription. Calls handled by AI Services may be recorded and/or transcribed in order to provide the service. You are responsible for providing any legally required notice to and obtaining any legally required consent from callers, including under all-party consent laws such as Florida's. We can enable a standard recording notice on your lines; if you ask us to disable it, that choice and its consequences are yours.

(d) Outbound calls and texts. For outbound calling and texting (including missed-call text-back and follow-up sequences), you are responsible for obtaining lawful consent from recipients under the TCPA and similar federal and state laws, honoring opt-outs (such as STOP replies), complying with do-not-call rules, and the content of your messages. We configure reasonable opt-out handling, but you are the sender of record for communications with your customers.

(e) No emergency use. AI Services cannot contact emergency services and must not be relied on for emergency or time-critical safety communications. You must maintain an alternative channel for emergencies.

(f) Your customer data. Interaction data (recordings, transcripts, contact details) is processed to provide and configure your service. You own your customer data; we use it only to provide Services to you, as described in Section 11.

(g) Changes. We may update underlying AI models, providers, and configurations to maintain or improve quality. We will give reasonable notice of changes that materially reduce functionality.

Each party will protect the other's non-public information and use it only to perform under this agreement. With respect to your customers' data, we act as your service provider: we use it only to provide the Services, we do not sell it, and we apply reasonable safeguards. Upon termination and your written request, we will delete or return your customer data in our possession within 30 days, except copies in routine backups or that we must retain by law. You are responsible for your own privacy policy and for having a lawful basis to collect your customers' data and share it with us and the platforms used to serve you.

You warrant that everything you provide (text, images, data, phone numbers, and claims about your business) is accurate, lawfully yours to use, and does not infringe anyone's rights. You will defend and indemnify Elivex against third-party claims arising from: your content; your products, services, and business operations; your use of deliverables or AI Services in violation of law or these Terms (including recording-consent, telemarketing/TCPA, and advertising claims); or modifications made by anyone other than us.

Except as expressly stated in an Order, the Services and deliverables are provided "as is." We do not warrant uninterrupted or error-free operation, and we do not guarantee business outcomes — including search rankings, website traffic, lead volume, bookings, AI response accuracy, or revenue. All implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, are disclaimed to the fullest extent permitted by law. Timelines and performance estimates are good-faith projections, not guarantees.

Neither party is liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility. Our total liability for all claims arising out of or relating to the Services is capped at the amounts you paid us for the Services giving rise to the claim in the 6 months before the event. These limits do not apply to your payment obligations, your indemnification obligations under Section 12, or either party's willful misconduct, and they apply to the fullest extent permitted by law.

Project engagements run until completion. Subscriptions continue until canceled under Section 5. Either party may terminate (a) a subscription per Section 5; (b) a project for convenience on 14 days' written notice, in which case you pay for work performed and non-cancelable commitments through the effective date; or (c) this agreement for material breach not cured within 10 days of written notice. We may suspend Services for non-payment or misuse after notice. Upon full payment, we will deliver completed work and provide reasonable offboarding assistance (exports, account transfers) at our hourly rate.

We are an independent contractor, not your employee, partner, or agent. We may serve other clients, including clients in your industry, provided we never use your confidential information for them.

Neither party is liable for delay or failure caused by events beyond its reasonable control — including outages of third-party platforms, carriers, or networks, disasters, and government action — except for payment obligations.

Florida law governs this agreement, without regard to conflict-of-laws rules. Before filing any action, the parties will attempt in good faith to resolve the dispute within 30 days of written notice. Exclusive venue is the state or federal courts located in Polk County, Florida, and each party consents to jurisdiction there; either party may bring qualifying claims in small claims court in any court of competent jurisdiction. The prevailing party in any action recovers its reasonable attorneys' fees and costs.

This agreement (with its Orders) is the entire agreement between us and supersedes prior discussions. Amendments must be in writing (email is sufficient). For ongoing subscriptions, we may update these Terms with 30 days' notice, and continued use after the effective date is acceptance; otherwise, the version you accepted governs your engagement. Neither party may assign this agreement without the other's consent, except we may assign it in connection with a sale of our business. If any term is unenforceable, the rest remains in effect. Notices are valid by email — to us at hello@elivexlabs.com, and to you at the email on your Order. Failure to enforce a term is not a waiver of it.

Direction matters here. Section 10(d) governs messages you send to your customers through services we build for you, where you are the sender of record. This Section 20 is the opposite direction: it governs the text alerts we send to you under the Elivex Labs SMS Alerts program, where Elivex Labs is the sender.

What the program is. If you use our workflow automation service, you may choose to receive automated text alerts telling you when an item in your own inbox needs a response and has passed the response window you configured. These are account notifications only. We do not send marketing or promotional messages to a number enrolled in this program.

You opt in yourself. Enrollment happens only when you submit your own mobile number and check the consent box at elivexlabs.com/sms-consent. We never enroll a number on your behalf, and we do not enroll numbers you give us for other purposes. We keep a record of each opt-in, including the exact wording shown to you at the time.

Frequency and cost. Message frequency varies with your account activity; most accounts receive fewer than 5 messages per week. Message and data rates may apply depending on your mobile plan. Carriers are not liable for delayed or undelivered messages.

Stopping and getting help. Reply STOP to any message to cancel at any time, or HELP for help. You can also email support@elivexlabs.com. Opting out ends the alerts and does not otherwise affect your services or this agreement.

Consent is not a condition of purchase. Enrolling in SMS Alerts is never required to buy, receive, or continue any product or service from us. How we handle the mobile number and consent record is described in our Privacy Policy, including that we do not share them with third parties or affiliates for marketing purposes.