Terms of Service
Last Updated: October 27, 2025
Effective Date: Upon the earlier of (a) the date you click to accept or agree to these Terms, or (b) the date you first access or use the Services.
These Terms of Service (these "Terms") are a binding agreement between Elite Chiropractic and Sports Medicine ("Provider," "Elite Chiropractic and Sports Medicine," "we," "us," or "our") and the customer entity or individual agreeing to these Terms ("Customer," "you," or "your"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.
If you and Elite Chiropractic and Sports Medicine have executed a separate Master Service Agreement or order form for the Services (an "MSA"), then the MSA controls for the expressly negotiated commercial terms in the event of conflict with these Terms. Otherwise, these Terms govern your access to and use of the Services.
1. Scope of Services
1.1 Services Provided
Provider delivers virtual receptionist and related customer communications across phone, text messaging (SMS/MMS), email, and website chatbots (the "Channels"), utilizing AI-driven systems ("AI Assistants"). Services include inbound handling and, if requested, outbound messaging or calling.
1.2 Additional Services
Customer may request additional roles, projects, or expansions of Services under these Terms. All such additions shall be subject to the terms and conditions herein unless otherwise agreed upon in writing by the Parties.
1.3 No Separate Statement of Work
No separate Statement of Work is required. Instead, all Services, including future roles or projects, shall be governed by and incorporated into these Terms upon mutual written confirmation (including email) of the scope and fees for the additional Services.
1.4 Self-Serve Accounts; Click-Wrap
For accounts created via the dashboard, Customer agrees that the plan-level fees, usage rates, and any displayed taxes at checkout (and in the in-product billing page) constitute the "order" for purposes of these Terms. By clicking "Create Account," "Subscribe," or similar, Customer accepts the order and authorizes recurring charges to the payment method on file until canceled under Section 7.2.
2. Fees and Payment
2.1 Plans and Fees
Pricing depends on whether Customer uses white-glove setup or self-serve via the dashboard. Subscription plans (including Solo and Team) are described on our website, and we offer an Enterprise tier with custom pricing. Custom setup fees may apply.
2.2 Usage Billing (Enterprise; Month-to-Month)
For Enterprise, usage is billed at the per-minute rate specified in Customer's ordering document or enterprise order (billed from pickup to hangup, prorated to the second), and charged in arrears monthly to the payment method on file. This plan is cancellable at any time; Provider will bill for usage incurred up to the effective date of cancellation.
2.3 Billing and Payment Terms
Monthly Invoicing: All monthly fees are billed in arrears for the prior month and invoiced at the end of each calendar month. Automatic Payment: Provider may automatically charge the payment method on file for Customer. Payment is due immediately upon receipt of invoice. Customer agrees to maintain a valid and current payment method on file.
2.4 Late Payments
If any undisputed payment is not received when due, Provider may suspend Services until payment is made current.
2.5 Card Authorization; Retries; Chargebacks
Customer authorizes Provider and its payment processor to store Customer's payment method and to automatically charge all fees, usage, taxes, and any amounts owed under these Terms. If a charge is declined, Provider may re-attempt charges and assess the outstanding balance. Customer is responsible for chargebacks and related processor fees unless caused solely by Provider's error.
2.6 Setup Fees; Refunds
Unless expressly stated otherwise in an order, setup fees are for initial provisioning and are non-refundable once provisioning begins. Usage fees already incurred are non-refundable. Promotional credits (if any) have no cash value and expire as stated.
2.7 Taxes
All fees are exclusive of any taxes, levies, or duties imposed by taxing authorities. Customer shall be responsible for payment of all such taxes except those based on Provider's income.
2.8 No Performance Guarantee
Customer acknowledges that Provider does not guarantee lead warmth, response rates, appointment volumes, conversion, or revenue. Fees are due for Services rendered regardless of outcomes.
2.9 Fair Use; Abuse
Provider may implement per-account rate limits, concurrent-session limits, and traffic-quality controls to preserve platform stability and compliance. Provider may suspend or throttle activity that (a) materially degrades the Services; (b) triggers abnormal analytics labeling/blocking; or (c) creates undue security or regulatory risk.
2.10 Messaging and Email Limits; Quotas
Provider may impose default and account-specific sending limits and quotas and may adjust such limits at any time to protect deliverability, capacity, and compliance. Provider may require template pre-approval, warm-up plans, or use of dedicated numbers, domains, or IPs. Unused quota does not carry over unless expressly stated.
3. Provider Responsibilities
3.1 Implementation, Integration, and Creation
Provider (Elite Chiropractic and Sports Medicine) shall handle implementation, integration, and creation of the AI Assistants in a white-glove manner for applicable tiers, ensuring seamless integration with Customer's systems where possible.
3.2 Support
Provider shall provide reasonable support to address any technical issues that arise.
4. Customer Responsibilities
4.1 Accurate Information and Instruction
Customer shall provide Provider with accurate and up-to-date instructions, call scripts, contact information, and any other necessary data to allow Provider to effectively perform the Services.
4.2 Compliance with Laws
Customer shall ensure that any instructions, scripts, or customer contact lists provided comply with all applicable laws and regulations, including but not limited to the Telephone Consumer Protection Act (TCPA), other telemarketing laws, consumer protection, and privacy regulations.
4.3 Consent Where Required
Where consent is required by law for the contemplated call type or destination, Customer will obtain and maintain legally sufficient consent (including prior express written consent where required for artificial/prerecorded-voice telemarketing to residential or wireless/charged-party numbers) before initiating any campaign.
4.4 Lead Source and Documentation
Customer represents and warrants that each telephone number or contact furnished to Provider has the requisite level of consent required by applicable law for the type of call or message to be made. Customer shall maintain detailed consent records for each contact and shall provide such records to Provider within forty-eight (48) hours of request.
4.5 Telemarketing, Messaging, Email, and Acceptable Use
Customer is responsible for compliance with all telemarketing, SMS/MMS, email, and web chatbot regulations, including but not limited to TCPA, CAN-SPAM, CASL, A2P 10DLC registration, do-not-call list maintenance, opt-out processing, caller identification disclosures, and applicable state-specific rules. Customer shall not use the Services for prohibited destinations or SHAFT content.
4.6 No Duty to Verify
Provider has no obligation to audit, verify, or confirm the source of any lead or the existence or scope of consent. Provider may rely on Customer's representations and warranties in Section 4. Customer remains solely responsible for compliance.
4.7 Call Recording and Disclosures
If Customer enables call recording or transcription, Customer is responsible for providing and documenting legally sufficient notices and consents to callers under applicable one-party/multi-party consent laws.
4.8 AI Voice Treatment
The Parties acknowledge that AI-generated voice is treated as an "artificial/prerecorded voice" for telemarketing rules; all artificial/prerecorded-voice rules apply.
4.9 A2P Registration and Cooperation
Customer will provide timely and accurate information required for A2P 10DLC, toll-free verification, short code leasing, or similar programs. Customer authorizes Provider to submit and manage registrations on Customer's behalf. Customer is responsible for delays or rejections caused by inaccurate or incomplete information.
5. Confidentiality & Data Protection
5.1 Definition
"Confidential Information" means any non-public or proprietary information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is marked as confidential or that a reasonable person would consider confidential by its nature.
5.2 Obligations
The Receiving Party shall protect the Disclosing Party's Confidential Information using reasonable care, not disclose it to any third party without the Disclosing Party's prior written consent, and use it only as necessary to perform obligations or exercise rights under these Terms.
5.3 Data Ownership and License
As between the Parties, Customer owns all data, recordings, transcripts, contact information, and content supplied by or collected on behalf of Customer through the Services ("Customer Data"). Customer grants Provider a non-exclusive license to host, process, transmit, and display Customer Data solely to provide and improve the Services.
5.4 Data Processing; DPA
Provider acts as a "service provider"/"processor" for Customer Data under applicable privacy laws. The Parties incorporate by reference Provider's Data Processing Addendum (DPA) linked in the website footer; in the event of conflict, these Terms control for commercial terms and the DPA controls for data protection terms.
5.5 No PHI Without Business Associate Agreement (BAA)
The Services are not designed to process Protected Health Information ("PHI") under HIPAA absent a separately executed Business Associate Agreement. Customer shall not submit PHI unless and until the Parties execute a BAA.
5.6 Security; Incident Notice
Provider implements commercially reasonable administrative, technical, and physical safeguards appropriate to the nature of Customer Data. Provider will notify Customer without undue delay upon confirming an unauthorized access to Customer Data in Provider's systems. While Provider uses commercially reasonable safeguards, no method of transmission or storage is 100% secure.
6. Intellectual Property
6.1 Ownership
All intellectual property rights in and to the AI Assistants, including but not limited to code, methodologies, and systems, are and shall remain the sole property of Provider.
6.2 License to Use
Provider grants Customer a limited, non-exclusive, non-transferable license to use the AI Assistants solely for its internal business purposes during the term of these Terms.
7. Term and Termination
7.1 Term
These Terms begin on the Effective Date and continue until terminated by either Party in accordance with Section 7.2 or 7.3. There is no annual commitment unless specified in an order.
7.2 Termination for Convenience
Either Party may terminate at any time upon written notice to the other Party, without penalty. Termination is effective upon receipt of such notice, and Provider will bill only for fees/usage incurred up to the effective date of termination.
7.3 Termination for Cause
Either Party may terminate immediately upon written notice if the other Party: (a) materially breaches these Terms and fails to cure such breach within ten (10) days of receiving written notice; or (b) becomes insolvent or files for bankruptcy.
7.4 Effect of Termination
Upon termination, Customer shall pay all outstanding fees for Services rendered up to the date of termination. Provider shall cease providing the Services, and Customer's license to use the AI Assistants shall immediately terminate.
7.5 Immediate Suspension for Compliance Risk
Notwithstanding Section 7.2, Provider may immediately suspend some or all Services upon notice to Customer if Provider reasonably suspects non-compliance with Section 4 or receives credible complaints, carrier flags, or regulatory inquiries. Suspension does not waive or reduce Customer's payment obligations for Services already rendered.
8. Warranties and Disclaimers
8.1 Provider Warranties
Provider warrants that it will provide the Services in a professional and workmanlike manner and in compliance with laws applicable to Provider's operation of the platform and network. The Services do not support access to emergency services (e.g., 911/999/112/988). Customer must maintain alternative means for emergency communications.
8.2 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
8.3 Third-Party Services
The Services depend on subprocessors, third-party networks, carriers, analytics, and integrations. Provider is not responsible for unavailability, blocking, labeling, or performance issues attributable to third parties.
8.4 No Legal Advice; UPL
The Services and AI Assistants are operational tools for intake/scheduling and do not provide legal advice. Provider and the Services do not form an attorney-client relationship with any caller, and will not engage in the practice of law.
8.5 API/Fair-Use, Throttling, and Deprecations
Provider may throttle, rate-limit, or suspend usage to protect platform stability or for security. Provider may deprecate features or endpoints with reasonable notice and a migration path.
8.6 Beta/Experimental Features
Certain features may be identified as alpha, beta, preview, or otherwise not generally available ("Beta Features"). Beta Features are provided as is, may be modified or discontinued at any time, are excluded from any SLAs, and may be subject to additional terms presented in-product.
8.7 AI Limitations
The AI Assistants may generate errors or misunderstand user input; Customer must review outputs and maintain human oversight for regulated workflows.
8.8 Deliverability and Filtering
Messaging and email deliverability depend on third parties. Provider does not guarantee inbox placement, carrier acceptance, or removal of spam labels or blocks. Filtering, throttling, or blocking by carriers, inbox providers, analytics vendors, or spam filters is not a breach by Provider.
9. Limitation of Provider Liability
9.1 No Control Over Lead Source or Consent Verification
If Provider makes outbound calls on Customer's behalf, it will do so solely based on Customer-provided data and instructions, without control or verification of the lead source or consent documentation.
9.2 Customer Accountability for Compliance
Customer is solely responsible for ensuring compliance with all applicable telemarketing laws and for obtaining the necessary consents from all call recipients.
9.3 Limitation of Liability for Non-Compliance
Provider shall not be liable for any claims, penalties, damages, or losses resulting from Customer's failure to obtain proper consent or adhere to legal requirements for outbound calls.
9.4 Liability Cap
EXCEPT FOR (A) CUSTOMER'S INDEMNIFICATION OBLIGATIONS, (B) EITHER PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR (C) CUSTOMER'S FEES DUE, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
9.5 Excluded Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, OR ANY LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10. Indemnification
10.1 Indemnity and Hold Harmless
Customer shall indemnify, defend, and hold harmless Provider, its affiliates, subsidiaries, officers, directors, employees, agents, partners, and representatives from and against any and all claims, demands, actions, lawsuits, liabilities, damages, losses, costs, and expenses arising out of or related to: (a) use or misuse of the Services; (b) breach by Customer of its representations, warranties, covenants, or obligations; (c) violations of applicable laws; (d) content, data, or materials provided by Customer; or (e) negligence or misconduct by Customer or its representatives.
10.2 Defense of Claims
Upon receiving notice of any Claim for which indemnity is sought, Provider shall promptly notify Customer in writing. Customer shall assume the exclusive right to defend and settle such Claim, provided that Provider may participate in the defense at its own expense and Customer shall not settle any Claim without Provider's prior written consent.
10.3 No Admission of Liability
The indemnification obligations in this Section 10 shall not be construed as an admission of liability by Customer or Provider for any Claims.
10.4 Survival of Indemnification
The indemnification obligations of Customer shall survive termination or expiration of these Terms.
10.5 Limitations on Indemnification
Notwithstanding anything to the contrary, Customer shall not indemnify the Protected Parties for any Claims arising solely from the gross negligence or willful misconduct of the Protected Parties.
11. Governing Law and Dispute Resolution
11.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.
11.2 Venue and Jurisdiction
Any dispute arising out of or in connection with these Terms shall be brought exclusively in the state or federal courts located in Los Angeles County, California. Each Party hereby consents to the exclusive jurisdiction and venue of such courts.
11.3 Waiver of Jury Trial
EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.
12. Miscellaneous
12.1 Notices
Any notices required or permitted under these Terms shall be in writing and delivered by email, overnight courier, or registered mail to the addresses provided by the Parties (or to [email protected] for Provider) or as otherwise updated in writing.
12.2 Force Majeure
Neither Party shall be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, labor disputes, or government actions.
12.3 Relationship of the Parties
The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, or employment relationship between the Parties.
12.4 Assignment
Customer may not assign or transfer these Terms without Provider's prior written consent. Provider may assign these Terms in the event of a merger, acquisition, or sale of all or substantially all its assets.
12.5 Entire Agreement
These Terms constitute the entire agreement between the Parties regarding their subject matter and supersede all prior or contemporaneous agreements, communications, and understandings, except that any executed MSA or order form shall supplement these Terms as described above.
12.6 Amendments and Waivers
Any amendment or waiver must be in writing and signed by both Parties.
12.7 Severability
If any provision of these Terms is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
12.8 Order of Precedence; Website Terms Updates
Provider may update the Website Terms from time to time. Effective upon thirty (30) days after Provider provides written notice of the Updated Terms to Customer, the Updated Terms are incorporated by reference. Updates will not apply retroactively to disputes already filed.
12.9 Incorporation by Reference; Policies
Customer's use of the Services is also subject to: (a) the Data Processing Addendum (DPA) linked in the website footer; (b) Provider's Privacy Policy; (c) Provider's Cookie Policy; and (d) Provider's Subprocessor List.
12.10 High-Risk Use
The Services are not designed for life-support, emergency, or other high-risk uses where failure could lead to death or severe injury.
13. Acceptance
By creating an account, clicking "I Agree," or using the Services, Customer agrees to be bound by these Terms and the incorporated policies referenced above.