Terms and Conditions

GoProAi Terms of Service

Last Updated: 03/13/2026
Effective Date: 03/13/2026

1. Parties & Acceptance

Welcome to the GoProAi Terms of Service agreement (the “Agreement”).

The terms “GoProAi,” “the Company,” “we,” “us,” and “our” refer to GoProAi. The terms “Partner,” “Client,” “you,” and “your” refer to the business entity entering into this Agreement.

By signing or otherwise accepting this Agreement, you represent that the signer is the business owner or an authorized representative able to bind your organization. These Terms also apply to any other persons in your organization who communicate with us or access our Services.

If you do not agree to these Terms in their entirety, you are not eligible for GoProAi Services.

GoProAi may update these Terms from time to time. Continued use of the Services after an update constitutes acceptance of the revised Terms.

2. Communications, Recording & Delivery Requirements

All phone calls and voicemails between GoProAi and Partner may be monitored and recorded for quality assurance, training, compliance, and operational purposes.

Text and email messages may be logged and monitored for quality assurance, training, compliance, and operational purposes.

Any correspondence sent by Partner through the post office must be sent “delivery receipt requested”. Partner is responsible for maintaining delivery receipts and fax delivery confirmations.

3. Privacy Policy & Data Protection

GoProAi respects the privacy of its Partners. Partner agrees to GoProAi’s Privacy Policy (the “Privacy Policy”), which is incorporated by reference.

Both parties agree to adhere to all applicable data protection and privacy laws and regulations, including, where applicable, the General Data Protection Regulation (GDPR), HIPAA, and confidentiality obligations applicable to Partner’s industry.

3.1 Personal Data & Confidentiality

Confidential Information (defined below) may include personal data. Both parties commit to ensuring that personal data is processed, stored, and transferred in a secure manner consistent with applicable law.

3.2 Data Breach Notification

In the event of a data breach or suspected data breach, the affected party shall notify the other party promptly and take commercially reasonable steps to mitigate impact.

3.3 Cooperation

Both parties shall cooperate in good faith to address data protection inquiries, complaints, or requests from individuals or data protection authorities relating to the Services.

4. Services Overview

GoProAi provides modular services (each, a “Service”; collectively, the “Services”). Services are provided only as specifically described in an applicable proposal, SOW, order form, invoice, or written scope confirmation (each, a “Statement of Work” or “SOW”).

Services may include, without limitation:

Conversational AI management (voice, SMS, chat)

AI intake, routing, lead qualification, scoring, and triage

Smart scheduling and follow-up systems

CRM customization and configuration (including sub-account builds)

Automation development and deployment (with or without AI)

Reporting dashboards and operational analytics

Strategy, consulting, and optimization support

Video creation for social platforms and professional use (Section 4.4)

4.1 No Guarantee of Results

Partner understands there is no guarantee of results, scalability, ROI, or revenue impact. Partner is responsible to launch, manage, and run its website and business backend effectively.

4.2 Support Calls & Guidance

GoProAi may provide partner support and reports as needed. Any guidance is general in nature. Partner is solely responsible for decisions and any outcomes. GoProAi is not liable for Partner’s business decisions, revenue changes, legal liability, or other impacts.

4.3 Conditional Money-Back Guarantee (If Offered)

If a conditional money-back guarantee is offered, it applies only if expressly included in the SOW and only if all stated conditions are met. Unless expressly stated in writing, no refunds will be provided.

4.4 Video Creation Services

If included in the SOW, GoProAi may create video assets for social platforms and/or professional use (e.g., short-form edits, UGC-style content, ad creative, reels, shorts, explainers).

Partner Materials: Partner is responsible for ensuring it has all rights/permissions for any logos, music, footage, photos, testimonials, and third-party content provided or requested.

Approvals: Partner must review and approve final deliverables prior to publication. Partner is responsible for compliance with advertising laws and platform policies.

Ownership: Upon payment in full, Partner owns the final exported video files delivered under the SOW. GoProAi retains ownership of its templates, project files, editing workflows, presets, scripts, prompts, and internal methodologies.

5. Permissions Granted in Connection with Services

To effectively render Services, Partner grants GoProAi the right to utilize content and information provided by Partner, including prior content, form submissions, social media content, copy, scripts, creative assets, and other materials (collectively, “Partner Materials”). Partner Materials are used exclusively for Partner’s benefit and will not be shared with other partners except as necessary to provide Services.

6. CRM Customization & Platform Control (Core Protection)

This Section is intended to clarify control, ownership, and transfer limitations for CRM-related Services.

6.1 GoProAi CRM Architecture

All CRM systems, sub-accounts, workflows, automations, integrations, AI agents, structured outputs, pipelines, dashboards, triggers, tags, custom fields, webhooks, orchestration logic, and related configurations (collectively, “CRM Assets”) are built using GoProAi’s proprietary infrastructure, methodologies, and private systems.

6.2 Limited Access; No Ownership Transfer

Unless expressly stated in writing in the applicable SOW:

Partner receives a limited, revocable, non-transferable right to access and use the CRM as configured by GoProAi only during the active Service term.

Partner does not receive root-level, developer-level, administrative ownership, or control of GoProAi’s CRM environment.

Partner may not copy, export, recreate, reverse engineer, sublicense, sell, assign, or otherwise exploit CRM Assets.

6.3 Automations Are Not Client-Editable

All automations—whether AI-driven or non-AI—including workflows, triggers, logic, prompt engineering, structured outputs, API orchestration, and integration flows:

Are proprietary to GoProAi;

Are not available for Partner editing or administrative control; and

Remain the exclusive intellectual property of GoProAi, even if developed with Partner collaboration or based on Partner requirements.

6.4 Partner Data

Partner retains ownership of its raw business data (e.g., contact records, lead information, notes, and documents uploaded by Partner, to the extent applicable). Upon written request and provided Partner is in good standing (no past-due balances), GoProAi may provide a reasonable export of Partner’s raw data in a commonly used format excluding proprietary automation logic, workflows, triggers, prompt structures, integration mappings, and other GoProAi Proprietary IP.

6.5 Effect of Termination

Upon termination or cancellation of CRM Services:

Partner’s access to the CRM and all CRM Assets is revoked;

All GoProAi-built automations, workflows, and AI configurations are disabled and/or removed from Partner access;

Partner may not continue using, replicating, or benefiting from the CRM system or automations created by GoProAi.

No system cloning, automation transfer, or administrative ownership transfer is provided unless expressly agreed in writing.

7. Development of Scripting, Copy, Dispositions, Suppositions

GoProAi may help develop prompt engineering, scripting, dispositions, and other content for Partner’s business. Partner is responsible to review all facts, representations, and any legal claims for accuracy and compliance.

Partner is required to review content and configurations at least once per week. Partner remains solely responsible for:

Legal compliance (local, state, federal)

Advertising claims and disclosures

Copyright/trademark compliance

Any outcomes arising from the use of such content

GoProAi may also assist with downstream workflows (tagging, segmentation, booking, follow-up actions, dashboards). These additional actions are fulfilled through GoProAi methodologies and proprietary builds. Partner is responsible for confirming accuracy in its use.

IN NO EVENT WILL GoProAi HAVE ANY LIABILITY for the use, distribution, or dissemination of content or for actions taken as a result of such content.

8. Third-Party Software, Messaging, and Content Licenses

Partner is solely responsible for the maintenance of all third-party licenses, accounts, and compliance requirements, including (without limitation) phone/SMS providers, email providers, CRMs, ad platforms, payment processors, and any required regulatory registrations.

If new or additional third-party licenses are required for GoProAi to provide Services, GoProAi will notify Partner in advance and may facilitate purchase where applicable.

GoProAi is not responsible for outages, suspensions, carrier filtering, platform policy enforcement, or changes imposed by third parties.

9. Partner Responsibilities and Tasks

Partner is responsible for its own:

Marketing, onboarding, customer service, implementation decisions, and operations

Proper deployment of its product/service offering and website upkeep

Maintaining consistent input, responsiveness, and approvals required for deliverables

GoProAi is responsible for providing the technical offerings and support described in the SOW, including reasonable efforts to maintain operational delivery.

10. Intellectual Property

10.1 Partner Proprietary Intellectual Property

Partner retains ownership of its pre-existing intellectual property (the “Partner IP”). GoProAi may access and use Partner IP only as necessary to perform Services.

10.2 GoProAi Proprietary Intellectual Property

Partner acknowledges GoProAi may utilize proprietary scripts, source code, custom utilities, software, methodologies, tools, processes, techniques, prompts, templates, and systems (collectively, “GoProAi IP”). GoProAi IP is the sole property of GoProAi and is confidential.

Except as expressly granted in writing, Partner receives no rights in GoProAi IP.

10.3 GoProAi Enhancements

Any additions, enhancements, improvements, or modifications to GoProAi IP conceived or reduced to practice by GoProAi (including during Partner’s engagement) are GoProAi property.

10.4 Non-Payment

GoProAi has the right to remove or disable campaigns, content, configurations, or access if amounts remain outstanding. Until payment in full, deliverables remain GoProAi property to the fullest extent permitted by law.

11. Confidentiality

Each party shall (i) hold the other’s Confidential Information in confidence using at least reasonable care, and (ii) use it only as contemplated by this Agreement.

“Confidential Information” means non-public information disclosed in any form relating to products, services, technology, processes, techniques, business plans, strategies, financial data, methodologies, backend processes, code, client lists, or requirements.

Confidentiality obligations do not apply to information that is publicly available without breach, independently developed, rightfully received from a third party, or required by law (with prompt notice where permitted).

Confidentiality obligations survive termination for two (2) years.

11.1 Marketing Reference

Unless Partner expressly prohibits in writing, GoProAi may use Partner’s name and non-confidential results in marketing materials.

12. GoProAi Domain & Brand Assets (Including legal.goproai)

Partner acknowledges and agrees that all GoProAi brand assets and domains are GoProAi property, including without limitation “legal.goproai” and any related subdomains, URLs, landing pages, or hosted assets.

If Partner is granted access to any GoProAi domain/subdomain or hosted page, such access is a limited license for use during the Service term. Upon termination, Partner must cease use immediately and GoProAi may disable or reassign access.

13. Revenue Share in Partnership (If Applicable)

If a revenue share partnership applies, the terms will be defined in an SOW and may reference an appendix (e.g., Appendix A).

Unless otherwise agreed in writing:

Net profits may be allocated with Partner entitled to 60% and GoProAi entitled to 40%.

Call volume, pricing, and scaling rules may be governed by Appendix A.

13.1 Monthly Volume Calculation and Adjustments

Volume is calculated at the end of each calendar month based on average daily volume.

Scaling adjustments may apply if Partner meets predetermined goals.

13.2 Invoicing Based on Volume

Invoices are issued monthly based on usage metrics and dashboard reporting.

13.3 Data Accuracy

Partner is responsible for accurate data inputs where Partner controls the data source.

13.4 Licensing & Activation Fees

Licensing fees and activation fees may vary depending on use case and will be listed in the SOW.

13.5 Conditional Money Back Guarantee (If Included)

If included in an SOW, the conditional guarantee requirements apply as set forth in the applicable Appendix or SOW.

14. Merchant & Payout Terms (If Applicable)

If the parties agree to a merchant/revenue share model:

The merchant and payout terms will be defined in writing.

Partner authorizes automatic billing where applicable.

GoProAi may modify pricing strategies with reasonable notice, unless an urgent change is required by third-party platform rules, carrier policies, or compliance needs.

Survival: Sections intended to survive termination (including IP, confidentiality, limitations, indemnities, payment obligations) will survive.

15. Non-Solicitation

During the term and for eighteen (18) months thereafter, Partner shall not solicit for employment or hire GoProAi employees or contractors involved with Partner’s account without GoProAi’s written consent.

16. Warranty and Warranty Disclaimers

GoProAi warrants Services will be performed consistent with generally applicable industry standards.

EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED AS IS AND GoProAi DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

GoProAi does not warrant that Services will be error-free or uninterrupted.

17. Limitation of Liability

IN NO EVENT SHALL GoProAi BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST REVENUE, PROFITS, SAVINGS, OR BUSINESS), EVEN IF ADVISED OF THE POSSIBILITY.

GoProAi’s total aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Partner to GoProAi in the prior twelve (12) months for the Services giving rise to the claim.

GoProAi does not control Partner’s networks, third-party carriers, or the Internet and is not liable for disruptions caused by third parties.

GoProAi disclaims liability related to content creation, use, and dissemination to the fullest extent permitted by law.

18. Indemnification

18.1 Intellectual Property Indemnity

Each party agrees to indemnify the other for third-party IP claims arising from the indemnifying party’s materials or services, subject to customary notice and control provisions.

18.2 Personal Injury and Property Damage

Each party indemnifies the other for third-party claims for bodily injury or property damage caused by its gross negligence or willful misconduct.

18.3 General Indemnity

Partner will indemnify GoProAi for claims arising from Partner’s business activities, Partner’s use of Services, Partner content, or Partner’s legal noncompliance.

19. Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control (excluding payment obligations).

20. Governing Law & Venue (Texas)

This Agreement shall be governed by the laws of the State of Texas, without regard to conflict of laws rules.

Exclusive venue for any dispute shall be the state or federal courts located in Collin County, Texas (or, if federal jurisdiction is required, the applicable federal court serving that venue), and the parties consent to personal jurisdiction therein.

21. Independent Contractor Relationship

The parties are independent contractors. No partnership, joint venture, agency, or employment relationship is created.

22. Notices

Notices must be in writing and are deemed delivered:

five (5) days after mailing by certified/registered mail, return receipt requested; or

when received if sent by recognized overnight courier (receipt requested); or

when confirmed delivered by email if email notices are expressly permitted in the SOW.

23. Assignment

Neither party may assign this Agreement without the other party’s written consent, except to an affiliate or successor in interest, or GoProAi’s assignment of the right to monies due.

24. Severability; Waiver; Counterparts

If any provision is unenforceable, it will be enforced to the maximum extent permitted and the remainder will remain in effect. No waiver is effective unless in writing. This Agreement may be executed in counterparts and electronically.

25. Termination Process

25.1 Notice Period

Partner must provide written notice of termination at least thirty (30) days prior to the intended termination date unless the SOW provides otherwise.

25.2 Termination Effective Date

Termination is effective on the date specified in the notice (or as otherwise agreed in writing). Upon termination, GoProAi will discontinue Services and revoke access as described in this Agreement.

26. Client Continuity Clause (If Applicable)

If Partner is an agency/reseller and terminates, clients currently using the Services may elect to continue directly with GoProAi, subject to separate terms.

27. Final Settlement and Billing

Within thirty (30) days following the termination effective date, GoProAi will issue a final invoice detailing any outstanding fees due for Services rendered up to termination.

Partner agrees to pay the final invoice according to the stated payment terms. GoProAi will provide a reasonable breakdown upon request.

28. Entire Agreement

This Agreement (together with any SOWs, appendices, and written amendments) constitutes the entire agreement and supersedes all prior discussions.

29. Signature

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Partner (Legal Name): __________________________
Authorized Signer: _____________________________
Title: ________________________________________
Date: ________________________________________

GoProAi (Legal Name): _________________________
Authorized Signer: _____________________________
Title: ________________________________________
Date: ________________________________________

Exhibit A — CRM Customization & Platform Control Addendum

This Exhibit A (the “CRM Addendum”) forms an integral part of the GoProAi Terms of Service.

By proceeding with any payment, invoice approval, subscription activation, or continued use of GoProAi Services, the Client expressly acknowledges and agrees to all terms contained in this Addendum without the need for a separate signature.

A1. No CRM Ownership Transfer

The CRM environment, sub-accounts, configurations, and related systems provided by GoProAi are delivered strictly as a service, not as a sale, assignment, or transfer of ownership.

Unless expressly stated in writing in an applicable Statement of Work (SOW), no ownership rights in the CRM platform or environment are transferred to the Client.

A2. GoProAi Control of Automations

All workflows, triggers, automations, integrations, logic trees, prompt engineering, structured outputs, APIs, webhooks, orchestration layers, AI agents, and related configurations—whether AI-driven or non-AI (collectively, “Automations”)—are:

Built on GoProAi’s proprietary and private systems;

Controlled exclusively by GoProAi; and

Not available for Client editing, export, duplication, or administrative control.

Automations remain the sole intellectual property of GoProAi, even if developed using Client input, requirements, or operational logic.

A3. Limited License During Active Term

The Client is granted a limited, revocable, non-transferable license to access and use the CRM system only during the active term of paid Services and solely for internal business purposes as contemplated by the applicable SOW.

This license automatically terminates upon cancellation, non-payment, or expiration of Services.

A4. Effect of Termination or Cancellation

Upon termination, cancellation, or expiration of CRM-related Services:

Client access to the CRM system and all GoProAi-built Automations is immediately revoked;

All Automations are disabled, removed, or rendered inaccessible to the Client;

The Client may not continue using, benefiting from, replicating, or reverse engineering any CRM functionality, Automations, or related configurations created by GoProAi.

No migration, cloning, automation transfer, or administrative handoff is provided unless expressly agreed in writing.

A5. Client Data Export (Limited Scope)

The Client retains ownership of its raw business data (e.g., contact records, notes, uploaded documents) to the extent permitted by law.

Upon written request and provided the Client account is in good financial standing, GoProAi may provide a reasonable export of such raw data in a commonly used format. This export expressly excludes:

Automations and workflow logic

AI prompts and structured outputs

Integration mappings

Templates, scripts, triggers, and orchestration logic

Any GoProAi Proprietary Intellectual Property

A6. GoProAi Domains and Hosted Assets

All GoProAi domains, subdomains, and hosted assets—including legal.goproai—are the exclusive property of GoProAi.

Any access granted to the Client is revocable, non-transferable, and limited to the active Service term. Upon termination, the Client must immediately cease all use of such domains and hosted assets.

A7. Acceptance by Payment and Use

Acceptance of an invoice, submission of payment, activation of a subscription, or continued use of any GoProAi Service constitutes full acceptance of this CRM Addendum and all related Terms of Service.

The Client acknowledges that these provisions are material to GoProAi’s willingness to provide CRM customization, automation, and AI-driven services.