Terms of Service

1. What the Services Are

VMP Agency provides AI and automation services and creative services for businesses. Depending on what you purchase, the Services may include: AI receptionist and automation (responding to inbound messages, answering from your knowledge base, booking appointments, routing to humans, triggering automations, follow-ups by SMS/email/voice, and on higher plans outbound calls to opted-in leads, built on GoHighLevel); the Insights Platform (reporting and action lists on your booking or business systems); custom builds (software, automations, integrations, dashboards, and AI workflows built to your specs); media production (photo and video); and social media management. Each setup is custom, and the features available to you depend on your plan and configuration.

2. Service Agreements Control Scope and Pricing

Your plan, pricing, usage limits, setup scope, channels, deliverables, and ownership terms are defined by your selected plan and documented in your Service Agreement, Order Form, proposal, SOW, invoice, and/or these Terms. Verbal discussions, sales calls, demos, or marketing materials do not modify scope unless confirmed in writing. If these Terms conflict with a signed Service Agreement, Order Form, or SOW, that signed document controls.

3. Service-Specific Terms

• (A) AI Receptionist and Automation. Unless your Service Agreement states otherwise: Voice AI plans include one phone number; Message AI plans include one messaging channel; AI Assistant plans include one phone number plus one messaging channel; Services are configured for one business and one primary location; inbound is included and outbound requires explicit inclusion. Outbound covers outbound calls and SMS triggered by your configured workflows; the system cannot autonomously initiate outbound webchat, social DMs, or email. Additional numbers, channels, locations, or functionality are not included unless purchased or approved in writing.
• (B) Insights Platform. Reporting and action lists built on your booking or business systems, accessed primarily read-only, writing back only notes or annotations your staff add where the source system allows it, with no payment-card numbers stored. It is a subscription billed under Section 12, including automatic renewal.
• (C) Custom Builds. Scope, deliverables, timeline, fees, and ownership are defined in your Service Agreement or SOW. Unless that document states otherwise: a build is delivered to the agreed specification and accepted when it meets that spec; later changes are paid change orders; maintenance, hosting, monitoring, and support are not included unless purchased; and a build may rely on third-party platforms, APIs, and AI models outside our control, so we do not guarantee it will operate unchanged indefinitely. Ownership of underlying systems and methods follows Section 9; you own your data and content.
• (D) Media Production. Each engagement is governed by your Service Agreement or SOW, which controls deliverables, licensing, ownership, revisions, and fees. Unless it states otherwise: deposits and booking fees are non-refundable and reserve your date; you are responsible for model, talent, and property releases and any permits for people and places in the work; we may retain raw and unused files and are not obligated to deliver them; final deliverables are licensed to you for the agreed use upon full payment, and full ownership or exclusivity transfers only if your Service Agreement expressly says so; and short-notice cancellations or reschedules may incur fees.
• (E) Social Media Management. We create, schedule, and manage content on your behalf using access you grant to your own accounts. You own your accounts and content. You are responsible for the accuracy of what you ask us to post and for each platform's rules, and you approve the workflow in your Service Agreement. We are not responsible for outages, algorithm or policy changes, account suspensions, or organic results.

4. Account Access and Security

Access is non-transferable and for your business use only. You are responsible for all activity under your account, must keep credentials secure, and should use safeguards like strong passwords and two-factor authentication. We may suspend or revoke access for misuse, non-payment, or violation.

5. Client Responsibilities

You are responsible for the accuracy and legality of your knowledge base, scripts, offers, content, and business info; how the Services are configured and used; monitoring AI behavior; ensuring humans review high-stakes situations; and complying with all laws that apply to your communications and content, including TCPA/FCC rules, CAN-SPAM, state privacy and consent laws, and platform rules. You confirm you have proper consent for the AI to contact your leads on the channels you enable, and any releases or permissions for content you provide or ask us to produce or publish.

6. Prohibited Uses

No spam, scams, or deceptive messages; no violating privacy, marketing, or consumer-protection laws; no collecting sensitive data without a lawful reason and notices; no harassment, threats, or discrimination; no IP infringement; no reverse engineering or misuse of our systems. We may immediately suspend for prohibited use.

7. AI Outputs and No Guarantees

Our AI uses third-party models and outputs are automatic; responses can be wrong, incomplete, off-tone, or inappropriate, and behavior can change over time. You must verify AI outputs before relying on them in high-stakes areas (medical, legal, financial, emergency, safety). The Services are provided "as is" and "as available." We do not guarantee perfect accuracy, uptime, deliverability, creative or organic results, or any conversion rate, revenue, follower growth, or business outcome.

8. Third-Party Platforms

The Services depend on third parties (GoHighLevel, AI providers, carriers, hosts, social platforms). We are not responsible for their outages, policy changes, deliverability or filtering decisions, or pricing changes. Your use of those platforms is governed by their terms.

9. Data Ownership and Intellectual Property

• (A) Your data. You own your business data, CRM records, content, and knowledge base, and grant us a limited right to use it only to provide the Services. Client-owned data does not include system logic, workflows, automations, prompts, training materials, configurations, or implementation methods.
• (B) Our systems. We own all underlying systems, templates, workflows, prompt structures, automations, code patterns, and configurations we create, even when customized for you. You receive a limited, non-exclusive, non-transferable license to use your configured setup while your account is active and in good standing, with no right to export, copy, recreate, resell, sublicense, or transfer any of it to another platform, provider, account, or team outside your organization.
• (C) Feedback. We may use feedback or suggestions without owing you compensation.
• (D) Reuse of methods. We retain the right to reuse generalized workflows, architecture, automation logic, prompt structures, configurations, and implementation methods, provided no client data, proprietary information, or identifiable business materials are disclosed or reused; this applies at a platform and methodology level only.
• (E) Portfolio and marketing use. Unless your Service Agreement states otherwise, we may identify you as a client and display finished, non-confidential work we created for you in our portfolio, case studies, and marketing. You may opt out, or require confidentiality, in writing, and we will honor it going forward.

10. Privacy

Your use is also governed by our Privacy Policy at vmpagency.com/privacy. A Data Processing Agreement is available on request for clients whose end-user data we handle.

11. Call Recording

We record sales, onboarding, training, and support calls for quality, training, documentation, and record-keeping. Some states require all parties to consent, so by scheduling or continuing on a recorded call you consent to being recorded. Tell us before the call begins if you do not wish to be recorded.

12. Payment, Usage Charges, and Plan Limits

Agreement at time of payment: submitting payment confirms you agree to these Terms and any applicable Service Agreement, even if it is countersigned later; payment is acceptance. You agree to pay the fees in your Service Agreement or invoice.

• (A) Base subscription may include a monthly or annual fee.
• (B) Setup fees are non-refundable once charged.
• (C) Usage-based charges and wallet billing: unless explicitly included, usage costs (SMS/MMS, call minutes, AI/model usage, email delivery and verification, messaging-platform usage, and other required third-party usage) are billed separately by actual consumption through a prepaid wallet; you fund it in advance, charges deduct as usage occurs, you can enable auto-recharge, and services may pause if the balance is insufficient. Current rates are at vmpagency.com/usage, may vary by channel/carrier/region/model/provider, and may change, applying only to usage after they are published.
• (D) Included or unlimited plans state what is included and any fair-use limits; consistently exceeding normal business use may require an upgrade or overage pricing.
• (E) Automatic renewal: subscription plans (AI receptionist and Insights Platform) renew automatically at the end of each period at the then-current rate and charge your payment method on file until you cancel; cancel via your Service Agreement or by emailing support@vmpagency.com before the next renewal; cancellation stops future renewals but does not refund the current period except as required by law.
• (F) Chargebacks: contact us first about any incorrect charge; filing a chargeback on fees you legitimately owe is a breach, and we may suspend the Services and recover the amount plus fees.
• (G) Non-payment: failed or past-due payments may pause or shut off the Services until resolved, and continued non-payment may result in termination.

13. Suspension and Termination

You may cancel per your Service Agreement. We may suspend or terminate for violations, non-payment, legal risk to us or our vendors, or when a platform requires it. After termination, access may be removed; data in systems like GoHighLevel follows that platform's rules and your settings; and we are not obligated to export, recreate, or hand over systems, configurations, or unused media files after termination except as your Service Agreement requires.

14. Indemnification

You agree to defend and indemnify VMP Agency from claims, damages, or legal fees arising from your content or knowledge base, your configuration choices, your communications to leads or customers, content or people that appear in media or social work you provide or approve, and your violation of law or third-party terms. This includes claims tied to spam, robocalls, privacy violations, missing releases or consents, or misleading messaging.

15. Limitation of Liability

To the maximum extent allowed by law, we are not liable for indirect, incidental, special, consequential, or punitive damages, including lost revenue, lost leads, business interruption, reputational harm, or AI mistakes. If we are found liable for any reason, our total liability is capped at the amount you paid us for the specific service that gave rise to the claim during the three months before the event, or, for one-time engagements, the total fees you paid for that engagement. Some states do not allow certain limits, so some parts may not apply to you.

16. Confidentiality

Each party may receive the other's confidential information (business plans, pricing, customer data, systems, configurations) and agrees to use it only to perform under these Terms, protect it with reasonable safeguards, and not disclose it except to service providers bound by similar obligations or as required by law. This does not apply to information that is public, independently developed, or rightfully obtained elsewhere. Client data is also governed by our Privacy Policy and any DPA.

17. Dispute Resolution and Governing Law

These Terms are governed by the laws of the State of Arizona. Both sides agree to try to resolve disputes informally first. If that fails, disputes will be handled in Maricopa County, Arizona through binding arbitration unless both sides agree otherwise. Because the Services are sold business-to-business, these arbitration terms are intended for business disputes; if we later offer consumer plans, we will update this section to meet applicable consumer-arbitration requirements.

18. Changes to These Terms

We may update these Terms as the Services evolve and will update the Effective Date; continued use means you accept the updates.

19. General Provisions

• (A) Entire agreement: these Terms plus your Service Agreement, Order Form, SOW, invoice, and Privacy Policy are the entire agreement and replace prior discussions; if they conflict with a signed Service Agreement, it controls.
• (B) Severability: an invalid part is limited or removed minimally and the rest stays in force.
• (C) Assignment: you may not assign without our written consent; we may assign to an affiliate or in a merger, acquisition, financing, or sale; the Terms bind permitted successors.
• (D) Survival: provisions that should continue (IP, data ownership, outstanding fees, confidentiality, indemnification, liability, dispute resolution, general provisions) survive termination.
• (E) Force majeure: we are not liable for delays or failures beyond our reasonable control.
• (F) Waiver: not enforcing a provision right away is not a waiver; waivers must be in writing.
• (G) Notices: we may notify you by email or in your platform; you may notify us at support@vmpagency.com; notices are received when sent or posted.

20. Contact

VMP Agency LLC, 4539 N 22nd St, #6998, Phoenix, AZ 85016. support@vmpagency.com.