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Terms of Service

Updated: 02 June 2026

These Terms of Service ("Terms") govern your access to and use of the software products, services, and related offerings (collectively, the "Services") provided by AI Project Partners Inc. ("Company," "we," "us," or "our"). By purchasing a license, accessing our hosted platform, or using any of our Services, you ("Client," "you," or "your") agree to be bound by these Terms. Please read them carefully before proceeding.

1. Definitions

  • "Software" refers to any AI Project Partners product, including but not limited to APMA, AIx-Call, AIx-BI, AIx-Data, AIx Email Marketing, and AIx Proposal.
  • "Perpetual License" means a non-exclusive, non-transferable right to use the Software for the supported and operational lifetime of the product, subject to the terms herein.
  • "Hosting Services" refers to the managed cloud infrastructure provided by AI Project Partners to run the Software on your behalf.
  • "Setup & Implementation" refers to the one-time professional services required to configure and deploy the Software for your organization.
  • "Maintenance" refers to ongoing updates, security patches, and technical support provided under an annual maintenance agreement.
  • "User" refers to any individual authorized by the Client to access and use the Software.

2. Perpetual Licensing Model

2.1 License Grant

Upon payment of the applicable one-time license fee, AI Project Partners grants you a non-exclusive, non-transferable license to use the Software for its supported and operational lifetime. This license is not subject to annual renewal fees for the right to use the Software itself.

2.2 What "Perpetual" Means

Unlike traditional SaaS subscriptions where access ends when you stop paying, a Perpetual License means you own the right to use the Software for as long as the product remains active and supported, without paying annual renewal fees for that right. This license covers the Software only; Hosting Services, Maintenance, and third-party usage fees (such as Twilio, AI/LLM API costs, etc.) are separate, ongoing obligations.

2.3 License Tiers

Licenses are tiered based on the number of authorized Users in your organization:

  • SMB: 1–50 Users
  • Growth: 51–150 Users
  • Mid-Market: 150+ Users; pricing is customized based on organizational requirements. Contact us for a tailored quote.

If your organization exceeds the User count for your current tier, you must upgrade to the appropriate tier. AI Project Partners reserves the right to audit User counts to ensure compliance.

2.4 License Restrictions

You may not:

  • Sublicense, resell, rent, lease, or distribute the Software to third parties
  • Reverse engineer, decompile, or disassemble the Software
  • Modify, create derivative works, or remove proprietary notices from the Software
  • Use the Software to provide services to third parties (service bureau use) without a separate agreement
  • Transfer or assign the license to another entity without prior written consent

3. Hosting Services

3.1 Managed Hosting

AI Project Partners provides managed cloud hosting as a separate, ongoing service billed monthly. Hosting fees cover infrastructure, server maintenance, backups, security monitoring, and uptime management. Hosting is required for the Software to operate and is not included in the license fee.

3.2 Hosting Termination

Either party may terminate Hosting Services with 30 days' written notice. Upon termination of Hosting Services, your access to the hosted Software environment will cease. Your license remains active for the supported and operational lifetime of the product, but without hosting, the Software will not be operational unless you arrange alternative hosting (subject to Section 6).

4. Setup & Implementation

A one-time Setup & Implementation fee is mandatory before production access is granted. This covers configuration, data migration, integration setup, user provisioning, and initial training. Setup fees are non-refundable once work has commenced.

5. Maintenance & Support

5.1 Annual Maintenance

Annual Maintenance is mandatory and priced at 20% of the original license fee per year. The first year of Maintenance is included at no additional charge. Starting in Year 2, Maintenance fees are invoiced annually.

5.2 What Maintenance Covers

  • Software updates, bug fixes, and security patches
  • Access to new features and enhancements released during the maintenance period
  • Technical support per your tier's support level (email, priority, or dedicated)
  • Compatibility updates for supported third-party integrations

5.3 Lapsed Maintenance

If Maintenance lapses, your license remains active and you may continue using the last version of the Software available to you. Updates, patches, and support are paused until Maintenance is reinstated. Reinstatement requires payment of all missed Maintenance fees plus a reinstatement fee.

6. Business Continuity & Liability

6.1 Understanding Your License vs. Hosting

Your perpetual license and the Hosting Services AI Project Partners provides are two separate things:

  • Your Perpetual License is a paid-up use right that lasts for the supported and operational lifetime of the product. You pay once and are not subject to annual renewal fees for that right.
  • Hosting Services are a separate, ongoing service where AI Project Partners runs the Software on cloud infrastructure on your behalf. Hosting requires a monthly fee and is not part of your perpetual license.
  • The Software requires cloud hosting infrastructure to operate. Without hosting, whether provided by AI Project Partners or arranged independently, the Software cannot run.

6.2 Service Discontinuation

In the event that AI Project Partners ceases business operations, discontinues a product, or is unable to continue providing Hosting Services or Maintenance for any reason (including but not limited to dissolution, acquisition, or insolvency):

  • Your license concludes with the product. Because your license covers the Software for its supported and operational lifetime, discontinuation marks the natural end of that period. You will have had full use rights throughout the life of the product.
  • Hosting Services will end. AI Project Partners operates the cloud infrastructure that runs the Software on your behalf. If we are no longer able to maintain that infrastructure, the hosted environment will cease to operate. Hosting Services, Maintenance, updates, and support are tied to our operational continuity and will conclude at the point of discontinuation.
  • The Software requires hosting to function. The Software is a cloud-based application that requires server infrastructure to run. The standard license covers usage rights and does not include source code, deployment packages, or self-hosting capabilities.
  • 90-day notice and data export. AI Project Partners will make commercially reasonable efforts to provide at least 90 days' advance notice of any planned discontinuation. During this notice period, AI Project Partners will assist you with exporting your data (your business data, records, files, etc.) so that you can retain your information. Data export assistance covers your data only; it does not include the Software itself, source code, or deployment tools.
  • What this means in practical terms: If AI Project Partners discontinues the product, you retain all of your business data and will receive full export assistance. The hosted environment will no longer be available. Clients who require guaranteed operational continuity beyond the supported lifetime of the product are encouraged to contact us about custom continuity agreements, including source-code escrow options.

6.3 No Refund Upon Discontinuation

Because the license fee grants you use rights for the full supported and operational lifetime of the product, license fees are considered fully earned upon payment and are non-refundable, even in the event of Company discontinuation. Prepaid Hosting or Maintenance fees for periods after discontinuation will be refunded on a prorated basis.

6.4 Limitation of Liability

To the maximum extent permitted by law, AI Project Partners' total aggregate liability arising from or related to these Terms shall not exceed the amounts paid by you to AI Project Partners during the twelve (12) months preceding the claim. AI Project Partners shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption, regardless of the theory of liability.

7. Payment Terms

7.1 License Fees

License fees are due in full prior to Software deployment. All license fees are non-refundable once paid, as they represent a perpetual right that does not expire.

7.2 Recurring Fees

Hosting fees are billed monthly. Maintenance fees are billed annually starting in Year 2. Third-party usage fees (Twilio, AI/LLM API costs, etc.) are passed through at cost plus applicable margin and billed monthly.

7.3 No Refund Policy

All license fees and setup fees are non-refundable. Hosting and Maintenance are billed for services rendered and are non-refundable for periods already delivered. If you cancel Hosting Services, no refund is issued for the current billing period.

8. Data Ownership & Privacy

You retain full ownership of all data you input into the Software. AI Project Partners does not claim ownership of your data. We process your data solely to provide the Services and in accordance with our Privacy Policy.

9. Intellectual Property

AI Project Partners retains all intellectual property rights in the Software, including all modifications, enhancements, and derivative works. The perpetual license grants you usage rights only and does not transfer ownership of the Software or its underlying intellectual property.

10. Custom Integrations

Custom API integrations and Client Secret integrations are available as professional services at our standard rate of $225 per hour. Custom integration work is scoped and quoted separately. All custom integrations built by AI Project Partners remain the intellectual property of AI Project Partners unless a separate work-for-hire agreement is executed.

11. Warranties & Disclaimers

11.1 Limited Warranty

AI Project Partners warrants that the Software will substantially conform to its published documentation for a period of 90 days from initial deployment ("Warranty Period"). During the Warranty Period, AI Project Partners will correct material defects at no charge.

11.2 Disclaimer

Beyond the limited warranty stated above, the following disclaimer applies as required by applicable law:

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

12. Termination

Either party may terminate the Hosting Services and Maintenance agreement with 30 days' written notice. AI Project Partners may terminate your access immediately if you breach these Terms, including unauthorized use, exceeding license tier limits, or non-payment of Hosting or Maintenance fees beyond a 30-day cure period. Upon any termination, your license rights to the Software remain active for the product's supported and operational lifetime, but access to hosted environments, support, and updates ceases.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. Any disputes arising under these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

14. Changes to Terms

AI Project Partners reserves the right to modify these Terms at any time. Material changes will be communicated via email or through the Software platform. Continued use of the Services after the effective date of any changes constitutes acceptance of the updated Terms. Changes do not retroactively affect existing perpetual license rights already granted.

15. Contact

For questions about these Terms, please contact us.