Terms of Service

1. Definitions

For the purposes of these Terms of Service, the following definitions apply:

• "Agreement" refers to these Terms of Service, together with any applicable Service Agreement, Statement of Work, or other written agreement between you and SetupBots.
• "Services" means any and all services provided by SetupBots, including but not limited to: AI automation consulting, implementation, and management; website development and optimization; SEO and content services; AI-powered tools, audits, and analyses; chatbot development; workflow automation; and any related deliverables, whether provided through our website, software, APIs, or direct engagement.
• "Platform" refers to the SetupBots website (setupbots.com), all associated subdomains, applications, tools, APIs, and any other digital properties operated by SetupBots.
• "Content" means any text, images, audio, video, data, code, software, analyses, reports, recommendations, or other materials created, generated, or provided through the Services.
• "AI Technology" refers to any artificial intelligence, machine learning, large language models, generative AI, automated decision-making systems, or similar technologies utilized in the provision of Services.
• "User," "you," or "your" refers to any individual or entity accessing or using the Platform or Services.
• "SetupBots," "we," "us," or "our" refers to SetupBots and its affiliates, subsidiaries, officers, directors, employees, agents, and contractors.
• "Confidential Information" includes any non-public information disclosed by either party, including but not limited to business strategies, financial information, technical data, customer lists, and proprietary methodologies.
• "Deliverables" means any work product, output, or materials created or developed by SetupBots for you as part of the Services.

2. Acceptance of Terms

2.1 Binding Agreement. By accessing, browsing, or using our Platform or Services in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree to these terms, you must immediately discontinue use of the Platform and Services.

2.2 Modifications. We reserve the right to modify, amend, or update these Terms at any time in our sole discretion. Changes become effective immediately upon posting to the Platform. Your continued use of the Services after any modifications constitutes acceptance of the updated Terms. We encourage you to review these Terms periodically.

2.3 Additional Terms. Certain Services may be subject to additional terms, conditions, or agreements. In the event of a conflict between these Terms and any additional terms, the additional terms shall prevail with respect to those specific Services.

2.4 Electronic Communications. By using our Services, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

3. Services Description

3.1 Nature of Services. SetupBots provides AI automation consulting and implementation services designed to help businesses optimize their operations through technology. Our Services are advisory and technical in nature and are not intended to constitute legal, financial, medical, or other professional advice.

3.2 No Guaranteed Outcomes. While we strive to deliver high-quality Services, we make no guarantees regarding specific business outcomes, including but not limited to: increased revenue, traffic, leads, conversions, rankings, or any other performance metrics. Results depend on numerous factors outside our control, including market conditions, your implementation of recommendations, and third-party platform changes.

3.3 Third-Party Dependencies. Our Services may rely on or integrate with third-party platforms, APIs, software, or services (including but not limited to Google, Meta, OpenAI, and other providers). We are not responsible for changes, outages, or discontinuation of third-party services, and such events do not constitute a breach of our obligations.

3.4 Service Availability. We do not guarantee uninterrupted access to the Platform or Services. We may modify, suspend, or discontinue any aspect of the Services at any time without prior notice or liability.

4. AI Technology Disclosure

4.1 AI-Generated Content. Our Services may produce content, analyses, recommendations, code, or other outputs generated in whole or in part by AI Technology. AI-generated content:

• May contain errors, inaccuracies, or omissions
• Should be reviewed and verified before implementation or reliance
• Does not constitute professional advice (legal, financial, medical, or otherwise)
• May reflect biases present in training data
• Is provided "as is" without warranties of accuracy or fitness for purpose

4.2 AI Audit Tool. Our AI-powered website audit tool uses automated analysis to evaluate websites and provide recommendations. These analyses are automated estimates and should not be solely relied upon for business decisions. Actual results may vary significantly from AI-generated projections.

4.3 Data Processing by AI. Data you provide may be processed by AI systems, including third-party AI providers, to deliver Services. By using our Services, you consent to such processing. See our Privacy Policy for details on data handling.

4.4 No AI Liability. SetupBots shall not be liable for any errors, omissions, inaccuracies, or unintended outputs produced by AI Technology, nor for any decisions made or actions taken based on AI-generated content.

4.5 Human Oversight. While we employ AI Technology to enhance our Services, human professionals oversee and review significant deliverables. However, we do not guarantee human review of all AI-generated outputs, particularly for automated tools and real-time features.

5. Eligibility

5.1 Age Requirement. You must be at least 18 years of age to use our Services. By using our Services, you represent and warrant that you meet this age requirement.

5.2 Authority. If you are using the Services on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms.

5.3 Geographic Restrictions. Our Services are intended for use by businesses operating in jurisdictions where such services are lawful. You are responsible for compliance with local laws regarding the use of our Services.

6. User Accounts

6.1 Account Security. If you create an account, you are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized access or use.

6.2 Accurate Information. You agree to provide accurate, current, and complete information during registration and to update such information as necessary to keep it accurate and complete.

6.3 Account Termination. We reserve the right to suspend or terminate your account at any time, for any reason, including violation of these Terms, without prior notice or liability.

7. Payment Terms

7.1 Fees. Fees for Services are as specified in your Service Agreement, Statement of Work, invoice, or as displayed on the Platform. All fees are quoted in U.S. dollars unless otherwise specified.

7.2 Payment Schedule. Unless otherwise agreed in writing, invoices are due upon receipt. For recurring services, payment is due at the beginning of each billing period.

7.3 Late Payments. Late payments may incur interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower). We reserve the right to suspend or terminate Services for accounts with outstanding balances.

7.4 Taxes. All fees are exclusive of applicable taxes. You are responsible for all sales, use, VAT, and other taxes associated with your use of the Services (excluding taxes on our net income).

7.5 No Refunds. Except as expressly provided in a Service Agreement or required by applicable law, all fees are non-refundable. This includes fees for partially completed work, unused service periods, or dissatisfaction with results.

7.6 Chargebacks. In the event of a chargeback or payment dispute, we reserve the right to suspend Services, pursue collection through legal means, and recover associated costs including attorney's fees.

8. Intellectual Property

8.1 SetupBots IP. All intellectual property rights in the Platform, Services, and any underlying technology, methodologies, frameworks, templates, tools, and processes ("SetupBots IP") remain exclusively owned by SetupBots. Nothing in these Terms grants you any rights to SetupBots IP except as expressly stated.

8.2 Client Deliverables. Subject to full payment, you shall own the intellectual property rights in custom Deliverables specifically created for you, except for: (a) SetupBots IP incorporated therein, which remains our property; (b) any third-party materials subject to their own licenses; and (c) any AI-generated content to the extent such content is not copyrightable or is subject to third-party AI provider terms.

8.3 License to SetupBots IP. To the extent Deliverables incorporate SetupBots IP, we grant you a non-exclusive, non-transferable, royalty-free license to use such SetupBots IP solely as embedded in the Deliverables and solely for your internal business purposes.

8.4 Feedback. Any feedback, suggestions, or ideas you provide regarding our Services becomes our property, and we may use such feedback without obligation or compensation to you.

8.5 Portfolio Rights. Unless otherwise agreed in writing, we retain the right to reference our work for you in our portfolio, marketing materials, and case studies, using generic descriptions that do not disclose Confidential Information.

9. User Content & Data

9.1 Your Content. You retain ownership of content you provide to us. By providing content, you grant us a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit such content as necessary to provide the Services.

9.2 Responsibility. You are solely responsible for the accuracy, quality, integrity, legality, and intellectual property ownership of content you provide. You represent that you have all necessary rights to provide such content.

9.3 Data Processing. Our collection, use, and processing of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference.

9.4 Anonymized Data. We may use anonymized, aggregated data derived from your use of the Services for research, analytics, product improvement, and other business purposes without restriction.

10. Prohibited Uses

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable laws or regulations
• Infringe upon the intellectual property rights of SetupBots or any third party
• Transmit malware, viruses, or any code of a destructive nature
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the integrity or performance of the Services
• Scrape, harvest, or collect data from the Platform without authorization
• Use the Services to compete with SetupBots or develop competing products
• Resell, sublicense, or redistribute the Services without prior written consent
• Misrepresent your identity or affiliation with any person or entity
• Use the Services to generate spam, phishing content, or deceptive materials
• Circumvent any access controls or usage limits
• Use AI-generated content in ways that violate third-party AI provider terms of service

11. Disclaimers

11.1 No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SETUPBOTS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

11.2 No Professional Advice. The Services do not constitute legal, financial, tax, medical, or other professional advice. You should consult appropriate professionals before making business decisions based on our recommendations.

11.3 Third-Party Services. We are not responsible for the availability, accuracy, or content of third-party services, websites, or platforms accessed through or integrated with our Services.

11.4 AI Limitations. AI Technology has inherent limitations and may produce inaccurate, incomplete, or biased outputs. We do not warrant the accuracy, reliability, or suitability of AI-generated content.

11.5 Results. We do not guarantee any specific results, outcomes, or performance improvements from use of our Services.

12. Limitation of Liability

12.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SETUPBOTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on Liability. OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO SETUPBOTS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

12.3 Basis of the Bargain. The limitations of liability set forth in this section are fundamental elements of the basis of the bargain between you and SetupBots. The Services would not be provided without such limitations.

12.4 Exceptions. Nothing in these Terms shall limit liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded by applicable law.

13. Indemnification

13.1 Your Indemnification. You agree to indemnify, defend, and hold harmless SetupBots and its officers, directors, employees, agents, affiliates, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to:

• Your use of the Services
• Your violation of these Terms
• Your violation of any rights of a third party
• Content you provide to us
• Your implementation of our recommendations or Deliverables
• Any claim that your use of AI-generated content infringes third-party rights

13.2 Procedure. We will notify you of any claim subject to indemnification and cooperate with your defense. We reserve the right to assume exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with our defense.

14. Termination

14.1 Termination by You. You may terminate your use of the Services at any time. For ongoing service engagements, termination procedures are specified in your Service Agreement.

14.2 Termination by Us. We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason, including but not limited to breach of these Terms.

14.3 Effect of Termination. Upon termination: (a) your right to use the Services immediately ceases; (b) you remain liable for all fees incurred prior to termination; (c) provisions that by their nature should survive termination shall survive, including Sections 8, 11, 12, 13, and 15.

14.4 Data Retention. Following termination, we may retain your data as required by law or as necessary for legitimate business purposes, subject to our Privacy Policy.

15. Dispute Resolution

15.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

15.2 Informal Resolution. Before initiating formal dispute resolution, you agree to contact us at legal@setupbots.com to attempt to resolve any dispute informally. We will attempt to resolve the dispute within 30 days.

15.3 Arbitration. Any dispute not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Delaware, and judgment on the arbitration award may be entered in any court with jurisdiction.

15.4 Class Action Waiver. YOU AND SETUPBOTS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

15.5 Small Claims. Notwithstanding the foregoing, either party may bring an individual action in small claims court.

16. General Provisions

16.1 Entire Agreement. These Terms, together with the Privacy Policy and any applicable Service Agreements, constitute the entire agreement between you and SetupBots regarding the Services and supersede all prior agreements and understandings.

16.2 Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.3 Waiver. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term. Our failure to enforce any provision shall not constitute a waiver of that provision.

16.4 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

16.5 Force Majeure. We shall not be liable for any failure or delay in performing our obligations due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages.

16.6 Independent Contractors. The relationship between you and SetupBots is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

16.7 Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.

16.8 Headings. Section headings are for convenience only and shall not affect the interpretation of these Terms.