This Software as a Service Agreement (this "Agreement") is by and between AUTOCHIRO LLC (the "Provider"), a Wyoming limited liability company, located at 2730 SW 3rd Ave STE 306, Miami, Florida 33129, and the CUSTOMER, who acknowledges acceptance by clicking “I Agree” or by signing up for the AutoChiro services as described herein.
EFFECTIVE DATE
THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "I AGREE” BUTTON OR BY ACCESSING OR USING THE SERVICES (the "Effective Date"). BY ACCEPTING THESE TERMS, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR ORGANIZATION OR BUSINESS, IF APPLICABLE; AND (C) ACCEPT THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK "I AGREE" AND DO NOT ACCESS OR USE THE SERVICES.
1. Definitions
1.1 "Services": The software-as-a-service (SaaS) offering, including, but not limited to, the AI-based appointment booking bot, referral program, advertising tools, dashboard, CRM, and automations provided by Provider.
1.2 "Customer Data": Any data, information, or content submitted, posted, or otherwise transmitted by or on behalf of Customer through the Services.
1.3 "Provider IP": All intellectual property rights in and to the Services, Documentation, and any Aggregated Statistics derived therefrom.
1.4 "Aggregated Statistics": Data derived from Customer’s use of the Services in an anonymized and aggregated manner, which does not identify Customer or any individual.
1.5 "Authorized User": Any employee, contractor, or agent authorized by Customer to use the Services.
2. Access and Use of Services
2.1 License: Subject to compliance with this Agreement, Provider grants Customer a limited, non-exclusive, non-transferable license to access and use the Services solely for Customer’s internal business purposes.
2.2 Restrictions: Customer shall not: (a) reverse engineer, disassemble, or decompile the Services; (b) use the Services to violate applicable laws; (c) rent, lease, sell, or sublicense the Services; (d) attempt to gain unauthorized access to the Services.
2.3 Account Security: Customer is responsible for maintaining the confidentiality of all login credentials and for all activities conducted under their account.
3. Fees and Payment
3.1 Fees: Customer agrees to pay the setup fee and monthly subscription fee as outlined in the AutoChiro Offer. Payment must be made using an accepted form of payment on file.
3.2 Late Payments: Late payments may incur a 1.5% monthly interest charge or the maximum permitted by law. Provider may suspend Services until overdue amounts are paid.
3.3 Taxes: Customer is responsible for all taxes associated with the Services, excluding taxes on Provider’s income.
4. Customer Responsibilities
4.1 Customer is responsible for ensuring that Authorized Users comply with this Agreement.
4.2 Customer acknowledges that the success of the Services depends on active participation, including the timely provision of required information and adherence to recommended practices.
5. Confidentiality
5.1 Definition: “Confidential Information” includes non-public information disclosed by one party to the other under this Agreement.
5.2 Obligations: Each party agrees to protect the other’s Confidential Information and not disclose it except as necessary to perform under this Agreement or as required by law.
6. Intellectual Property
6.1 Provider IP: All rights, title, and interest in the Services and Provider IP remain with Provider.
6.2 Customer Data: Customer retains ownership of its data but grants Provider a non-exclusive, royalty-free license to use Customer Data to provide and improve the Services.
6.3 Aggregated Statistics: Provider owns all Aggregated Statistics.
7. Limited Warranty and Disclaimer
7.1 Provider warrants that the Services will perform substantially as described. In case of breach, Provider will use commercially reasonable efforts to correct any material issues.
7.2 EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. Indemnification
8.1 Provider’s Indemnification: Provider will indemnify Customer against claims that the Services infringe third-party intellectual property rights, provided Customer promptly notifies Provider and cooperates in the defense.
8.2 Customer’s Indemnification: Customer will indemnify Provider against claims arising from Customer’s use of the Services, including misuse or violation of applicable laws.
9. Limitation of Liability
9.1 Provider’s liability is limited to the fees paid by Customer in the three months preceding the event giving rise to the claim.
9.2 Provider is not liable for indirect, incidental, consequential, or punitive damages, even if advised of their possibility.
10. Term and Termination
10.1 Term: This Agreement is effective as of the Effective Date and continues until terminated by either party.
10.2 Termination: Customer may terminate for convenience from the billing tab of the software. Provider may terminate for breach or non-payment.
10.3 Effect of Termination: Upon termination, Customer must cease all use of the Services and delete all Provider IP.
11. Refund Policy
If Customer is not satisfied within the first 30 days, the setup fee can be refunded. Requests for refunds must be submitted to info@autochiro.ai.
12. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the State of Wyoming. Any disputes will be resolved through binding arbitration in Wyoming.
13. Miscellaneous
13.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties.
13.2 Amendments: Provider may amend this Agreement by providing notice. Continued use of the Services constitutes acceptance of any changes.
13.3 Force Majeure: Provider is not liable for delays or failure due to events beyond its control.
13.4 Assignment: Customer may not assign this Agreement without Provider’s prior written consent.
By using AutoChiro’s Services, you agree to these Terms and Conditions.
2730 SW 3rd Ave STE 306
Miami, Florida
+1 (330) 766-1309
© 2025 AUTOCHIRO LLC. All rights reserved.