6. Intellectual Property

Our Work Product

Vanguard AI Automations retains ownership of all proprietary templates, frameworks, methodologies, and systems we develop. Upon full payment, you receive a license to use the specific deliverables created for your project. This license is non-exclusive and non-transferable unless otherwise agreed in writing.

Your Content

You retain ownership of all content, data, branding, and materials you provide to us. By providing these materials, you grant us a limited license to use them solely for the purpose of delivering your project.

Third-Party Platforms

Certain deliverables may rely on third-party platforms such as GoHighLevel, Zapier, Make, or others. Your use of those platforms is governed by their respective terms of service. We are not responsible for changes, outages, or policy updates made by those third-party platforms.

Feedback

If you provide feedback or suggestions about our Services, you grant us a perpetual, royalty-free license to use that feedback to improve our offerings.

7. Payments and Billing

Fees

Our fees are described in your Project Agreement or on our pricing page. All fees are in US dollars unless stated otherwise.

Payment Schedule

Unless otherwise specified, a deposit is required before project work begins. The remaining balance is due upon project completion or as outlined in the Project Agreement. Ongoing retainer services are billed on a recurring basis (monthly or as agreed).

Late Payments

Invoices not paid within 7 days of the due date may result in a pause of work until payment is received. Outstanding balances older than 30 days may be subject to a late fee of 1.5% per month.

Refunds

Due to the custom nature of our work, all payments are strictly non-refundable once work has commenced. If you believe you have been charged in error, contact us within 14 days at [email protected]. We reserve the right to review each situation and issue refunds at our sole discretion.

Taxes

You are responsible for all applicable taxes or government-imposed fees related to your purchase of our Services.

8. AI-Powered Features and Automation Systems

Nature of AI Outputs

Our Services leverage large language model (LLM) technology and automation platforms to deliver workflows, chatbots, and content. AI-generated outputs are probabilistic in nature and may not always be accurate, complete, or appropriate for every situation. You are solely responsible for reviewing, validating, and overseeing the outputs of any systems we build for you.

No Guarantee of Results

While we aim to deliver meaningful improvements to your operations (and stand behind our work), we cannot guarantee specific outcomes such as lead conversion rates, revenue growth, or cost savings. Business results depend on many factors beyond our control.

Your Oversight Responsibility

You are responsible for monitoring and maintaining the systems we deliver on your behalf. This includes ensuring compliance with applicable laws (e.g., CAN-SPAM, TCPA for SMS) when using email, SMS, and chatbot automation features. Vanguard AI Automations is not responsible for outcomes resulting from your use of delivered systems after project handoff.

9. Confidentiality

Both parties agree to keep confidential any non-public, proprietary, or sensitive information shared during the course of the engagement ("Confidential Information"). This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law. This confidentiality obligation survives termination of the engagement.

10. Disclaimers

OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, VANGUARD AI AUTOMATIONS DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the systems we build will be uninterrupted or error-free, or that third-party platforms integrated into your systems will remain available or unchanged.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VANGUARD AI AUTOMATIONS AND ITS OWNERS, EMPLOYEES, AND CONTRACTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING FROM YOUR USE OF OR INABILITY TO USE OUR SERVICES.

IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU EXCEED THE TOTAL AMOUNT YOU PAID TO US IN THE 3 MONTHS PRECEDING THE CLAIM.

12. Indemnification

You agree to indemnify and hold harmless Vanguard AI Automations and its owners, employees, and contractors from any claims, damages, losses, or expenses (including reasonable legal fees) arising from: (a) your use of the systems and automations we build; (b) your violation of these Terms or any applicable law; or (c) your failure to maintain proper oversight of automated systems deployed on your behalf.

13. Termination

By You

You may terminate an ongoing engagement by providing written notice to us. You remain responsible for all fees incurred up to the termination date.

By Us

We reserve the right to suspend or terminate our Services at any time if: (a) you breach these Terms or a Project Agreement; (b) you fail to make timely payment; or (c) we determine that continuing the engagement would expose us to legal or reputational risk.

Effect of Termination

Upon termination, we will provide you with any completed deliverables for which payment has been received. Provisions of these Terms that by nature should survive (including confidentiality, intellectual property, limitation of liability, and indemnification) shall remain in effect.

14. Governing Law and Dispute Resolution

These Terms shall be governed by applicable law. Before initiating any formal dispute, both parties agree to attempt informal resolution by contacting [email protected] and engaging in good-faith discussions for at least 30 days. If the dispute cannot be resolved informally, either party may pursue resolution through binding arbitration or a court of competent jurisdiction as mutually agreed.

15. Changes to These Terms

We reserve the right to update these Terms at any time. We will post the updated Terms on this page with a revised "Last Updated" date. Your continued use of our website or Services after changes take effect constitutes acceptance of the revised Terms.