TERMS OF SERVICE – AI SUITE PRO

Last Updated: February 1, 2026

Introduction

These Terms of Service (the "Agreement") govern your receipt, access to, and use of the AI Suite Pro platform and services (the "Service" or "Services"), including all features, functionalities, and tools provided by Vertex Technologies and/or its designated operating entity (collectively, "Vertex Technologies," "Vertex," "Company," "we," "us," or "our").

BY (A) PURCHASING ACCESS TO THE SERVICE THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) SIGNING UP FOR A FREE, TRIAL, OR PAID ACCESS PLAN FOR THE SERVICE VIA A PLATFORM THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

The individual accepting this Agreement does so on behalf of a company or other legal entity ("Customer" or "You"); such individual represents and warrants that they have the authority to bind such entity and its Affiliates to this Agreement. If you do not have such authority, or if the entity does not agree with these terms, you must not accept this Agreement and may not use the Services.

Capitalized terms used herein have the meanings set forth below. The parties agree to be bound by the following provisions.

1. Definitions

"Affiliate" means, with respect to any party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where "control" means the ownership or control, directly or indirectly, of more than fifty percent (50%) of all the voting power of the shares or other securities or rights entitled to vote for the election of directors or other governing authority.

"Acceptable Use Policy" means the policies adopted by AI Suite Pro and its service providers to govern responsible and ethical use of the Service and its capabilities, as may be updated from time to time.

"Agent" means an AI-powered chatbot or conversational agent deployed, configured, or integrated by Customer or on behalf of Customer through the Service.

"Authorized User" means an individual authorized by Customer to access and use the Service on Customer's behalf.

"Customer Data" means any data, documents, files, content, information, or materials that Customer, its Authorized Users, or any End-User inputs, uploads, shares, stores, or otherwise provides through the Service (collectively "Input"), as well as system-generated content directly attributable to, and returned by the Services in response to specific Customer inputs (collectively "Output"), excluding Services Data.

"Documentation" means user manuals, guides, and other materials provided by AI Suite Pro describing the operation, use, and functions of the Service, as may be amended or updated from time to time.

"End-User" means any individual (other than Customer, Authorized Users, or third-party service providers) who interacts with Customer's Agent(s) or Services as deployed, configured, or integrated by Customer or on behalf of Customer, including but not limited to visitors accessing Customer-controlled domains, applications, or interfaces.

"LLM" means a Large Language Model, such as those provided by OpenAI, Anthropic, or other third-party AI providers.

"Order Form" means any ordering document signed by both parties that confirms mutually agreed commercial terms of the Services. An Order Form is not required for this Agreement to be valid or for Customer to access the Services; however, when executed, an Order Form is governed by and incorporated into this Agreement.

"Services Data" means any data other than Customer Data that AI Suite Pro collects, generates, or derives in connection with the performance, operation, maintenance, or improvement of the Services, including diagnostic data, logs, event data, performance metrics, usage statistics, aggregated and anonymized insights, configuration data, machine-learning outputs, and data used to optimize or improve the Services and prevent system abuse.

"Services" means all content, APIs, software applications, features, functionalities, tools, and data made available or provided by AI Suite Pro to Customer (whether on a trial, free, or paid basis), as updated, modified, or enhanced from time to time by AI Suite Pro.

"Subscription Period" means the period described in the applicable Order Form or ordering screen (e.g., monthly, quarterly, or annual).

"Trial Period" means any free trial or evaluation period offered by AI Suite Pro to Customer, as specified in the applicable offer.

2. Subscription and Billing

2.1 Subscription Plans

AI Suite Pro offers subscription plans with varying features, usage limits, and pricing as described on the Company or AI Suite Pro website and pricing page (the "Plan(s)").All references to "Starter," "Basic," "Pro," "Premium," "Enterprise," or other named tiers are descriptive and subject to our then-current offering. Each Plan specifies:

Maximum number of Agents
Conversation message limits per month
Character/content limits for knowledge base or documents
Training data retention periods
Available integrations and add-ons
Support tier and response time commitments

2.2 Auto-Renewal

Subject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens or Order Forms agreed upon by the parties. All subscriptions are for the period described in the applicable Order or Plan (the "Subscription Period").

All subscriptions are billed on a recurring and periodic basis. Billing cycles are set either on a monthly, quarterly, or annual basis, depending on the type of Plan Customer selects.

At the end of each Subscription Period, Customer's subscription will automatically renew under the exact same conditions unless Customer cancels it or AI Suite Pro cancels it. Customer may cancel subscription renewal at any time through the online account management page or by contacting AI Suite Pro customer support team.

2.3 Payment Terms

A valid payment method (credit card, PayPal, or other method designated by AI Suite Pro) is required to process payment for your subscription. Customer shall provide AI Suite Pro with accurate and complete billing information including full name, address, zip code, and valid payment method information.

By submitting payment information, Customer automatically authorizes AI Suite Pro to charge all Subscription fees and any applicable Overage Fees or Add-On Charges (defined below) incurred through Customer's account to the payment method on file.

Payment for all Subscription Plans is due in advance of the applicable Subscription Period. If automatic billing fails to occur for any reason, AI Suite Pro will issue an electronic invoice indicating that Customer must proceed manually, within a specified deadline, with full payment for the applicable billing period.

2.4 Usage Limits and Overages

Each Plan specifies usage limits (e.g., monthly conversation limits, knowledge base size, number of Agents). If Customer exceeds the usage limits established for the Plan, AI Suite Pro may:

Throttle or rate-limit access to maintain system stability and fair access for all users;
Charge Overage Fees at the then-current per-unit pricing for excess usage; or
Require Customer to upgrade to a higher-tier Plan or purchase Add-On Packages.

All usage-based and Overage Charges are non-refundable. AI Suite Pro may monitor Customer's usage to enforce such limits and ensure compliance. If Customer exceeds established limits or if AI Suite Pro determines, in its sole discretion, that usage is excessive, abnormal, or would adversely affect the operation of the Services, AI Suite Pro may (i) charge Overage Fees at the then-current list price, and/or (ii) immediately limit, suspend, or terminate access to the Services or any part thereof. Customer shall be solely responsible for all costs, losses, and damages arising from excessive or unauthorized usage.

2.5 Add-On Services

Customer may optionally purchase additional features and add-ons, such as:

Additional Agents (beyond Plan limit)
Extra monthly conversation credits
Removal of "Powered by AI Suite Pro" branding
Advanced integrations (Facebook Messenger, etc.)
Enhanced analytics and reporting
Priority or dedicated support

All Add-On charges are billed in accordance with the pricing displayed at the time of purchase and are subject to the same renewal and cancellation terms as the base Subscription. Add-On charges are also non-refundable.

2.6 Free Trial and Trial Period

AI Suite Pro may, at its sole discretion, offer a Subscription with a Free Trial or limited evaluation period ("Free Trial").

Customer may be required to enter billing information in order to sign up for a Free Trial. If Customer enters billing information during Free Trial signup, no charges will be made until the Free Trial Period expires. On the last day of the Free Trial Period, unless Customer has cancelled the Subscription, Customer will be automatically charged the applicable Subscription fees for the type of Plan selected.

At any time and without notice, AI Suite Pro reserves the right to (i) modify the terms of any Free Trial offer, or (ii) cancel such Free Trial offer. This includes the right to limit Free Trial features, duration, or availability.

2.7 Fee Changes

AI Suite Pro, in its sole discretion and at any time, may modify Subscription fees, Overage Fees, or Add-On pricing for current or future Subscriptions. Any Subscription fee change will become effective at the end of the then-current Subscription Period, except as follows:

For fee increases, AI Suite Pro will provide Customer with at least 30 days' advance written notice (email notification to the address associated with Customer's account).
If Customer does not decline such fee change within 7 days of receipt of notice, payment-related changes are deemed accepted and binding.
If Customer does not agree with fee changes, Customer may cancel the Subscription in accordance with Section 10.1 below before the fee change becomes effective.
Customer's continued use of the Service after the fee change becomes effective constitutes Customer's agreement to pay the modified fee.

2.8 Contests, Sweepstakes and Promotions

Any contests, sweepstakes or other promotions (collectively, “Promotions”) made available through Service may be governed by rules that are separate from these Terms of Service. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms of Service, Promotion rules will apply.

3. Use License and Restrictions

3.1 License Grant

Subject to the terms of this Agreement and Customer's payment of applicable fees, AI Suite Pro grants Customer a non-exclusive, non-transferable, revocable, limited license to access and use the Services solely for Customer's own internal business purposes and in accordance with the Documentation.

Use of and access to the Services is restricted to Authorized Users of Customer and solely for Customer's legitimate internal business purposes, not for the benefit of any third party or for resale, white-label, or competitive analysis purposes.

3.2 Acceptable Use Policy

Customer shall comply with this Agreement and all applicable laws, regulations, and AI Suite Pro's Acceptable Use Policy in using the Services. Customer shall NOT use the Services for, or in connection with, any of the following:

Email solicitation, mass emailing, spamming, phishing, or similar unauthorized bulk communications;
Violation of any third party's privacy, intellectual property, or other legal rights;
Financial fraud, embezzlement, or financial schemes;
Computer fraud, unauthorized access, or other computer crimes;
Defamation, discrimination, harassment, or abuse;
Funding, encouraging, facilitating, or promoting any criminal or illegal activity;
Promoting, encouraging, requesting, or facilitating violence, harm, abuse, or exploitation (including child exploitation);
Collecting credit card information, API keys, login credentials, or other sensitive authentication information belonging to third parties;
Use in violation of U.S. export control laws or sanctions regimes (e.g., use from or on behalf of individuals/entities in Cuba, Iran, North Korea, Syria, Russia, Belarus, or other sanctioned jurisdictions);
Using the Services to impersonate any person or entity or to deceive End-Users about the nature or origin of the Agent;
Automated or robotic scraping, harvesting, or bulk extraction of data from the Services;
Sharing login credentials with multiple users or selling access to the Services to third parties;
Reverse engineering, decompiling, or attempting to derive the underlying code or algorithms of the Services;
Any other use that infringes upon the rights of others or that AI Suite Pro reasonably determines is unlawful, threatening, fraudulent, harmful, or damaging to the Services or its users.

Violations of the Acceptable Use Policy may result in suspension or termination of access, removal of offending content, and/or legal action at AI Suite Pro's sole discretion.

3.3 Authorization and Account Responsibility

When signing up for the Services and throughout the term of this Agreement, Customer must provide and maintain true, accurate, current, and complete information as requested in connection with access to and use of the Services.

Customer remains solely and strictly liable for all uses and activities under the Services resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Customer is responsible for all activity occurring under its Services and any act or omission by Authorized Users that would constitute a breach of this Agreement if committed by Customer will be deemed a breach of this Agreement by Customer.

Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to their use of the Services and shall cause such Users to comply with such provisions. Customer remains solely responsible for the acts and omissions of its Authorized Users and End-Users in connection with the Services.

Customer is also solely responsible for obtaining all authorizations, licenses, and consents necessary to (i) use the Services, (ii) make the Services available to End-Users, and (iii) process Customer Data through the Services. Customer represents and warrants that it has full authority to provide Customer Data to AI Suite Pro and that such provision does not violate any third-party rights.

3.4 Login Credentials and Security

Customer is assigned credentials for identifying and authenticating Authorized Users, which may include user identification, passwords, digital certificates, or other authentication mechanisms determined by AI Suite Pro from time to time.

Individual login credentials may only be used by a single designated Authorized User and may NOT be shared, passed on, or used by multiple Users simultaneously.
Simultaneous logins by the same User on multiple devices, browsers, or IP addresses are not permitted and shall be deemed excessive or abnormal use unless explicitly authorized in writing by AI Suite Pro.
An individual User's credentials may be reassigned to a new User replacing a former User who no longer requires access.
New and/or additional Authorized Users must be requested in writing (including electronically) to AI Suite Pro in advance so that individual login credentials can be provided to each new User and, if necessary, the applicable fee adjusted accordingly.

Customer is responsible for properly securing, storing, and maintaining the confidentiality of all login credentials and passwords. Customer is responsible for all resulting liability if credentials are used by any party not authorized to do so. If Customer loses access to credentials, Customer must contact AI Suite Pro support; if Customer no longer has access to the email address associated with the account, access may not be recoverable.

3.5 Third-Party Integrations and LLM Keys

3.5.1 AI Suite Pro's Third-Party Providers

When Customer enables or uses Services or functionality from third-party providers not affiliated with AI Suite Pro (such as integrations with messaging platforms, CRM systems, or support tools), Customer consents to AI Suite Pro and the third-party provider performing all actions deemed necessary for service performance, including implementation in production environments.

AI Suite Pro makes no warranties or representations regarding any products, services, functionality, or performance provided by third-party vendors. Customer is responsible for complying with such third-party providers' terms of service and privacy policies.

3.5.2 Customer's Own LLM API Keys

If Customer configures the Services to use Customer's own LLM API keys (e.g., OpenAI API, custom LLM providers), the following terms apply:

Customer is fully responsible for all costs, rate limits, usage overages, and compliance with the LLM provider's terms of service;
AI Suite Pro is not liable for any outages, service interruptions, price changes, deprecations, data handling practices, or other changes made by the LLM provider;
AI Suite Pro is not responsible for monitoring or enforcing the LLM provider's terms;
Customer shall keep all API keys and credentials secure and shall immediately notify AI Suite Pro if a key is compromised;
Customer's use of the LLM provider's services is solely between Customer and the LLM provider and governed by their terms.

4. Artificial Intelligence Outputs and Disclaimers

4.1 AI-Generated Content Disclaimer

The Services are powered by Large Language Models (LLMs) and other AI technologies. While these systems are continuously improving, AI-generated outputs are not perfect and may contain:

Inaccuracies, factual errors, or outdated information;
Biased, inappropriate, or harmful content;
Contradictory or incomplete responses;
Plagiarized or non-original content;
Content that does not comply with applicable laws or regulations.

Customer and its End-Users should NOT rely on AI-generated content or outputs as the sole basis for decisions in sensitive, critical, or regulated contexts, including but not limited to:

Employment decisions (hiring, promotion, termination);
Financial or investment advice;
Legal advice or regulatory compliance;
Medical, health, or diagnostic advice;
Safety-critical or life-safety decisions;
Automated decision-making with legal consequences.

4.2 Customer Responsibility for AI Outputs

Customer acknowledges and agrees that it is solely responsible for:

Reviewing and validating all AI-generated outputs prior to relying on them or making them available to End-Users;
Implementing appropriate human oversight, accuracy checks, and contextual judgment in connection with AI outputs;
Ensuring that the use of AI-generated content complies with all applicable laws, regulations, industry standards, and ethical guidelines;
The consequences and liability arising from the use or misuse of any AI-generated content or outputs.

4.3 AI Functionality Disclaimers

AI Suite Pro, together with any third-party AI providers integrated or accessible through the Services (including but not limited to LLM providers), disclaims any and all liability for:

Inaccuracies, errors, or omissions in AI-generated content;
Non-compliance with applicable laws, regulations, or industry standards;
Harm, damage, loss, or legal breach arising from reliance on AI outputs;
Bias, discrimination, or inappropriate content generated by AI systems;
Intellectual property infringement claims related to AI-generated content.

Responsibility for the creation, use, review, assessment, validation, and oversight of AI-generated content remains entirely with Customer. Customer assumes full responsibility for any End-User claims, regulatory action, or legal consequences arising from the use of AI outputs generated through the Services.

4.4 Training and Improvement

Unless otherwise agreed in a written Data Processing Addendum, AI Suite Pro may use aggregated, de-identified, and anonymized versions of Customer Data and Services Data to train, improve, and optimize the Services and underlying AI models. Customer Data that contains Personal Data will not be used for such training unless Customer has a separate written agreement with AI Suite Pro explicitly permitting such use.

5. Customer Data Ownership and Licenses

5.1 Customer Ownership of Input and Output

Customer retains all right, title, and interest in and to Customer Data (Input and Output), including all intellectual property rights therein, except as otherwise expressly stated in this Agreement.

AI Suite Pro owns all right, title, and interest in the Services, Services Data, Documentation, and all related and underlying technology, including all AI models, algorithms, templates, and improvements made by AI Suite Pro in connection with the Services. No implied licenses are granted, and any rights not expressly granted to Customer are reserved by AI Suite Pro.

5.2 License to AI Suite Pro

By providing Customer Data to the Services, Customer grants AI Suite Pro a worldwide, non-exclusive, royalty-free license to:

Store, process, and analyze Customer Data for the purpose of providing the Services;
Use Customer Data to operate, maintain, troubleshoot, and optimize the Services for all users;
Create aggregated, de-identified, and anonymized analytics and insights derived from Customer Data and Services Data for product improvement and internal analytics;
Retain and use Services Data (usage metrics, system performance data, anonymized insights) indefinitely for service improvement and analytics.

For the avoidance of clarity: AI Suite Pro will not share, sell, or license Customer Data or End-User conversation data to third parties for marketing, advertising, or commercial purposes, except as required by law or with Customer's explicit written consent.

5.3 AI-Generated Output

Outputs generated by AI models in response to Customer's Inputs are considered part of Customer Data. Customer is free to use, modify, reproduce, and distribute such Outputs, provided that Customer is solely responsible for ensuring such use does not infringe third-party intellectual property rights and complies with applicable laws.

AI Suite Pro does not guarantee that AI-generated Outputs are original, non-infringing, or unique. Multiple Customers may receive similar or identical Outputs in response to substantially similar Inputs.

6. Confidentiality and Data Protection

6.1 Confidential Information

Each party acknowledges that it may receive or have access to confidential, proprietary, or sensitive information belonging to the other party, whether in oral, written, electronic, or other form, which is designated as confidential or proprietary or which, by reason of its nature or circumstances, should reasonably be considered confidential (collectively, "Confidential Information").

Confidential Information includes, without limitation:

Terms of this Agreement;
Customer Data;
Services Data and AI models;
Technical infrastructure details, security measures, and system architecture;
Customer lists, product roadmaps, and development information;
Pricing and billing information.

6.2 Confidentiality Obligations

Each party shall:

Maintain the confidentiality of the other party's Confidential Information using at least the same degree of care as it uses for its own confidential information, but no less than reasonable care;
Limit disclosure of Confidential Information to employees, contractors, and service providers who have a legitimate need to know and who are bound by written confidentiality obligations;
Not disclose Confidential Information to third parties without the disclosing party's prior written consent, except as required by law or court order (in which case the receiving party shall provide prompt written notice to the disclosing party to allow it to seek protective measures).

6.3 Data Protection and Privacy

Customer Data that constitutes Personal Data (any information relating to an identified or identifiable natural person) is subject to AI Suite Pro's Privacy Policy and applicable data protection laws, including the General Data Protection Regulation (GDPR) and similar regulations.

AI Suite Pro will process Personal Data in accordance with:

Its published Privacy Policy (available at the Company/AI Suite Pro website);
The Data Processing Addendum (DPA), if executed with Customer;
Applicable data protection laws in Customer's jurisdiction.

Customer is responsible for:

Obtaining necessary consents from End-Users before collecting and processing their Personal Data through the Services;
Providing notice to End-Users regarding data collection, use, and processing;
Complying with all applicable privacy and data protection laws in its use of the Services.

6.4 Data Retention and Deletion

Customer Data will be retained by AI Suite Pro for the duration of the Subscription Period and for a reasonable period thereafter to comply with legal obligations, settle disputes, and enforce agreements. After termination or expiration of this Agreement, AI Suite Pro will delete or anonymize Customer Data in accordance with its standard data retention policies, except where deletion is prevented by applicable law.

At Customer's request and at AI Suite Pro's discretion, specific Customer Data may be deleted prior to the end of a Subscription Period, subject to any technical or legal limitations.

7. Warranty, Disclaimers, and Limitations

7.1 Service Availability and Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN A SEPARATE SERVICE LEVEL AGREEMENT (IF ANY), AI SUITE PRO PROVIDES THE SERVICES ON AN "AS-IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AI SUITE PRO DISCLAIMS ALL WARRANTIES, INCLUDING:

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT;
WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM DEFECTS;
WARRANTIES THAT ANY DEFECTS WILL BE CORRECTED OR THAT THE SERVICES WILL MEET CUSTOMER'S EXPECTATIONS OR REQUIREMENTS;
WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF AI-GENERATED CONTENT.

7.2 Service Level Commitments

If Customer has purchased a plan with SLA commitments or has a separate Service Level Agreement (SLA) with AI Suite Pro, uptime guarantees and remedies will be specified in that SLA. Otherwise, AI Suite Pro makes no uptime commitments, and the Services are provided on a best-efforts basis.

7.3 Third-Party Services and Links

AI Suite Pro does not endorse or control third-party services, integrations, websites, or applications accessible through or integrated with the Services. Customer's use of such third-party services is governed by their respective terms of service and privacy policies. AI Suite Pro is not responsible for the accuracy, availability, performance, or legality of third-party services.

8. Limitation of Liability

8.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AI SUITE PRO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR CUSTOMER DATA EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

If Customer has not paid any fees (e.g., Customer is using a free trial or plan), AI Suite Pro's liability shall be limited to direct damages not exceeding one hundred US dollars (USD $100).

This liability cap applies to all claims, whether based on contract, warranty, tort, negligence, strict liability, or any other legal theory, and even if AI Suite Pro has been advised of the possibility of such damages.

8.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING:

Loss of revenue, profits, or business opportunities;
Loss of data, content, or Customer Data;
Loss of use, interruption of service, or business interruption;
Loss of goodwill or reputation;
Cost of cover or substitute goods or services;
Any damages not reasonably foreseeable at the time of this Agreement,

even if advised of the possibility of such damages and even if such damages result from a material breach of this Agreement, negligence, or other legal theory.

8.3 Basis of Bargain

The parties acknowledge and agree that the limitations of liability in this Section 8 are a material inducement for AI Suite Pro to enter into this Agreement and are reflected in the pricing. The foregoing limitations shall apply notwithstanding any failure of the essential purpose of any remedy or exclusive remedy provided in this Agreement.

8.4 Carve-Outs

The limitations in this Section 8 shall not apply to:

Either party's indemnification obligations;
Either party's breach of confidentiality obligations;
Customer's payment obligations to AI Suite Pro;
Intellectual property infringement claims;
Gross negligence, willful misconduct, or fraud;
Any liability that cannot be limited or excluded by applicable law.

9. Indemnification

9.1 Customer Indemnification

Customer shall indemnify, defend, and hold harmless AI Suite Pro, its Affiliates, officers, directors, employees, and agents (the "Company Indemnitees") from and against any and all third-party claims, demands, losses, damages, costs, and expenses (including reasonable attorneys' fees and costs of investigation or settlement) arising out of or related to:

Any Customer Data or materials provided, uploaded, stored, transmitted, or distributed through the Services by or on behalf of Customer that infringes, misappropriates, or violates any intellectual property rights, privacy rights, or other rights of third parties;
Customer's or its End-Users' access to or use of the Services in violation of this Agreement or applicable law;
Customer's or its End-Users' use or distribution of AI-generated Outputs in violation of applicable law or third-party rights;
Any breach of this Agreement by Customer, its Authorized Users, or End-Users;
Customer's violation of applicable law, regulation, or third-party rights in connection with its use of the Services.

9.2 Indemnification Procedures

To be eligible for indemnification under Section 9.1, the Company Indemnitees must:

Promptly notify Customer in writing of the third-party claim (provided that failure to promptly notify does not waive the indemnification right except to the extent Customer is materially prejudiced);
Grant Customer exclusive control of the defense and settlement of the claim (provided that Customer may not settle in a manner that admits liability on behalf of Company Indemnitees or imposes obligations on them without their written consent);
Provide reasonable cooperation in the defense of the claim.

10. Termination and Effect

10.1 Termination by Customer

Customer may cancel its Subscription at any time by:

Logging into its account and selecting the "Cancel Subscription" option, or
Submitting a written cancellation request to AI Suite Pro support.

Cancellation will take effect at the end of the then-current Subscription Period. Fees paid in advance for the current Subscription Period are non-refundable unless otherwise required by applicable law. Certain refund requests for Subscriptions may be considered by the Company on a case-by-case basis and granted at the sole discretion of the Company. Sometimes, we may provide money back guarantee within certain time perriod (eg. 30 or 60 days) on certain plans as part of our offer or promotion through our platform website or some other platforms. If Customer requests to cancel subscription within that time period, We will try to help the customer with any issues and will consider refund for subscription plan payment. Refunds are not available for fees for add-ons.

10.2 Termination by AI Suite Pro

AI Suite Pro may terminate or suspend this Agreement or Customer's access to the Services immediately, without prior notice, if:

Customer breaches any material provision of this Agreement and fails to cure such breach within 10 business days of written notice (where cure is possible);
Customer's use of the Services violates the Acceptable Use Policy or poses a risk to the security, integrity, or stability of the Services;
Customer's use of the Services infringes third-party rights or violates applicable law;
Customer fails to pay fees due and such non-payment continues for 15 days after written notice;
Customer is subject to bankruptcy proceedings or becomes insolvent;
AI Suite Pro determines, in its sole discretion, that termination is necessary to comply with law, regulation, or court order.

10.3 Effect of Termination

Upon expiration or termination of this Agreement for any reason:

Customer's right to access and use the Services immediately ceases;
All Authorized Users' access is revoked;
Customer remains liable for all fees incurred up to the date of termination, including any overage charges or Add-On fees;
Customer Data may be deleted or become inaccessible in accordance with AI Suite Pro's standard data deletion policies and applicable law;
Provisions of this Agreement that survive termination (see Section 10.4) shall continue to apply.

10.4 Survival

The following sections shall survive any termination or expiration of this Agreement and remain in full force and effect:

Sections 1 (Definitions), 5 (Customer Data Ownership), 6 (Confidentiality), 7 (Warranty & Disclaimers), 8 (Limitation of Liability), 9 (Indemnification), 10.3–10.4 (Effect of Termination & Survival), 11 (Compliance), 12 (Modifications and Changes), 14 (Governing Law), 15 (Dispute Resolution), and any other provision that by its nature is intended to survive.
Customer's obligation to pay outstanding fees;
AI Suite Pro's rights to use Services Data and aggregated, de-identified insights;
Confidentiality obligations;
Warranty disclaimers and liability limitations.

11. Compliance

11.1 Export Controls and Sanctions

The Services and underlying technology may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR).

Customer shall NOT, directly or indirectly:

Export, re-export, or release the Services to any country, region, or person subject to U.S. sanctions (including Cuba, Iran, North Korea, Syria, Russia, Belarus, and other sanctioned jurisdictions);
Make the Services accessible from any sanctioned jurisdiction;
Provide access to the Services to any individual or entity on U.S. restricted party lists (including the Office of Foreign Assets Control (OFAC) SDN List, the Entity List, or other restricted party lists).

Customer represents and warrants that it is not located in, and is not acting on behalf of, any sanctioned country or entity. If Customer becomes aware of any violation of these restrictions, Customer shall immediately notify AI Suite Pro and cease all use of the Services.

11.2 Compliance with Laws

Customer shall comply with all applicable laws, regulations, ordinances, and statutes in connection with its use of the Services, including all data protection laws, anti-spam laws, accessibility laws, and industry-specific regulations (e.g., HIPAA for healthcare, GLBA for financial institutions, COPPA for children).

AI Suite Pro does not warrant that the Services are compliant with any specific industry or jurisdictional requirements. Customer is solely responsible for ensuring its use complies with applicable law.

11.3 Right to Audit Compliance

AI Suite Pro reserves the right to audit Customer's compliance with this Agreement. Upon reasonable notice, Customer shall provide AI Suite Pro with information and documentation demonstrating compliance with the terms of this Agreement.

12. Modifications and Changes to the Services

12.1 Changes to Terms of Service

AI Suite Pro may modify this Agreement or any part thereof at its discretion from time to time. The updated version will be posted on the Company/AI Suite Pro website and will become immediately effective upon posting.

For modifications that do NOT materially affect payment terms:

AI Suite Pro may make changes effective upon posting with or without prior notice.
Continued use of the Services signifies acceptance of the updated terms.
If Customer does not agree, Customer may terminate the Subscription in accordance with Section 10.1.

For modifications that DO materially affect payment terms:

AI Suite Pro will provide at least 30 days' advance written notice to Customer.
If Customer does not affirmatively decline the changes within 7 days of notice, the changes are deemed accepted.
If Customer does not accept the changes, Customer may terminate the Subscription before the changes become effective without penalty.

We recommend that Customer regularly review the current version of this Agreement on the Company/AI Suite Pro website.

12.2 Changes to Services and Features

AI Suite Pro may update, modify, enhance, or discontinue any feature or functionality of the Services at any time, with or without notice, including:

Adding new features or Agents;
Modifying existing features;
Changing the behavior or output of AI models;
Discontinuing support for specific integrations or third-party services;
Changing API endpoints or functionality.

AI Suite Pro is not obligated to notify Customer of such changes and is not liable for any consequences resulting from such modifications or discontinuances, except where doing so would violate applicable law (e.g., sudden removal of a material feature paid for by Customer).

12.3 Service Maintenance and Downtime

AI Suite Pro may perform scheduled or emergency maintenance on the Services, which may result in temporary unavailability or service interruption. AI Suite Pro will use commercially reasonable efforts to provide advance notice of scheduled maintenance and to perform maintenance during off-peak hours; however, such notice is not guaranteed.

AI Suite Pro is not liable for any downtime, data loss, or service interruption resulting from maintenance, upgrades, or emergency repairs.

13. Intellectual Property Rights

13.1 AI Suite Pro Ownership

AI Suite Pro owns and retains all right, title, and interest in and to:

The Services, including all software, code, algorithms, and technology;
All intellectual property rights in the Services;
All improvements, enhancements, modifications, and derivative works;
All trade secrets, know-how, and proprietary information related to the Services;
All AI models, machine-learning outputs, and trained models;
Services Data and aggregated, de-identified insights.

No implied licenses are granted, and any rights not expressly granted to Customer in this Agreement are reserved by AI Suite Pro.

13.2 Customer IP

Customer retains all right, title, and interest in Customer Data, including all intellectual property rights in Input and Output, except as expressly limited by this Agreement.

13.3 Use of Company Name and Logo

Customer may not use AI Suite Pro's name, logo, trademark, or service marks without AI Suite Pro's prior written consent, except as permitted by trademark law (e.g., nominative fair use in factual descriptions stating that Customer uses the Services).

14. Governing Law and Jurisdiction

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, USA, without regard to its conflict of law rules or principles. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

14.2 Special Provision for India-Based Customers

Notwithstanding Section 14.1, where AI Suite Pro enters into a written Order Form with a Customer whose registered office is located in India and that Order Form expressly designates Indian law as governing law and Indian courts as having jurisdiction, this Agreement and any dispute arising out of or relating thereto shall instead be governed by the laws of India and subject to the exclusive jurisdiction of the courts at Ahmedabad, Gujarat, India.

For all other Customers, the provisions of Section 14.1 shall apply exclusively.

14.3 Jurisdiction and Venue

Each party irrevocably consents to the exclusive jurisdiction and venue of the courts as set forth in Section 14.1 (or Section 14.2 if applicable) and waives any objection based on inconvenient forum.

15. Dispute Resolution

15.1 Informal Resolution

Before initiating any formal proceedings, the parties shall attempt to resolve any dispute informally through good-faith negotiation. Either party may initiate informal resolution by sending written notice to the other party describing the dispute, the relief sought, and a proposed resolution.

The parties shall negotiate in good faith for 30 days from receipt of such notice. If the dispute is not resolved within this period, either party may proceed to formal dispute resolution as described below.

15.2 Binding Arbitration (Optional)

At its sole discretion, AI Suite Pro may elect to resolve disputes through binding arbitration administered by the American Arbitration Association (AAA) or similar provider, rather than through court proceedings. If AI Suite Pro elects arbitration:

The arbitration shall be conducted under the AAA Commercial Arbitration Rules then in effect;
The place of arbitration shall be Newark, New Jersey (or as agreed by the parties);
The arbitrator shall apply the substantive law specified in Section 14 (Governing Law);
Each party shall bear its own costs and attorneys' fees, except as otherwise awarded by the arbitrator;
The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Each party waives any right to a jury trial in any proceeding arising out of this Agreement.

15.3 Equitable Relief

Notwithstanding the foregoing, either party may seek equitable relief (including injunction, specific performance, or other equitable remedies) in court without first pursuing arbitration, particularly to protect intellectual property rights, prevent irreparable harm, or enforce confidentiality obligations.

15.4 Attorneys' Fees and Costs

The prevailing party in any enforcement action or dispute resolution proceeding shall be entitled to recover its reasonable costs and attorneys' fees from the non-prevailing party.

16. General Provisions

16.1 Entire Agreement

This Agreement, together with any Order Form, the Privacy Policy, the Data Processing Addendum (if executed), and any other incorporated documents, constitutes the sole and entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether written or oral.

No party has relied on any representation, warranty, or agreement except as expressly set forth in this Agreement. All prior understandings and agreements are merged and integrated into this Agreement.

16.2 Amendment and Waiver

No amendment, addendum, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

16.3 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable while reflecting the intent of the parties, or if such modification is not possible, the provision shall be severed.

All remaining provisions shall remain in full force and effect. The parties expressly agree that this Agreement shall not be construed against either party as the drafter.

16.4 Assignments and Transfers

Customer shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without AI Suite Pro's prior written consent. Any such assignment, transfer, or delegation in violation of this provision is void.

For the avoidance of doubt, any merger, consolidation, reorganization, or acquisition involving Customer is deemed a transfer of rights and obligations requiring AI Suite Pro's prior written consent.

AI Suite Pro may assign or transfer any of its rights or delegate any of its obligations under this Agreement without Customer's consent. In the event of any assignment by AI Suite Pro, Customer consents to such assignment and shall cooperate with the assignee as necessary.

16.5 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind or commit the other party except as expressly set forth in this Agreement.

16.6 Notices

All notices, requests, consents, demands, and other communications under this Agreement shall be in writing and shall be deemed given:

Upon hand delivery (with written confirmation of receipt);
Upon receipt by overnight courier (with tracking and delivery confirmation);
Upon transmission by email (with confirmation of delivery to the email address on file) if sent during normal business hours of the recipient; or on the next business day if sent after normal business hours;
Five (5) business days after sending by certified mail, return receipt requested, to the address set forth below.

For Customer: to the email address or mailing address associated with Customer's account.

For AI Suite Pro:

Vertex Technologies / AI Suite Pro
Refer Contact And Support section 17.0 for contact and support related information.

Either party may update its notice address by providing written notice to the other party in accordance with this Section 16.6.

16.7 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery by electronic signature (including PDF or facsimile) shall have the same force and effect as delivery of manually executed originals.

16.8 Third-Party Beneficiaries

This Agreement is for the exclusive benefit of the parties and their permitted successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any other person or entity any legal or equitable right, benefit, or remedy under or by reason of this Agreement, except that:

Affiliates of AI Suite Pro shall be third-party beneficiaries to the indemnification obligations in Section 9.1 and may enforce those obligations in their own names.

16.9 Headings

The section headings in this Agreement are for convenience only and do not affect the interpretation or meaning of any provision.

16.10 Waiver

No waiver of any provision or breach of this Agreement shall be effective unless in writing and signed by the waiving party. A waiver of any breach shall not constitute a waiver of any other breach.

16.11 Cumulative Remedies

The rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies provided by law or in equity.

17. Contact and Support

For questions about this Agreement, customer support, or to submit notice of a dispute:

AI Suite Pro Support
Email: info@vertextechnology.com
Website: Contact Us

For legal notices:
Email: info@vertextechnology.com
Mailing Address: Vertex Technologies India: B/9, Gokul Complex, Mithakhali, Ellisbridge, Ahmedabad- 380006, Gujarat, India USA: 856 Hoes Ln West, Piscataway, NJ 08854, USA

18. Acknowledgment

BY SIGNING UP FOR, ACCESSING, OR CONTINUING TO USE THE SERVICES, CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THIS ENTIRE AGREEMENT, INCLUDING ALL DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION PROVISIONS.

Appendix A – Pricing and Plans Summary

(This Appendix references the AI Suite Pro pricing page for the most current plan details, usage limits, add-ons, and overage fees. Customers should review the then-current pricing page at the time of signup or any plan change.)

Plan Tiers (Current Offering)

Plans: Starter, Basic, Pro, Premium, Enterprise

All plans include:

Web interface for agent creation and management
Knowledge base/document integration (upload limit varies by plan)
Lead capture and qualification features (some plans may need add-ons for this)
Basic Analytics
Chat Widget and Basic Appearance Settings

(For the most up-to-date pricing and plan details, visit the AI Suite Pro pricing page https://aisuitepro.com/Pricing at the time of signup.)

Add-Ons and Overage Pricing

Additional Agent: $20/month per agent
Extra 1K Messages Per Month: $10/month
Extra Content Size 1M Extracted Character Per Month: $10/month
Powered by Removal: $20/month
Facebook Messenger Integration: $10/month per Agent
AI Leads Capture: $10/month
AI Preferences Capture: $5/month
AI Scheduling: $10/month

(For the most up-to-date pricing and plan details, visit the AI Suite Pro pricing page https://aisuitepro.com/Pricing at the time of signup.)

EFFECTIVE DATE: February 1, 2026

LAST UPDATED: February 1, 2026