Terms of Service

01Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and GeauxChat Systems LLC, a Louisiana limited liability company ("GeauxChat," "we," "our," or "us"), governing your access to and use of the GeauxChat website (geauxchat.io and any subdomains), software platforms, AI-powered tools, and professional services (collectively, the "Services").

By accessing the Services, executing a separate written Service Agreement or Statement of Work with us, or otherwise indicating your acceptance, you agree to these Terms. If a separate Service Agreement is signed between you and GeauxChat, that agreement controls in case of conflict with these Terms only as to the specific subject matter expressly addressed in that agreement.

02Description of Services

GeauxChat provides done-for-you AI automation systems and related professional services, which may include but are not limited to:

• Custom website design, development, and hosting
• AI-powered intake and lead-response systems
• Customer relationship management (CRM) configuration and automation
• Email and SMS follow-up sequences
• Industry-specific portals (such as attorney referral portals)
• Search engine optimization (SEO) content creation and management
• Google Business Profile management
• Monthly performance reporting and strategic consultation

The specific scope, deliverables, and price for your engagement will be defined in a written Service Agreement, Statement of Work, or other ordering document between you and GeauxChat.

03Eligibility & Accounts

To use our Services, you must be at least 18 years old, have the legal authority to enter into binding contracts on behalf of yourself and any business you represent, and not be barred from receiving the Services under applicable law.

If you create an account with us, you are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at info@geauxchat.org of any unauthorized use of your account.

04Payment & Billing

Fees and Charges

Our fees are described on our website or in your written Service Agreement. Unless otherwise stated, fees are quoted in U.S. dollars. Setup fees are due in full upon execution of the Service Agreement. Monthly recurring fees ("Subscription Fees") are billed in advance on the same calendar day each month, beginning on the date your Services are activated.

Payment Methods

You authorize GeauxChat to charge your designated payment method for all fees due. By providing payment information, you represent that you are authorized to use the payment method and that the information is accurate.

Late Payments

If a payment fails or is more than five (5) days past due, GeauxChat may, at its sole discretion: (a) charge a late fee of the lesser of 1.5% per month or the maximum amount permitted by law; (b) suspend or terminate Services without further notice; (c) accelerate any unpaid balance for the remainder of the current term; and (d) take any other action permitted under these Terms or applicable law.

Taxes

All fees are exclusive of any applicable sales, use, value-added, or similar taxes. You are responsible for all such taxes other than taxes based on GeauxChat's net income.

Term & Renewal

Unless your Service Agreement specifies otherwise, all Subscription Services are month-to-month and automatically renew for successive monthly terms until cancelled in accordance with these Terms.

05Refunds & Guarantees

Setup Fee Refund Guarantee

If we fail to deliver your initial system live within the timeframe specified in your Service Agreement (typically five business days from contract signing) for any reason within our control, your setup fee will be refunded in full. This guarantee does not apply to delays caused by your failure to provide required information, content, or approvals in a timely manner.

Performance Guarantee

If your AI intake system fails to respond to qualifying inbound inquiries within sixty (60) seconds during any complete calendar month, contact us within thirty (30) days of the end of that month and we will refund your monthly Subscription Fee for the affected month. This guarantee applies only to inquiries received through systems we have deployed, configured, and continuously managed; it does not apply to outages caused by third-party service providers, your modifications to the system, your failure to maintain required integrations, or events outside our reasonable control.

General Refund Policy

Except as expressly provided above or in a written Service Agreement, all fees are non-refundable. Cancellation does not entitle you to a refund of fees already paid for the current billing period.

Cancellation

You may cancel month-to-month Subscription Services at any time by providing written notice to info@geauxchat.org at least seven (7) days before your next billing date. Cancellation will take effect at the end of the current billing period.

06Client Responsibilities

To enable us to deliver Services, you agree to:

• Provide accurate, complete, and timely information, content, brand assets, and approvals as reasonably requested.
• Maintain ownership or proper licensing for all content, data, trademarks, logos, photographs, and other materials you provide to us.
• Designate a primary point of contact authorized to make decisions and provide approvals on your behalf.
• Ensure all integrations with third-party platforms (such as your CRM, calendar, payment processor, or telephony provider) remain active and properly configured.
• Comply with all applicable laws, regulations, and industry-specific rules governing your business, including but not limited to those relating to advertising, communications, consumer protection, professional licensure, and data privacy.
• Promptly notify us of any errors, inaccuracies, or compliance concerns regarding the Services.

07Intellectual Property

GeauxChat Property

GeauxChat retains all right, title, and interest in and to: (a) the GeauxChat name, logo, and brand; (b) our proprietary methods, frameworks, templates, prompt libraries, automation workflows, and underlying software; (c) any general improvements, learnings, or de-identified analytics derived from providing Services. Nothing in these Terms transfers ownership of these items to you.

Client Property

You retain all right, title, and interest in and to: (a) content, brand assets, customer lists, and proprietary information you provide to us ("Client Materials"); (b) the customer-facing deliverables expressly identified in your Service Agreement (such as your finished website design and written copy specifically created for you), upon full payment of all fees due.

License to Use Client Materials

You grant GeauxChat a non-exclusive, worldwide, royalty-free license to use, host, copy, modify, and display Client Materials solely as reasonably necessary to provide the Services and for limited internal portfolio and case-study purposes (in which case we will only display generic, non-confidential information unless you separately authorize otherwise in writing).

Feedback

If you provide feedback, suggestions, or ideas about our Services, you grant GeauxChat a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation to you.

08Confidentiality

Each party agrees to protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information of like importance, but in no event less than reasonable care. "Confidential Information" means any non-public business or technical information disclosed in connection with the Services.

Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving party; (b) was lawfully known to the receiving party before disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) must be disclosed pursuant to applicable law, provided the receiving party gives prompt notice to the disclosing party where legally permitted.

09Data & Privacy

Our collection and use of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the data practices described in the Privacy Policy.

You are responsible for ensuring that any data you transmit to us, or that flows through systems we configure for you, is collected and processed in compliance with applicable law, including providing required notices and obtaining required consents from your customers and end users.

10Third-Party Services

The Services may integrate with or rely upon third-party platforms, software, or services, including but not limited to GoHighLevel, Twilio, OpenAI, Anthropic, Google, Mailgun, Stripe, and Calendly. GeauxChat is not responsible for the availability, accuracy, or performance of any third-party service. Your use of any third-party service is governed by that provider's own terms and policies.

Some third-party services may pass through fees or rate-limit usage. If a third-party service materially changes its pricing, terms, or availability in a way that affects our delivery of Services, we may, with reasonable notice, modify the affected Service or pass through additional costs.

11Prohibited Uses

You agree not to use the Services to:

• Violate any applicable law, regulation, or third-party right.
• Send unsolicited bulk communications (spam) or content that violates the CAN-SPAM Act, TCPA, or similar laws.
• Distribute malware, viruses, or other harmful code.
• Engage in fraud, deceptive practices, or harassment.
• Infringe the intellectual property, privacy, or publicity rights of any person.
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity.
• Reverse engineer, decompile, or attempt to extract the source code of our software.
• Use the Services in any manner that could damage, disable, overburden, or impair our systems or interfere with other users' use of the Services.
• Resell, sublicense, or redistribute the Services to third parties without our prior written consent.

12Warranties & Disclaimers

GeauxChat will perform the Services in a professional and workmanlike manner consistent with industry standards.

We do not warrant that the Services will be uninterrupted, error-free, or completely secure, that defects will be corrected, or that the Services will produce specific business outcomes such as a particular volume of leads, conversion rate, or revenue.

13Limitation of Liability

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. Nothing in these Terms limits liability that cannot be limited under applicable law.

14Indemnification

You agree to defend, indemnify, and hold harmless GeauxChat, its affiliates, and their respective officers, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any law or third-party right; (d) any content or materials you provide; or (e) your business operations, products, or services.

15Termination

Termination by You

You may terminate your subscription at any time as described in Section 5 (Cancellation).

Termination by GeauxChat

We may suspend or terminate your access to the Services immediately, with or without notice, if: (a) you fail to pay any amount when due; (b) you materially breach these Terms; (c) we are required to do so by law; or (d) we determine in our reasonable discretion that your continued use poses a risk to GeauxChat, our other clients, or third parties.

Effect of Termination

Upon termination, your right to access the Services ends. We will, upon written request received within thirty (30) days of termination, provide you with a reasonable export of Client Materials in a commonly used format. Sections of these Terms that by their nature should survive termination will survive, including provisions on intellectual property, confidentiality, payment obligations, warranties, limitation of liability, indemnification, and dispute resolution.

16Dispute Resolution

Informal Resolution

Before filing any claim, the parties agree to attempt to resolve the dispute informally by sending a written notice describing the dispute to info@geauxchat.org. The parties will negotiate in good faith for at least thirty (30) days before initiating formal proceedings.

Binding Arbitration

Except for claims that may be brought in small claims court or claims for injunctive relief related to intellectual property, any dispute arising out of or relating to these Terms or the Services that cannot be resolved informally will be resolved through final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted in Orleans Parish, Louisiana, in the English language, before a single arbitrator. The arbitrator's award will be final and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver

You and GeauxChat agree that any dispute will be resolved on an individual basis. You waive any right to participate in a class action, class-wide arbitration, or representative proceeding.

17Governing Law

These Terms are governed by the laws of the State of Louisiana, without regard to its conflict of laws principles. Subject to the arbitration provisions above, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Orleans Parish, Louisiana, for any matter not subject to arbitration.

18Modifications

We may modify these Terms at any time by posting the updated Terms on our website and updating the "Last updated" date. Material changes will be communicated via email to the address associated with your account, where applicable, at least fifteen (15) days before they take effect. Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree to the changes, your sole remedy is to stop using the Services and cancel your subscription as described above.

19General Provisions

Entire Agreement

These Terms, together with the Privacy Policy and any written Service Agreement signed between you and GeauxChat, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements, communications, or understandings.

Severability

If any provision of these Terms is held to be unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

No Waiver

Failure by either party to enforce any provision of these Terms is not a waiver of that provision or any other provision.

Assignment

You may not assign these Terms or any rights or obligations hereunder without GeauxChat's prior written consent. GeauxChat may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets without your consent.

Force Majeure

Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, governmental action, internet or telecommunications failures, or third-party service outages.

Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

Notices

Notices to GeauxChat must be sent to info@geauxchat.org. Notices to you may be sent to the email address associated with your account or, if none, posted on our website.

20Contact