Okay, here is a template for a Terms of Service agreement tailored to your business model of selling missed call text back agents to SMB and Mid-size businesses.
Important Disclaimer:
I am an AI and cannot provide legal advice. This template is for informational purposes only and may not be suitable for all situations. You
must
consult with a qualified legal professional to ensure your Terms of Service are complete, accurate, and legally binding, and that they comply with all applicable laws and regulations in your jurisdiction and the jurisdictions of your clients.
Be sure to replace the bracketed placeholders like
Reid AI
,
reidai.org
,
,
06/04/2025
, etc., with your specific information.
Last Updated: 06/04/2025
Welcome to ReidAI! These Terms of Service ("Terms," "ToS") govern your access to and use of our missed call text back agent services, our website ReidAI (the "Site"), and any related software, applications, and services (collectively, the "Service") provided by ReidAI("we," "us," "our").
By registering for, accessing, or using our Service, you ("Client," "you," "your") agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, do not use our Service.
If you are using the Service on behalf of an organization or entity ("Organization"), then you are agreeing to these Terms on behalf of that Organization, and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, "Client," "you," and "your"
refer to that Organization.
[Your Company Name] provides a Service that enables businesses to automatically send pre-configured text messages to phone numbers from which they have missed calls. The Service may include features for message customization, scheduling, and reporting, as further described on our Site.
Account Creation: To use the Service, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.Account Security: You are responsible for safeguarding your account password and for any activities or actions under your account, whether or not you have authorized such activities or actions. You agree to notify us immediately of any unauthorized use of your account. We are not liable for any loss or damage arising from your failure to comply with these security obligations.Authorized Users: If applicable, you are responsible for all activity occurring under your user accounts and shall abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with your use of the Service.
Lawful Use: You agree to use the Service in compliance with all applicable laws, rules, and regulations, including but not limited to those related to telemarketing, anti-spam, privacy, and data protection. This includes, without limitation, the Telephone Consumer Protection Act (TCPA) in the United States, Canada's Anti-Spam Legislation (CASL), the General Data Protection Regulation (GDPR) in Europe, and other similar laws.Consent for Text Messages: You are solely responsible for obtaining all necessary and legally required consents from your customers and any recipients ("End-Users") before sending them any text messages using our Service. You represent and warrant that you have obtained explicit, verifiable consent from each End-User to receive communications from you via text message, as required by applicable law. You understand that our Service facilitates the sending of messages, but the obligation to ensure consent rests entirely with you.Message Content: You are solely responsible for the content of all text messages sent through the Service. You agree not to send messages that are unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable, or that could give rise to civil liability or otherwise violate any applicable law or regulation. You also agree not to send messages that infringe upon the intellectual property rights of third parties.Opt-Out Mechanisms: You must provide a clear and conspicuous method for End-Users to opt-out of receiving future text messages from you (e.g., by replying "STOP"), and you must honor such opt-out requests promptly, as required by law. Our Service may provide tools to assist with managing opt-outs, but you remain responsible for compliance.Data Accuracy: You are responsible for the accuracy, quality, and legality of the phone numbers and any other data you provide or that is processed through the Service on your behalf.Prohibited Uses: You shall not use the Service to: (i) send unsolicited commercial messages (spam); (ii) engage in any fraudulent, deceptive, or misleading practices; (iii) collect or harvest personal information without consent; (iv) transmit any material that contains viruses, trojan horses, worms, or any other malicious software; or (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein.
Fees: You agree to pay all fees specified in your selected service plan or order form ("Fees"). Fees are based on the services purchased and not actual usage (unless otherwise specified). Payment obligations are non-cancelable, and fees paid are non-refundable, except as expressly stated in these Terms.Payment: You will provide reidai with valid and updated credit card information or another form of payment acceptable to reidai. If you provide credit card information, you authorize us to charge such credit card for all Services listed in the order form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable order form.Billing Cycle: The billing cycle will be indicated on your order form or service plan. Unless otherwise stated, Fees are due [e.g., monthly, annually] in advance.Overdue Charges: If any invoiced amount is not received by us by the due date, then without limiting our rights or remedies, (a) those charges may accrue late interest at the rate of [e.g., 1.5%] of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) we may condition future subscription renewals and order forms on payment terms shorter than those specified in your order form.Suspension of Service and Acceleration: If any amount owing by you under this or any other agreement for our services is [e.g., 30] or more days overdue, we may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend our services to you until such amounts are paid in full.Taxes: Our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
Our Intellectual Property: We own all right, title, and interest in and to the Service, the Site, and all related software, technology, documentation, and our trademarks, logos, and brand features (collectively, "Our IP"). These Terms do not grant you any rights to Our IP except for the limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business purposes and in accordance with these Terms.Your Content and Data: You retain all ownership rights in and to the content and data you provide or transmit through the Service, including End-User phone numbers and message content ("Your Content"). You grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify (for formatting purposes), transmit, and display Your Content solely as necessary to provide and improve the Service for you.Feedback: If you provide us with any suggestions, ideas, feedback, or recommendations regarding the Service ("Feedback"), we will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as we see fit, without any obligation or restriction of any kind to you.
"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably
should be understood to be confidential given the nature of the information and the circumstances of disclosure. Our Confidential Information
includes the Service and its non-public features. Your Confidential Information includes Your Content.
The Receiving Party will use the
same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (ii) except as otherwise authorized by the Disclosing Party in
writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections
no less stringent than those herein.
This Confidentiality section is further subject to our Privacy Policy.
Term: These Terms commence on the date you first accept them and continue for the duration of your subscription term or as long as you use the Service. Subscription terms will automatically renew for additional periods equal to the expiring subscription term unless either party gives the other notice of non-renewal at least [e.g., 30] days before the end of the relevant subscription term.Termination for Cause: Either party may terminate these Terms for cause: (i) upon [e.g., 30] days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.Termination by Us: We may also terminate these Terms or suspend your access to the Service immediately, without prior notice or liability, if you breach any of the provisions of these Terms, particularly those related to lawful use and Client obligations (Section 3).Effect of Termination: Upon termination or expiration of these Terms: (a) all rights granted to you hereunder will immediately cease; (b) you must immediately cease all use of the Service; (c) you must pay any unpaid Fees owed to us; (d) upon request, each party will return or destroy all Confidential Information of the other party. Sections 3, 4 (for unpaid fees), 5, 6, 7(d), 8, 9, 10, 11, and 13 will survive any termination or expiration of these Terms.Data Handling Post-Termination: Upon termination, we will have no obligation to maintain or provide Your Content and may thereafter delete or destroy all copies of Your Content in our systems or otherwise in our possession or control, unless legally prohibited.
THE SERVICE AND THE SITE ARE PROVIDED
"AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS,
THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.
WE MAKE NO WARRANTY REGARDING THE RELIABILITY, ACCURACY, OR COMPLETENESS OF ANY INFORMATION OBTAINED THROUGH THE SERVICE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL [YOUR COMPANY NAME],
ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS 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 WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE.
OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO US FOR THE SERVICE DURING THE [E.G.,
TWELVE (12) MONTHS] IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You agree to defend, indemnify, and hold harmless reidai, its affiliates, licensors, and service providers, and its and their respective
officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages,
judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms;
(b) Your Content; (c)
your use of the Service, including, but not limited to, any use of the Service's content, services, and products other than as expressly authorized in these Terms;
(d) your violation of any applicable laws, rules, or regulations, particularly those related to telecommunications, anti-spam, and data privacy (including, without limitation, TCPA, CASL, GDPR); or (e) your failure to obtain necessary consents from End-Users for sending text messages.
Governing Law: These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of , "the Province of Ontario"] and the federal laws of [ "Canada"] applicable therein, without giving effect to any choice or conflict of law provision or rule.Dispute Resolution: [Choose one or combine, consult with lawyer:Option 1 (Arbitration): Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in "Toronto, Ontario" before one arbitrator. The arbitration shall be administered by [Name of Arbitration Body, e.g., "ADR Institute of Canada"] pursuant to its [Applicable Rules, e.g., "Arbitration Rules"]. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.Option 2 (Court Litigation): Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Service shall be instituted exclusively in the federal courts of Canada or the courts of Ontario located in Toronto, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country.]Waiver of Jury Trial and Class Action: YOU AND REID AI WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY (OTHER THAN SMALL CLAIMS COURT AS APPLICABLE). YOU AND REID AI ARE INSTEAD ELECTING TO HAVE CLAIMS AND DISPUTES RESOLVED BY ARBITRATION. FURTHER, YOU AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. (This clause is more relevant if you chose arbitration).
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material,
we will provide at least [e.g., 30] days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
Entire Agreement: These Terms, together with our Privacy Policy and any order forms or addenda incorporated herein, constitute the entire agreement between you and [Your Company Name] regarding the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Service.Severability: If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.Waiver: No waiver by [Your Company Name] of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of [Your Company Name] to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.Assignment: You may not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. We may assign our rights or delegate our obligations under these Terms without condition. These Terms are binding upon and will inure to the benefit of the parties and their respective permitted successors and assigns.Notices: All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the parties at the addresses set forth on the Order Form (or to such other address that may be designated by the party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid).Force Majeure: We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities, terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.