Terms of Service

These Terms of Service (this "Agreement") constitute a legally binding contract between Core Enterprise LLC, a Florida limited liability company doing business as NeuralDesk (the "Company," "we," "us," or "our"), and the individual or legal entity that accesses or uses the Company's services ("Client," "you," or "your").

By (a) accessing or using the Company's website at www.neuraldesk.us; (b) executing an Order Form, Statement of Work, or other service agreement that references this Agreement; (c) submitting a demo request, contact form, or onboarding application; or (d) using or receiving any of the Company's services — you represent that you have read, understood, and agree to be legally bound by this Agreement in its entirety.

If you are entering into this Agreement on behalf of a corporation, limited liability company, partnership, or other legal entity, you represent and warrant that you have full authority to bind that entity. If you lack such authority, or if you do not agree with any provision, you must immediately cease use of the Company's website and services.

The Company reserves the right to modify this Agreement at any time. For material changes, we will provide notice via email to the address on file or by posting a prominent notice on our website at least fourteen (14) days before the change takes effect. Continued use after the effective date constitutes acceptance.

This Agreement incorporates by reference: (a) our Privacy Policy; (b) our Acceptable Use Policy; (c) any executed Order Form, Statement of Work ("SOW"), or service-specific addendum; and (d) any other policy or exhibit expressly incorporated herein. In the event of conflict, this Agreement controls unless the incorporated document expressly states otherwise.

Means this Terms of Service, including all incorporated policies, addenda, Order Forms, and SOWs.

Means all products, services, platforms, and deliverables provided by the Company, including AI-powered inbound and outbound call automation, lead capture, appointment scheduling, CRM and calendar integration, website development and maintenance, mobile application development, SEO, Google Ads / PPC management, social media marketing, AI business automation, and any related consulting, onboarding, training, or support services.

The artificial intelligence-powered automated telephone system operated by the Company on behalf of Client to conduct inbound and/or outbound telephone calls, qualify leads, schedule appointments, capture data, and perform related functions.

A written document, signed or electronically accepted by authorized representatives of both parties, specifying the Services to be provided, applicable Fees, Subscription Period, and any service-specific terms.

A written document setting forth specific deliverables, milestones, timelines, and responsibilities for a defined project or engagement.

All amounts due and payable by Client to the Company for Services as specified in the applicable Order Form.

The duration during which Client is entitled to access and receive recurring Services, as specified in the applicable Order Form.

All data, content, contact lists, call recordings, transcripts, intellectual property, and other information provided by Client to the Company or collected on Client's behalf through the use of the Services.

Client's customers, patients, prospects, leads, and other individuals who interact with the AI Voice Agent or whose information is processed in connection with the Services.

Any non-public information disclosed by one party to the other in connection with this Agreement.

All patents, copyrights, trademarks, trade secrets, moral rights, rights of publicity, database rights, and all other intellectual property rights worldwide.

Any deliverable produced by the Company specifically for Client under an Order Form or SOW.

"Protected Health Information" as defined under HIPAA, as amended.

Any supplemental agreement governing specific services or compliance obligations, including TCPA Compliance Addendum, BAA, and DPA.

The Company will provide the Services described in the applicable Order Form or SOW, which will specify Services to be delivered, Subscription Period or project timeline, applicable Fees, Client-specific configurations, and applicable Addenda.

For AI call automation, the Company will configure, operate, and maintain AI Voice Agents on Client's behalf — integrating with Client's designated CRM and calendar, delivering call recordings/transcriptions/summaries, handling inbound and/or outbound calls within plan limits, and using commercially reasonable efforts to maintain availability at or above 99.9% (excluding scheduled maintenance, third-party platform outages, and force majeure).

For website development, SEO, Google Ads, social media marketing, mobile app development, and related services, the Company will deliver the specific services and deliverables described in the applicable Order Form or SOW. Client is responsible for providing required content, brand assets, login credentials, account access, and timely approvals. The Company makes no guarantee of specific search engine rankings, advertising impressions, click-through rates, revenue, or other performance metrics.

Any material change to scope requires written agreement by both parties through an amended Order Form or signed change order.

The Company may engage qualified subcontractors without Client's prior consent, provided the Company remains responsible for their acts and omissions and they are bound by confidentiality and data protection obligations at least as protective as those in this Agreement.

The Company is not responsible for the availability, performance, pricing changes, policy modifications, or discontinuation of third-party services (telephony, CRM, calendar, advertising networks, cloud infrastructure).

The Company may offer features designated as beta, preview, or early access. Such services are provided "as is" without warranty of any kind.

All Fees are stated in U.S. dollars and are non-refundable except as expressly provided in this Agreement or required by applicable law.

One-time setup fees are due and payable upon execution of the Order Form or commencement of onboarding, whichever is earlier. Setup fees are non-refundable once onboarding has commenced.

Recurring subscription Fees are billed in advance. Subscription Fees are non-refundable for any partial billing period. Annual subscriptions paid in full are non-refundable after the first thirty (30) days.

Overage charges apply at the per-unit rates set forth in the Order Form, billed monthly in arrears and due within fifteen (15) days of invoice.

The Company reserves the right to adjust recurring Fees upon thirty (30) days' advance written notice. If Client objects to a price increase, Client may terminate the affected Order Form by providing written notice before the change takes effect, without early termination penalty.

The Company will invoice electronically. Payment is due within fifteen (15) days of the invoice date. Client authorizes the Company to charge the payment method on file.

Past-due invoices accrue interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by Florida law, whichever is lower.

If undisputed amounts remain unpaid for more than fifteen (15) days, the Company may suspend Services upon three (3) business days' written notice. Suspension does not relieve Client of payment obligations.

Fees do not include applicable taxes. Client is responsible for all such taxes, excluding taxes based solely on the Company's net income.

Client must notify the Company in writing of any disputed invoice within fifteen (15) days, specifying the basis for the dispute. Failure to dispute within this period constitutes acceptance.

If the Company refers an account to collections or retains legal counsel, Client agrees to reimburse the Company for reasonable costs, including attorney's fees and court costs.

Client agrees to: (a) provide accurate, complete, and current information; (b) promptly review deliverables and supply required materials; (c) maintain valid third-party platform accounts; (d) designate a primary authorized contact; (e) notify the Company of material changes; and (f) comply with all applicable law.

Client represents and warrants that: (a) it has full legal authority to enter into this Agreement; (b) Client Data and use of the Services do not infringe third-party rights or violate applicable law; (c) all contact lists used for outbound AI Voice Agent calls have been lawfully obtained and individuals have provided required consent under applicable law including TCPA; (d) Client will not use the Services to harass, threaten, defraud, defame, or engage in unlawful communications; (e) Client will not provide PHI without first executing a BAA; (f) all information provided regarding Client's identity and intended use is accurate.

Client shall not, and shall not permit any third party to: (a) transmit unsolicited communications in violation of CAN-SPAM, TCPA, or similar laws; (b) probe, scan, or test the vulnerability of Company systems; (c) reverse engineer, decompile, or attempt to derive source code from Company AI systems; (d) resell, sublicense, or white-label the Services without prior written consent; (e) use the Services for illegal, deceptive, defamatory, discriminatory, or harmful purposes; (f) contact individuals on the National DNC Registry without legally sufficient consent; (g) use false caller ID; (h) upload viruses or malicious code; or (i) interfere with the integrity or availability of the Services.

Client is solely responsible for all call scripts, prompts, marketing content, and instructions provided to the Company. The Company configures Services based on Client's instructions and is not responsible for the accuracy, legality, or appropriateness of Client-provided content.

The Company exclusively owns all right, title, and interest in the Services, software, AI models, machine learning algorithms, voice processing technologies, templates, frameworks, tools, APIs, and all improvements (collectively, "Company IP").

Subject to compliance and timely payment, the Company grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for Client's internal business purposes during the Subscription Period.

Client retains all right, title, and interest in Client Data. Client grants the Company a non-exclusive, worldwide, royalty-free license to access, use, process, transmit, store, and display Client Data solely to provide the Services and comply with applicable law.

Unless expressly stated otherwise, Work Product created using Company IP remains the property of the Company and is licensed to Client on a non-exclusive basis. "Work for hire" rate Work Product is assigned to Client upon full payment. The Company retains exclusive ownership of all pre-existing IP, tools, frameworks, libraries, AI models, and components incorporated into any deliverable.

Client grants the Company a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and commercialize any Feedback.

The Company may use aggregated, de-identified, and anonymized data derived from Client Data for analytics, product improvement, and benchmarking, provided such data cannot identify Client or any End User.

Unless Client expressly objects in writing prior to engagement, the Company may include Client's name, logo, and a general description of Services in its portfolio and marketing materials. The Company will not disclose confidential business metrics without Client's written approval.

Each party will hold the other's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own (no less than reasonable care), limit access to those with need-to-know, and use it solely to perform or receive the Services.

Confidentiality obligations do not apply to information that: (a) is publicly available through no fault of the Receiving Party; (b) was already known prior to disclosure; (c) is independently developed; (d) is received from a third party without restriction; or (e) is required to be disclosed by law (with prompt notice and cooperation in seeking a protective order).

Confidentiality obligations survive termination for five (5) years; trade secrets are protected indefinitely.

Breach may cause irreparable harm; each party may seek emergency injunctive relief without posting a bond.

The Company's collection and use of personal information is governed by the Privacy Policy, incorporated herein by reference. In the event of conflict, this Agreement controls.

The Company maintains a written information security program including encryption in transit (TLS 1.2+) and at rest, role-based access controls, multi-factor authentication for administrative access, intrusion detection and monitoring, and periodic security assessments.

Client acknowledges that all calls handled by the AI Voice Agent may be automatically recorded and transcribed; Client is solely responsible for ensuring legally required disclosures under federal and state law (including all-party consent statutes in California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Oregon, Pennsylvania, and Washington); the Company's standard configuration includes an opening recording disclosure; modification or removal of the standard disclosure is at Client's sole legal risk; and the Company is not liable for recording consent violations arising from Client's instructions.

If Client intends to direct the Company to receive, process, transmit, or store PHI, Client must execute a BAA with the Company prior to commencement. The Company will refuse to knowingly accept PHI without an executed BAA. Client indemnifies the Company against all claims arising from unauthorized PHI transmission.

The Company will notify Client within seventy-two (72) hours of confirming a security breach involving Client Data, to the extent required by law, and will cooperate in good faith to investigate and mitigate the breach.

Upon termination: (a) the Company retains Client Data for ninety (90) days for one-time export; (b) thereafter, deletes or anonymizes Client Data, except as legally required to retain; (c) provides written certification of deletion upon request. Call recordings may be retained longer as required by law or specified in the Order Form.

The Company warrants that it has the legal authority to enter into this Agreement, will perform the Services in a professional and workmanlike manner consistent with industry standards, will comply with applicable law, and that to its knowledge the Services do not infringe valid third-party IP rights.

Except as expressly set forth in Section 9.1, the Services and all Work Product are provided "as is" and "as available" without warranty of any kind. The Company expressly disclaims all other warranties, express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, or warranties arising from course of dealing.

The Company does not warrant or guarantee any specific business outcomes, revenue uplift, return on investment, search engine rankings, advertising performance, lead volume, call conversion rates, appointment rates, or any other performance metrics. All projections, case studies, or illustrative results are for informational purposes only.

AI voice and language technologies are inherently imperfect. AI Voice Agents may produce errors, misunderstandings, incorrect responses, or unexpected behaviors. Client is responsible for reviewing configurations and testing them before live deployment.

The Company makes no warranty regarding the availability, performance, security, or suitability of any third-party platforms, integrations, or services.

To the maximum extent permitted by applicable law, in no event will either party be liable to the other for any indirect, incidental, special, exemplary, punitive, or consequential damages — including loss of profits, revenue, business opportunity, data, goodwill, or business interruption — regardless of the theory of liability and regardless of whether such party has been advised of the possibility of such damages.

Except for: (a) Client's payment obligations; (b) either party's indemnification obligations; (c) damages arising from fraud, gross negligence, or willful misconduct; and (d) breach of Section 7 (Confidentiality) or Section 8.4 (HIPAA) — each party's total cumulative liability shall not exceed the total Fees actually paid by Client in the three (3) calendar months immediately preceding the event giving rise to the claim.

The limitations of liability reflect a reasonable allocation of risk between commercially sophisticated parties and constitute an essential element of the basis of the bargain. They apply notwithstanding any failure of essential purpose of any limited remedy.

The Company is not liable for claims arising from acts or omissions of third-party platforms, telecommunication providers, CRM systems, calendar services, payment processors, or other third-party services.

Client agrees to indemnify, defend, and hold harmless the Company and its members, managers, officers, employees, agents, and subcontractors from third-party claims arising from: (a) breach of any representation, warranty, or obligation; (b) violation of applicable law (TCPA, CAN-SPAM, HIPAA, state telemarketing laws, recording statutes, consumer protection laws); (c) End User claims arising from the content or recipients of AI Voice Agent calls; (d) failure to obtain required consents; (e) Client Data infringement, defamation, or privacy violations; (f) misuse of the Services; or (g) gross negligence or willful misconduct.

The Company will indemnify Client against any third-party IP infringement claim alleging that the Company's proprietary technology, as delivered and used strictly per this Agreement, infringes a valid U.S. patent, copyright, or registered trademark — provided Client (a) gives prompt written notice; (b) grants the Company sole control of defense and settlement; and (c) provides reasonable cooperation. Excluded: claims arising from Client modification, combination with non-Company products, or continued use after the Company has provided an alternative.

The indemnifying party will assume defense at its own expense. The indemnified party may participate with its own counsel at its own expense. The indemnifying party will not settle in a manner that imposes financial obligation, includes admission of liability, or restricts the indemnified party's future conduct without prior written consent.

This Agreement begins on the Effective Date — the earlier of (a) Client's acceptance, (b) execution of an Order Form, or (c) first use — and continues until terminated.

Subscriptions auto-renew for successive periods equal to the initial Subscription Period unless either party provides written notice of non-renewal at least thirty (30) days before expiration.

Either party may terminate at any time on at least thirty (30) days' advance written notice. No refunds will be issued for prepaid Fees.

Either party may terminate immediately upon written notice if the other party materially breaches and (a) the breach is incapable of cure or (b) fails to substantially cure within fifteen (15) days of written notice. Repeated breaches may be treated as material, incurable breach.

Either party may terminate immediately on written notice if the other becomes insolvent, makes a general assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy not dismissed within sixty (60) days, or ceases ordinary business.

The Company may terminate immediately, without notice or cure period and without liability, if the Company reasonably determines that Client is using the Services in violation of TCPA, CAN-SPAM, HIPAA, or other law in a manner exposing the Company to material liability, that an enforcement action has been initiated or credibly threatened, or that continuing service would constitute facilitation of unlawful conduct.

Upon termination: (a) all licenses terminate; (b) Client ceases all use of the Services and Company IP; (c) accrued Fees become immediately due; (d) Confidential Information is returned or certifiably destroyed; (e) Client Data is handled per Section 8.6; and (f) compliance is confirmed in writing on request. Surviving sections: 2, 4 (accrued amounts), 6, 7, 8.4–8.6, 9, 10, 11, 13, and 14.

Before any formal proceeding, the parties agree to attempt to resolve disputes informally. Designated representatives will negotiate in good faith for thirty (30) days following written notice (the "Informal Resolution Period").

Disputes not resolved during the Informal Resolution Period shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single neutral arbitrator with expertise in commercial technology agreements. Seat: Pinellas County, Florida. Language: English. Parties bear their own costs and fees in arbitration; the arbitrator may award reasonable attorney's fees in the event of frivolous claims or defenses.

Either party may seek emergency injunctive relief from a court of competent jurisdiction to prevent irreparable harm. Either party may also bring small-claims-jurisdiction claims, provided not part of a class or representative action.

To the fullest extent permitted by law, each party irrevocably waives any right to initiate or participate in any class action, collective action, class arbitration, representative action, or consolidated proceeding. All claims must be brought individually.

This Agreement is governed by Florida law, without regard to conflict-of-law rules. For any non-arbitrable dispute, each party submits to exclusive personal jurisdiction in state and federal courts located in Pinellas County, Florida.

The prevailing party is entitled to recover reasonable attorney's fees, expert witness fees, and court costs.

This Agreement, with all Order Forms, SOWs, and Addenda, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings.

Except for Section 1.4, no amendment is binding unless in writing and signed by both parties. No purchase order, vendor form, or other Client-issued document modifies this Agreement.

No failure or delay in exercising any right operates as a waiver. A waiver of any breach is not a waiver of any subsequent breach.

If any provision is held invalid, it will be modified to the minimum extent necessary to be valid and enforceable; the remainder continues in full force.

Client may not assign without the Company's prior written consent. The Company may freely assign in connection with a merger, acquisition, or sale of all or substantially all of its assets or equity. Any prohibited assignment by Client is void ab initio.

All formal legal notices must be in writing and delivered by email with read receipt or written acknowledgment, nationally recognized overnight courier with tracking, or certified U.S. mail return receipt requested. Notices to the Company: Core Enterprise LLC d/b/a NeuralDesk, Attn: Legal/Compliance, 7901 4th St N, STE 300, St. Petersburg, FL 33702, Email: info@neuraldesk.us. Operational communications may be made through standard support channels.

Neither party is liable for delay or failure resulting from causes beyond reasonable control. The affected party will promptly notify, mitigate, and resume performance. If a Force Majeure Event prevents performance for more than sixty (60) consecutive days, either party may terminate the affected Order Form without penalty.

The parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise, or employment relationship.

This Agreement is solely for the benefit of the parties and their permitted successors and assigns.

Electronic signatures (DocuSign, HelloSign, Adobe Acrobat Sign, or similar) are valid, enforceable, and legally binding under the E-SIGN Act (15 U.S.C. § 7001 et seq.) and applicable state law.

This Agreement may be executed in counterparts, each deemed an original.

This Agreement has been reviewed and negotiated by sophisticated parties and shall not be construed more strictly against either as the drafter. "Including" means "including without limitation." Headings are for convenience only.

Client will not export, re-export, or transfer the Services or related technical data in violation of U.S. export control laws, including EAR and OFAC sanctions programs.