KOXERA – TERMS OF USE

KOXERA LLC

TERMS OF USE & SERVICE AGREEMENT

Version 1.1 | Last Updated: April 2026

Chandler, Arizona | support@koxera.com | koxera.com

These Terms of Use and Service Agreement (“Agreement”) govern your access to and use of the services provided by KOXERA LLC (“KOXERA”, “we”, “us”, or “our”), a technology services firm registered in Chandler, Arizona. By engaging KOXERA services, signing a Scope of Work, or making any payment, you (“Client”) agree to be bound by these Terms in their entirety.

Please read this Agreement carefully. If you do not agree to these Terms, do not proceed with any service engagement. All Clients are required to acknowledge acceptance of these Terms by signing the applicable Scope of Work, which will reference this Agreement explicitly.

1. Services

1.1 Service Delivery

KOXERA provides technology services including but not limited to AI chatbot deployment, AI voice agent setup, CRM implementation, Microsoft 365 licensing and management, workflow automation, and Technical AI SEO Management (“Services”). The specific scope of Services for each engagement is defined in a separate Scope of Work (“SOW”) agreed upon between KOXERA and Client. In the event of any conflict between these Terms and the SOW, the SOW prevails with respect to scope and deliverables.

1.2 Third-Party Platforms

KOXERA Services are delivered using third-party platforms including GoHighLevel, Microsoft 365, Make.com, n8n, Vtiger and others (“Third-Party Platforms”). Client acknowledges and agrees that:

Pricing, features and availability of Third-Party Platforms are subject to change by their respective providers at any time
KOXERA will provide reasonable notice of any material changes to Third-Party Platforms that affect Client services
KOXERA is not responsible for outages, changes, or discontinuation of Third-Party Platforms
Client data stored on Third-Party Platforms is subject to those platforms’ own terms of service and privacy policies
KOXERA will make commercially reasonable efforts to migrate or adapt services in the event of material Third-Party Platform changes

1.3 Service Scope Limitations

Each service tier and add-on includes defined scope boundaries as follows:

Workflow automations are defined as up to 3 trigger/action steps and 2 app integrations per automation. Complex multi-system, multi-branch, or enterprise-grade workflows require separate scoping and pricing
Chatbot training includes up to 50 FAQs and 1 knowledge base document per engagement. Additional training sessions available at the current add-on rate
Technical AI SEO Management includes up to 2 content pieces per month. Additional content available at the current per-piece rate
Scale plan CRM migration includes up to 2,500 existing contact records. Larger migrations or complex data cleaning require separate scoping
Voice AI minutes are calculated on a calendar month basis and do not roll over to subsequent months
Additional usage beyond included allowances is billed at the stated overage rates in effect at time of use

Any work outside the defined scope requires written approval before commencement. Scope changes are billed at KOXERA’s current rates. Current rates are published at koxera.com/pricing. KOXERA will provide 30 days written notice of any rate changes to active Clients.

1.4 Warranty Disclaimer

KOXERA provides all Services “as is” and “as available.” To the maximum extent permitted by applicable law, KOXERA disclaims all warranties express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. KOXERA does not warrant that Services will be error-free, uninterrupted, or that any specific results will be achieved.

2. Onboarding & Go-Live Timeline

2.1 The 30 Business Day Commitment

KOXERA commits to delivering services within 30 business days (“Go-Live Commitment”) subject to the conditions set out in this Section. For the purposes of this Agreement, “business day” means Monday through Friday, 8:00am to 7:00pm Mountain Standard Time (MST), excluding US federal public holidays.

2.2 Onboarding Checklist

The 30 business day timeline begins upon receipt of the completed onboarding checklist, which requires all of the following:

Administrative access to all relevant existing platforms and tools
Approved brand assets including logo, brand colours and tone of voice guidelines
Signed Scope of Work document
Setup fee paid in full
Designated client point of contact for approvals and feedback

The Go-Live Commitment timeline does not commence until all checklist items have been received by KOXERA. Partial receipt does not start the clock.

2.3 Client Delays

Delays caused by late delivery of required materials, approvals, feedback, or credentials by Client will extend the Go-Live timeline accordingly and do not constitute a breach of KOXERA’s service commitment. KOXERA will notify Client promptly of any delay caused by outstanding Client obligations.

2.4 KOXERA Remedy

If KOXERA misses the Go-Live Commitment for any reason attributable solely to KOXERA, the Client’s first month of service following go-live will be provided at no charge. This remedy constitutes Client’s sole and exclusive remedy for delayed delivery and does not apply where delays are caused by Client, third-party platform issues, or circumstances beyond KOXERA’s reasonable control.

3. Fees & Payment

3.1 Setup Fees

Setup fees are due in full upon signing of the Scope of Work and prior to commencement of onboarding. Setup fees are non-refundable once onboarding has commenced, except where KOXERA materially fails to deliver services and fails to cure such failure within 30 days of written notice from Client. “Commencement of onboarding” is defined as KOXERA beginning any configuration, build, or setup work on behalf of Client.

3.2 Monthly Retainers

Monthly retainer fees are due on the first business day of each calendar month. Monthly plans may be cancelled with 30 days written notice to support@koxera.com. The monthly retainer for the notice period remains due and payable in full.

Client must notify KOXERA in writing of any invoice dispute within 7 days of receipt. Undisputed portions of invoices remain due on the original due date. KOXERA and Client will work in good faith to resolve disputes within 14 business days of the written dispute notice.

3.3 Annual Plans

Annual plans are billed upfront for 11 months and include 12 months of service. Annual plans are non-refundable once commenced, except where KOXERA materially fails to deliver services and fails to cure such failure within 30 days of written notice. Annual plans may be transferred to a different KOXERA service tier with 30 days written notice. Annual plan renewals are subject to pricing in effect at the time of renewal.

3.4 Late Payment

Invoices unpaid after 14 days from due date may incur a late fee of 1.5% per month (18% per annum) or $50, whichever is greater, on the outstanding balance. KOXERA reserves the right to suspend services for accounts more than 30 days past due until outstanding balances are settled in full. In any proceeding to collect outstanding fees, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.

3.5 Microsoft 365 Licensing

Microsoft 365 licenses are provisioned within the Client’s own Microsoft tenant. KOXERA acts as an authorised reseller and bills licenses at the current reseller rate plus a management fee as stated in the applicable service tier. License costs are subject to change in accordance with Microsoft’s pricing. KOXERA will provide reasonable notice of license price changes.

3.6 Voice & Usage Fees

Voice AI minutes, SMS, and email usage beyond included plan allowances are billed at the overage rates stated on KOXERA’s current pricing page. Usage is calculated on a calendar month basis and does not roll over. Overage fees are invoiced monthly in arrears. Client is responsible for monitoring usage and managing campaign volumes accordingly. SMS communications are subject to the consent and opt-out terms outlined in Section 5A of this Agreement.

4. AI Services — Accuracy & Limitations

4.1 AI Chatbot Accuracy

AI chatbots deployed by KOXERA are trained on information and content provided by Client. KOXERA does not guarantee the accuracy, completeness, or appropriateness of AI-generated responses. Client is responsible for:

Reviewing and approving all chatbot training data before deployment
Promptly notifying KOXERA of any inaccurate, inappropriate, or outdated AI responses
Ensuring chatbot content complies with applicable laws and industry regulations
Monitoring chatbot performance on an ongoing basis
Disclosing to end users that they are interacting with an AI system where required by applicable law including FTC guidelines on AI disclosure

4.2 AI Voice Agent Accuracy

AI voice agents operate using natural language processing and may occasionally misinterpret, mishear, or produce inaccurate responses. KOXERA will use reasonable efforts to train voice agents accurately based on Client-provided scripts. Client acknowledges that:

AI voice agents are not infallible and should not be used as the sole point of contact for critical or high-stakes communications
Human oversight and escalation pathways must be maintained for complex or sensitive enquiries
Call recordings are subject to applicable federal and state wiretapping and recording consent laws — Client is solely responsible for compliance
Multi-state businesses must implement appropriate consent mechanisms for all-party consent states including California, Illinois, Pennsylvania, Florida and others where applicable

4.3 No Guarantee of AI Performance

KOXERA does not warrant that AI services will be error-free, uninterrupted, or that they will meet any specific performance benchmarks beyond those explicitly stated in the applicable SOW.

5. Regulatory Compliance

5A. SMS COMMUNICATIONS & CONSENT

5A.1 Opt-In and Consent
KOXERA LLC may send SMS text messages to individuals who have voluntarily provided their mobile phone number via the contact form on koxera.com and selected the applicable SMS consent checkbox(es). Consent is collected independently for the following message types:

Informational/Transactional Messages: Service updates, appointment confirmations, onboarding communications,
invoices, and follow-up messages related to an existing enquiry or engagement
Promotional Messages: Special offers, announcements, and marketing content

Separate consent checkboxes are provided for each message type. Neither checkbox is pre-selected. Consent to receive
SMS is not a condition of purchase or service engagement.

5A.2 Message Frequency & Rates
Message frequency varies based on service engagement and communication needs. Standard message and data rates
may apply depending on your mobile carrier plan.

5A.3 Opt-Out
You may opt out of SMS communications at any time by:

Replying STOP to any message from KOXERA LLC
Contacting us at support@koxera.com
Calling +1(602)905-2828

Upon receipt of a STOP request, KOXERA will cease sending SMS messages to that number within a commercially
reasonable timeframe, except where required by law.

5A.4 Help
For assistance with SMS communications, reply HELP to any message or contact support@koxera.com or +1(602)905-2828.

5A.5 No Third-Party Sharing
KOXERA LLC does not sell, share, rent, or transfer your mobile phone number or SMS consent data to any third party, affiliate, or lead generation company for marketing or any other purpose.

5A.6 Carrier Disclaimer
KOXERA LLC is not responsible for any charges incurred from your mobile carrier related to SMS message delivery or receipt.

5A.7 Age Restriction
SMS communications from KOXERA LLC are intended for recipients who are 18 years of age or older. By providing your phone number and consenting to receive SMS messages, you confirm that you are at least 18 years of age.

5.1 Client Compliance Responsibility

Client is solely and exclusively responsible for ensuring their use of KOXERA-deployed AI voice, SMS, email automation, and chatbot services complies with all applicable laws and regulations including but not limited to:

Telephone Consumer Protection Act (TCPA) — governing automated calls, texts, and prerecorded messages
CAN-SPAM Act — governing commercial email communications
General Data Protection Regulation (GDPR) — where applicable to EU data subjects
California Consumer Privacy Act (CCPA) — where applicable
Arizona state telecommunications and privacy laws
Any industry-specific regulations applicable to Client’s business including HIPAA (healthcare), financial services regulations, and legal industry rules
Recording consent laws applicable in all jurisdictions where Client’s customers are located
FTC guidelines on artificial intelligence disclosure in consumer-facing communications

5.2 KOXERA’s Role

KOXERA configures automation systems based on Client’s instructions and approved scripts. KOXERA does not independently verify that Client’s communication practices comply with applicable law. KOXERA assumes no liability for regulatory violations resulting from Client’s use of deployed services.

5.3 Do-Not-Contact Lists

Client is solely responsible for maintaining and honouring Do-Not-Contact, Do-Not-Call, and opt-out lists in all automated communications. KOXERA can assist with technical implementation of opt-out mechanisms but ultimate compliance responsibility rests with Client.

KOXERA strongly recommends that all Clients consult with a qualified attorney before deploying AI outbound voice campaigns or automated SMS communications to ensure full TCPA compliance.

6. Data & Privacy

6.1 Client Data

KOXERA processes Client data solely for the purpose of delivering the contracted services. Client retains ownership of all Client data at all times. KOXERA will not sell, share, or use Client data for any purpose other than service delivery. Where Client’s operations require a formal Data Processing Agreement (DPA) under GDPR or CCPA, Client may request a DPA from KOXERA by contacting support@koxera.com. KOXERA will provide a standard DPA within 10 business days of such request.

6.2 Microsoft 365 Data

All Microsoft 365 data is stored within Client’s own Microsoft tenant. KOXERA is granted temporary administrative access for configuration and setup purposes only. KOXERA does not retain permanent access to Client’s Microsoft environment beyond what is required for ongoing managed services agreed in the SOW.

6.3 CRM Data

CRM data stored in GoHighLevel or Vtiger sub-accounts managed by KOXERA remains the property of Client. Upon termination of services, KOXERA will provide Client with a data export within 30 days of the termination date. KOXERA will retain Client data for a maximum of 90 days post-termination before permanent deletion.

6.4 Data Security

KOXERA implements commercially reasonable security measures to protect Client data including encrypted transmission, access controls, and regular security reviews. Access to Client data is restricted to KOXERA personnel and authorised contractors on a need-to-know basis. All personnel with access to Client data are bound by confidentiality obligations no less protective than those in this Agreement. KOXERA cannot guarantee absolute security and is not liable for data breaches caused by third-party platform vulnerabilities, Client negligence, or circumstances beyond KOXERA’s reasonable control.

7. ROI Estimates & Results Disclaimer

7.1 No Guarantee of Results

ROI estimates, savings projections, and performance figures presented on KOXERA’s website, pricing page, ROI calculator, proposals, and marketing materials are based on industry averages and are provided for illustrative purposes only. KOXERA does not guarantee specific cost savings, revenue increases, return on investment, lead generation volumes, conversion rates, or SEO rankings.

7.2 Factors Affecting Results

Actual results vary based on numerous factors including Client’s industry, market conditions, team adoption, data quality, pre-existing infrastructure, third-party platform algorithm changes, and seasonal factors outside KOXERA’s control.

8. Intellectual Property

8.1 Client-Owned Assets

All content, data, brand assets, and materials provided by Client remain the exclusive property of Client. Upon full payment of all outstanding fees, KOXERA assigns to Client all right, title and interest in the custom automations, workflows, chatbot configurations, and CRM setups built specifically for Client under the applicable SOW. This assignment excludes KOXERA’s underlying templates, frameworks, and proprietary methodology.

8.2 KOXERA Methodology

KOXERA’s delivery methodology, templates, frameworks, proprietary processes, and general-purpose automation components remain the intellectual property of KOXERA. Client receives a license to use these components as part of their deployed service but does not acquire ownership of KOXERA’s underlying methodology.

8.3 Third-Party Software

GoHighLevel, Microsoft 365, Make.com, and other third-party software used in service delivery are licensed products subject to their respective owners’ terms. Client’s use of these platforms through KOXERA-managed accounts does not grant Client any intellectual property rights in those platforms.

9. Limitation of Liability

9.1 Liability Cap

To the maximum extent permitted by applicable law, KOXERA’s total cumulative liability to Client for any claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to KOXERA in the three (3) months immediately preceding the event giving rise to the claim.

9.2 Exclusion of Consequential Damages

In no event shall KOXERA be liable for any indirect, incidental, special, punitive, or consequential damages including but not limited to loss of profits, loss of revenue, loss of business, loss of data, or loss of goodwill, even if KOXERA has been advised of the possibility of such damages.

9.3 Third-Party Platform Downtime & Service Disruptions

KOXERA is not liable for any damages, losses, interruptions, or degradation of service caused by the downtime, outages, maintenance windows, performance issues, or service disruptions of any Third-Party Platform used in the delivery of KOXERA services, including but not limited to:

GoHighLevel (GHL) platform outages, maintenance, or feature changes
Microsoft 365, Azure, or Teams service disruptions or outages
Make.com, n8n, or Zapier automation platform downtime
Twilio, LC Phone, or any voice or SMS carrier outages
Vtiger CRM platform outages or maintenance
Any AI model provider outages including OpenAI, Google, or Anthropic
Internet service provider outages or degraded connectivity
DNS, CDN, or hosting infrastructure disruptions

KOXERA does not guarantee any specific uptime percentage for services delivered through Third-Party Platforms. Uptime commitments, SLAs, and service credits are governed solely by each respective Third-Party Platform own terms of service. Client is encouraged to review the uptime SLAs of each platform directly.

GoHighLevel publishes its own SLA and status page at status.gohighlevel.com. Microsoft 365 publishes its SLA at microsoft.com/licensing/docs. KOXERA has no control over these SLAs and cannot be held responsible for their breach.

9.4 Force Majeure & Service Continuity

KOXERA is not liable for failure or delay in performance caused by circumstances beyond its reasonable control including acts of God, government actions, internet outages, cyberattacks, carrier fee changes, widespread platform outages, or failure of any Third-Party Platform used in service delivery. In the event of a Third-Party Platform outage or service disruption, KOXERA will:

Notify Client within 1 business day of becoming aware of a material platform outage affecting Client services
Monitor platform status and communicate restoration timelines as information becomes available
Make commercially reasonable efforts to implement workarounds or alternative solutions where technically feasible
Resume normal service delivery as soon as the Third-Party Platform restores service

Scheduled maintenance windows announced by Third-Party Platforms in advance do not constitute a service failure by KOXERA. KOXERA will use reasonable efforts to notify affected Clients of known scheduled maintenance that may impact their services.

10. Indemnification

10.1 Client Indemnification of KOXERA

Client agrees to indemnify, defend, and hold harmless KOXERA LLC, its officers, directors, employees, and contractors from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

Client’s violation of these Terms
Client’s violation of applicable law including TCPA, CAN-SPAM, GDPR, CCPA, or any other applicable regulation
Client’s use of KOXERA-deployed services in a manner not authorised or recommended by KOXERA
Any third-party intellectual property infringement arising from Client-provided content
Any data breach caused by Client’s negligence or failure to maintain secure credentials

10.2 KOXERA Indemnification of Client

KOXERA agrees to indemnify and hold harmless Client from and against claims, damages, and expenses arising directly from KOXERA’s gross negligence or wilful misconduct in delivering the Services under this Agreement.

11. Termination

11.1 Termination by Client

Monthly plans may be terminated by Client with 30 days written notice to support@koxera.com. Annual plans are non-refundable and may not be terminated early except as provided in Section 3.3.

11.2 Termination by KOXERA

KOXERA may terminate services immediately upon written notice if Client fails to pay any outstanding invoice within 30 days of the due date, uses KOXERA services for unlawful purposes, or violates any material provision of this Agreement and fails to cure such violation within 14 days of written notice.

11.3 Effect of Termination

Upon termination, KOXERA will provide Client with a data export within 30 days. Access to KOXERA-managed platforms will be transferred to Client or decommissioned at Client’s direction. All outstanding fees remain due and payable. Sections 3.4, 5, 6, 7, 8, 9, 10, and 12 of this Agreement survive termination indefinitely.

12. Dispute Resolution

12.1 Informal Resolution

Parties agree to first attempt informal resolution of any dispute by contacting support@koxera.com. KOXERA will respond within 5 business days and both parties will negotiate in good faith for a minimum of 30 days before pursuing formal dispute resolution.

12.2 Governing Law & Jurisdiction

This Agreement is governed by the laws of the State of Arizona, without regard to its conflict of law principles. Any legal action not subject to arbitration shall be brought exclusively in the state or federal courts of Maricopa County, Arizona. Client consents to the exclusive jurisdiction of these courts.

12.3 Binding Arbitration

Any dispute that cannot be resolved informally shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) in Maricopa County, Arizona. The arbitrator’s decision shall be final and binding. The prevailing party in any arbitration or legal proceeding arising from this Agreement shall be entitled to recover reasonable attorneys’ fees and costs from the non-prevailing party.

13. General Provisions

13.1 Entire Agreement

This Agreement, together with the applicable Scope of Work, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings regarding the subject matter herein.

13.2 Amendments

KOXERA may update these Terms at any time. Material changes will be communicated to active Clients via email at least 30 days before taking effect. Continued use of KOXERA services after the effective date of changes constitutes acceptance of the updated Terms.

13.3 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

13.4 Waiver

KOXERA’s failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

13.5 No Partnership

Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between KOXERA and Client.

13.6 Notices

All official notices under this Agreement must be delivered in writing via email to support@koxera.com for notices to KOXERA, or to the Client’s email address on file for notices to Client. Notices are effective upon confirmed receipt. KOXERA may update its notice email address with 30 days written notice to Client.

13.7 Assignment

Client may not assign this Agreement or any rights hereunder without KOXERA’s prior written consent. KOXERA may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets, with 30 days written notice to Client.

Contact

For questions about these Terms of Use or to request a Data Processing Agreement, please contact: