Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between JE Intelligence, LLC(“JEI,” “we,” “us,” or “our”), a company incorporated under the laws of New York, and the individual or entity engaging JEI for services (“Client,” “you,” or “your”). By signing a Statement of Work, paying an invoice, or otherwise engaging JEI, you agree to these Terms in full.

JEI provides AI consulting, automation design, agent system development, and ongoing managed operations for small and mid-sized businesses (“Services”). The specific scope, deliverables, and timelines for each engagement are set forth in a written Statement of Work (“SOW”) or proposal agreed to by both parties. Services may include but are not limited to:

• AI strategy audits and workflow analysis
• Custom AI agent design, integration, and deployment
• Business process automation using third-party platforms
• Voice AI systems, chatbots, and lead-handling infrastructure
• Ongoing system management, monitoring, and optimization under a retainer arrangement

JEI reserves the right to decline any engagement at its sole discretion. Any change to scope must be agreed to in writing by both parties via a change order or amended SOW.

Unless otherwise specified in the applicable SOW:

• Audits and fixed-scope projects require fifty percent (50%) of the total fee paid before work begins, with the remaining balance due upon delivery of final deliverables.
• Retainer engagements are billed monthly in advance. Invoices are due within fifteen (15) days of issuance.
• Overdue invoices accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid in full.
• JEI may suspend Services without liability if any invoice remains unpaid beyond thirty (30) days of its due date.

Fixed-scope projects: The initial fifty percent (50%) deposit is non-refundable once work has commenced. If JEI fails to deliver agreed deliverables within the timeframes specified in the SOW through no fault of the Client, JEI will refund the portion of fees attributable to undelivered work.

Retainer engagements: Either party may cancel a retainer with thirty (30) days' written notice. Fees paid for any period in which Services were rendered are non-refundable. Fees paid for a future period not yet commenced will be refunded on a pro-rata basis if the Client cancels with proper notice.

JEI does not offer refunds for dissatisfaction with third-party platforms, APIs, or tools that are outside JEI's control. Audit fees are credited toward any subsequent implementation engagement entered into within twelve (12) months.

Client Data: All data, content, business information, and materials provided by the Client remain the sole and exclusive property of the Client. JEI acquires no ownership rights to Client Data. Client grants JEI a limited, non-exclusive license to use Client Data solely as necessary to perform the Services.

JEI Platform and IP:JEI retains all right, title, and interest in and to its proprietary frameworks, methodologies, software libraries, templates, agent architectures, training data, tooling, and know-how (“JEI IP”), including any improvements or derivatives thereof developed during an engagement. Nothing in these Terms transfers JEI IP to the Client.

Deliverables: Upon receipt of full payment for a fixed-scope engagement, JEI assigns to the Client all rights in the custom deliverables created specifically for that Client, excluding any JEI IP embedded therein. JEI retains a perpetual, royalty-free license to use anonymized or generalized learnings from any engagement for internal product development and improvement.

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent, except as required by law. “Confidential Information” means any non-public information designated as confidential or that a reasonable party would understand to be confidential given the nature of the information and circumstances of disclosure. This obligation survives termination of the engagement for three (3) years.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JEI'S TOTAL LIABILITY TO THE CLIENT FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO JEI IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL JEI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, EVEN IF JEI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

JEI is not liable for any downtime, errors, or failures of third-party platforms, APIs, or infrastructure (including but not limited to Supabase, Twilio, Vapi, OpenAI, or cloud hosting providers) that are outside JEI's direct control.

JEI warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. JEI does not warrant that AI systems will be error-free, that outputs will be accurate in all circumstances, or that Services will meet any specific business outcome goals.

The Client agrees to indemnify, defend, and hold harmless JEI and its members, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's use or misuse of any deliverable or AI system; (b) the Client's violation of applicable law; or (c) any third-party claim relating to Client Data.

These Terms are governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with proceedings held in New York County, New York. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

JEI may update these Terms at any time by posting a revised version at jeintel.com/terms with an updated effective date. Continued use of JEI's services after the effective date of any revision constitutes acceptance of the updated Terms. For active retainer clients, JEI will provide at least thirty (30) days' written notice of material changes.

These Terms, together with any applicable SOW or proposal, constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior or contemporaneous understandings, negotiations, or agreements, whether oral or written. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.