ServiceAi HQ LLC · serviceaihq.com · last updated 22 August 2026
These Terms of Service (the "Terms") govern access to and use of the serviceaihq.com website and of the software, implementation, operational and consulting services supplied by ServiceAi HQ LLC, a California limited liability company ("ServiceAi", "we", "us", "our"). By using the site, signing an Order Form, or otherwise engaging us, you ("Client", "you") agree to these Terms.
Where an executed Order Form, statement of work or master services agreement between us conflicts with these Terms, that document governs for the subject it addresses, and these Terms govern everything else.
"Platform" means the proprietary software, source code, data models, templates, tooling, libraries, configurations, know-how and methods developed, owned or licensed by ServiceAi, including all modifications, enhancements and derivative works, whether created before or during an engagement and whether or not developed in connection with a Client.
"Instance" means a deployment of the Platform configured for a Client, including any Client-specific configuration, interface styling, workflows and integrations.
"Location" means a distinct physical premises, site, branch, clinic, studio, store or operating unit of the Client from which the Instance is used, as identified in the Order Form. Where the Client has no physical premises, "Location" means each distinct operating business unit identified in the Order Form.
"Authorised User" means any individual the Client permits to access the Instance. There is no limit on the number of Authorised Users.
"Client Data" means data, records, files, text, images and other content the Client or its Authorised Users or customers submit to, generate within, or store in the Instance, including customer and patient records, bookings, transactions and messages.
"Client Materials" means trade marks, logos, brand assets, copy, images and other content the Client supplies for use in the Instance.
"Order Form" means the proposal, quotation, statement of work or order document executed by both parties that sets out the services, fees, Locations, Initial Term and any Client-specific terms.
"Initial Term" means the minimum committed period stated in the Order Form.
"Documentation" means the operating and administration documentation ServiceAi provides for the Instance.
ServiceAi develops and licenses business software, and provides implementation, operational and consulting services in connection with it. Specifically:
(a) Implementation. Configuration and deployment of an Instance, including data modelling, interface styling to the Client's branding, integration with third-party systems the Client already uses, migration of existing data, and testing.
(b) Licence. A right to access and use the Instance during the term, as set out in section 3.
(c) Operations. Hosting, monitoring, backups, maintenance, updates and support for the Instance, as included in the licence fee.
(d) Consulting. Advisory services relating to the Client's operations, systems and processes, where scoped in an Order Form.
ServiceAi is a software company. It does not act as a work-for-hire development agency, and no deliverable is assigned to the Client except where an Order Form expressly says so in writing.
3.1 Grant. Subject to these Terms and to payment of all fees, ServiceAi grants the Client a non-exclusive, non-transferable, non-sublicensable right, during the term, to access and use the Instance for the Client's own internal business purposes, at the Locations identified in the Order Form, for an unlimited number of Authorised Users.
3.2 Metering. The licence is charged per Location, with volume bands where stated in the Order Form. It is never charged per user. Adding Authorised Users does not increase the fee. Adding Locations does, at the rate stated in the Order Form.
3.3 Restrictions. The Client will not, and will not permit any third party to: (a) copy, modify, translate or create derivative works of the Platform or the Instance; (b) reverse engineer, decompile or disassemble any part of the Platform, except to the extent that restriction is prohibited by applicable law; (c) sell, resell, rent, lease, sublicense, distribute or provide the Instance to any third party, or operate it as a service bureau on behalf of third parties; (d) remove or obscure any proprietary notice; (e) use the Instance to build a competing product; or (f) exceed the Locations or volume bands stated in the Order Form without agreeing a corresponding fee change.
3.4 Reservation. All rights not expressly granted are reserved. The licence conveys a right to use the Instance. It does not convey title to, or any ownership interest in, the Platform, the Instance, or the source code.
4.1 Fees, billing frequency and payment terms are those stated in the Order Form. Fees generally comprise a one-time implementation fee and a recurring licence fee per Location, which includes the operations described in section 2(c).
4.2 Unless the Order Form says otherwise, invoices are payable within fourteen (14) days of the invoice date.
4.3 Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, from the due date until paid.
4.4 If an invoice is more than thirty (30) days overdue, ServiceAi may, on written notice and without prejudice to any other remedy, suspend access to the Instance until payment is received. Suspension does not relieve the Client of accrued fees, and the Client's right to export Client Data under section 6.3 continues during suspension.
4.5 Fees exclude sales, use, VAT, GST and similar taxes, which are the Client's responsibility except for taxes on ServiceAi's net income.
4.6 Third-party costs incurred at the Client's request or on the Client's behalf — including domain registration, third-party API fees, SMS carrier charges and payment processing fees — are passed through at cost unless the Order Form says otherwise.
4.7 Except where the Order Form provides otherwise, fees are non-refundable and payment obligations are non-cancellable for the Initial Term.
5.1 Term. The agreement begins on the date stated in the Order Form and continues for the Initial Term, then renews for successive periods of the same length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current period.
5.2 Termination for convenience. Either party may terminate an ongoing engagement on thirty (30) days' written notice, effective no earlier than the end of the Initial Term, unless the Order Form says otherwise.
5.3 Termination for cause. Either party may terminate immediately on written notice if the other materially breaches these Terms and fails to cure the breach within thirty (30) days of written notice describing it, or if the other becomes insolvent, enters administration or liquidation, or makes a general assignment for the benefit of creditors.
5.4 Effect. On termination or expiry: (a) the licence granted in section 3 ends, except where the Client has completed a buyout under section 7; (b) the Client remains liable for fees accrued to the effective date, and for the remainder of the Initial Term where termination occurs during it other than for ServiceAi's uncured material breach; and (c) the Client's export rights under section 6.3 apply.
5.5 Survival. Sections 1, 3.3, 3.4, 4, 5.4, 5.5, 6, 8, 10, 12, 13, 14, 15, 16, 17, 18, 20, 21 and 22 survive termination.
6.1 Ownership. As between the parties, the Client owns all Client Data and all Client Materials. ServiceAi claims no ownership in them.
6.2 Licence to us. The Client grants ServiceAi a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, process and otherwise use Client Data and Client Materials solely to provide, secure, support and improve the services for that Client, and as otherwise instructed by the Client.
6.3 Export. The Client may export Client Data in full, in a standard machine-readable format, at any time during the term and for ninety (90) days after termination or expiry, at no charge and without a request or approval process. ServiceAi will not withhold Client Data as leverage in any commercial dispute.
6.4 Deletion. After the export window in section 6.3, ServiceAi may delete Client Data from live systems, and from backups in the ordinary course of its backup rotation. On written request ServiceAi will confirm deletion. See our Data Deletion page.
6.5 Aggregated data. ServiceAi may compile and use aggregated, de-identified statistical information about the operation and performance of the Platform, provided it does not identify the Client, any Authorised User, any customer or patient, and is not derived in a way that could reasonably be re-identified. ServiceAi will not use identifiable Client Data to train third-party models.
7.1 After the Initial Term, the Client may elect to purchase a perpetual licence at the price and on the terms stated in the Order Form, or as otherwise agreed in writing.
7.2 On payment, ServiceAi grants a non-exclusive, non-transferable, non-sublicensable, perpetual right to continue operating the Instance as configured at that date, for the Locations then licensed, and will transfer the infrastructure accounts on which the Instance runs together with the Documentation.
7.3 A perpetual licence does not include: source code or any right to receive it; future updates, enhancements or new features; hosting, monitoring, backup, maintenance or support; any right to modify, sublicense, resell, distribute or create derivative works; or any warranty or service commitment beyond those in section 15.
7.4 The restrictions in section 3.3 continue to apply to a perpetual licence, other than 3.3(f).
8.1 ServiceAi owns and retains all right, title and interest in the Platform, the Instance, the source code, and all tooling, templates, methods, know-how and documentation, together with all intellectual property rights in them. This includes work performed in the course of implementing a Client's Instance.
8.2 The Client owns and retains all right, title and interest in Client Data and Client Materials.
8.3 Where the Client, an Authorised User or any other person provides feedback, suggestions or ideas about the Platform, ServiceAi may use them without restriction or obligation.
8.4 Nothing in these Terms transfers ownership of any intellectual property. Any assignment of a deliverable must be express, in writing, and signed by ServiceAi.
9.1 Domain names used for a Client's Instance are registered in the Client's name and belong to the Client. Where ServiceAi registers or renews a domain on the Client's behalf as a convenience, it does so as agent, passes the cost through, and will transfer control to the Client's registrar account on request and in any event on termination.
9.2 Where practical, third-party infrastructure and service accounts used for the Instance are established in the Client's name and billed to the Client, with ServiceAi holding administrative access for the duration of the engagement.
9.3 ServiceAi will not withhold a domain name or an infrastructure account as leverage in any commercial dispute.
The Client will: (a) keep credentials confidential and remain responsible for activity under its accounts; (b) ensure Authorised Users comply with these Terms; (c) provide accurate information and timely access, decisions and personnel reasonably required for implementation; (d) obtain and maintain all consents, permissions and notices required for ServiceAi to process Client Data, including consents required for marketing, SMS or email communications sent through the Instance; (e) ensure it has the right to supply Client Materials and to instruct ServiceAi in relation to any third-party account; and (f) review automated output before relying on it, as set out in section 12.
The Client will not use the services to: send unlawful, deceptive, harassing or unsolicited bulk messages; infringe the intellectual property, privacy or other rights of any person; collect or process data in breach of applicable law or of a platform's terms; transmit malware or attempt to gain unauthorised access to any system; interfere with or place unreasonable load on the Platform; or conduct any activity that is unlawful in the jurisdictions in which the Client operates. ServiceAi may suspend access where it reasonably believes continued use presents a legal, security or operational risk, and will restore access once the risk is resolved.
12.1 Parts of the Platform generate text, images, listing copy, summaries, scores or recommendations automatically, including by means of machine learning systems. Such output can be inaccurate, incomplete or unsuitable.
12.2 Automated output is a draft for the Client's review. It is not professional, legal, financial, clinical or medical advice, and must not be relied on as such.
12.3 The Client is responsible for reviewing automated output before publishing it, sending it to any person, or acting on it. ServiceAi does not warrant that automated output is accurate, complete, non-infringing or fit for any purpose.
13.1 The Instance may connect to third-party services at the Client's instruction — for example accounting, payment, messaging, calendar, mapping or social platforms. Those services are governed by their own terms and privacy policies, and ServiceAi is not responsible for their availability, accuracy, security or acts.
13.2 The Client confirms it is authorised to connect any account it instructs ServiceAi to connect, and that doing so does not breach that provider's terms.
13.3 Where the Client processes card payments through a third-party processor, that processor is the Client's counterparty. Responsibility for payment card industry compliance in respect of the Client's own payment flows rests with the Client and its processor, except to the extent expressly assumed by ServiceAi in writing.
14.1 Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and contractors who need it and who are bound by confidentiality obligations no less protective.
14.2 Confidential Information does not include information that is or becomes public without breach, was known without restriction before disclosure, is independently developed without use of the other's Confidential Information, or is lawfully received from a third party without restriction.
14.3 A party may disclose Confidential Information where required by law or legal process, having given the other reasonable prior notice where lawfully permitted.
15.1 ServiceAi's handling of personal information is described in our Privacy Policy, which forms part of these Terms.
15.2 In respect of Client Data, the Client is the controller or business and ServiceAi acts as processor or service provider on the Client's documented instructions. ServiceAi does not sell or share personal information within the meaning of the California Consumer Privacy Act as amended, and does not retain, use or disclose personal information except to perform the services or as permitted by law.
15.3 Health and other regulated data. Where an Instance is used to store or process health, medical or other data subject to specific regulation — including data subject to the Health Insurance Portability and Accountability Act, the California Confidentiality of Medical Information Act, or state consumer health data legislation — the parties will enter a separate written agreement addressing that data, such as a business associate agreement, before such data is processed. Absent that agreement, the Client will not submit such data to the Instance, and ServiceAi has no liability arising from the Client doing so contrary to this section.
15.4 Each party will comply with applicable data protection and privacy law in performing under these Terms.
ServiceAi maintains administrative, technical and physical safeguards designed to protect Client Data against unauthorised access, loss or disclosure, appropriate to the nature of the data and the services. No system is completely secure, and ServiceAi does not warrant that security measures will be impenetrable. ServiceAi will notify the Client without undue delay after becoming aware of a security incident affecting that Client's Client Data, and will cooperate reasonably in the Client's investigation and in any notification the Client is required to make.
17.1 ServiceAi warrants that it will perform the services with reasonable skill and care, and that it has the right to grant the licence in section 3.
17.2 Except as expressly stated in section 17.1, and to the fullest extent permitted by law, the website, the Platform, the Instance and all services are provided "as is" and "as available", and ServiceAi disclaims all other warranties, whether express, implied or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
17.3 ServiceAi does not warrant that the services will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the services will achieve any particular business, financial, operational or clinical result. Any service level commitment applies only if expressly stated in an Order Form.
17.4 Consulting services are advisory. Recommendations are not guarantees of any outcome, saving or result, and the Client remains responsible for its own business decisions.
18.1 To the fullest extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost goodwill, lost data, business interruption or anticipated savings, however caused and on any theory of liability, even if advised of the possibility.
18.2 To the fullest extent permitted by law, each party's total aggregate liability arising out of or relating to these Terms is limited to the total fees paid or payable by the Client to ServiceAi in the twelve (12) months immediately preceding the event giving rise to the claim, or such other amount as an Order Form expressly states.
18.3 The limitations in sections 18.1 and 18.2 do not apply to: the Client's obligation to pay fees; either party's indemnification obligations under section 19; a party's breach of section 14; or liability that cannot be limited or excluded under applicable law, including liability for fraud, fraudulent misrepresentation, willful injury to the person or property of another, or violation of law.
18.4 The parties agree that the limitations in this section are a fundamental basis of the bargain and reflect an allocation of risk between them, and that the fees would be materially higher without them.
19.1 By the Client. The Client will defend ServiceAi against any third-party claim arising from: Client Data or Client Materials; the Client's use of the services in breach of these Terms or of applicable law; the Client's instructions regarding accounts or data it does not have the right to use; communications sent through the Instance at the Client's direction; or the Client's submission of regulated data contrary to section 15.3 — and will indemnify ServiceAi against damages and costs finally awarded or agreed in settlement.
19.2 By ServiceAi. ServiceAi will defend the Client against any third-party claim that the Platform, as provided by ServiceAi and used in accordance with these Terms, infringes that third party's United States intellectual property rights, and will indemnify the Client against damages and costs finally awarded or agreed in settlement. ServiceAi has no obligation under this section to the extent a claim arises from Client Data, Client Materials, third-party services, modifications not made by ServiceAi, or use of the Instance other than as permitted.
19.3 Process. The indemnified party will notify the indemnifying party promptly in writing, allow it sole control of the defence and settlement (provided no settlement imposes an obligation on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.
Neither party is liable for any delay or failure to perform, other than a payment obligation, caused by circumstances beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, labour dispute, governmental action, utility or internet failure, or the failure or unavailability of a third-party service or infrastructure provider.
Neither party will use the other's name, logo or marks in publicity without prior written consent, except that ServiceAi may identify the Client as a client and describe the work at a general level, and the Client may withdraw that permission at any time on written notice.
These Terms are governed by the laws of the State of California, without regard to its conflict-of-law rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods. The state and federal courts located in San Bernardino County, California have exclusive jurisdiction, and both parties consent to venue there. Each party waives any right to a jury trial to the extent permitted by law. Nothing in this section prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
Notices must be in writing and are effective when delivered by hand, by recognised courier, by certified mail, or by email to the address stated in the Order Form or, for ServiceAi, to the contact details in section 26, provided that notices of breach, termination or a claim must also be sent by a non-email method.
Neither party may assign these Terms without the other's prior written consent, except that either may assign to a successor in connection with a merger, acquisition or sale of substantially all assets, on written notice. ServiceAi may engage subcontractors and third-party service providers to perform parts of the services, and remains responsible for their performance.
Entire agreement. These Terms, together with any Order Form and the Privacy Policy, are the entire agreement between the parties on their subject matter and supersede all prior discussions and proposals. Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remainder continues in effect. Waiver. A failure to enforce any provision is not a waiver of it. Independent contractors. The parties are independent contractors, and nothing creates a partnership, joint venture, agency or employment relationship. No third-party beneficiaries. These Terms create no rights in any person who is not a party. Headings. Headings are for convenience only.
ServiceAi may update these Terms. Material changes will be posted on this page with a new date and, where we hold the Client's contact details, notified to the Client. Changes take effect for an existing engagement at the start of the next renewal period, or immediately where required by law. Continuing to use the services after a change takes effect means the change is accepted.
ServiceAi HQ LLC · 4040 Piedmont Dr #276, Highland, CA 92346 · [email protected] · (323) 863-6989