These Terms of Service (the "Terms") are a binding agreement between Axul Solutions LLC, a Wyoming limited liability company operating as David Agent("David Agent," "we," "our," or "us"), and the business that purchases or uses our services (the "Client," "you"). By signing up for, paying for, or using the Services, you agree to these Terms on behalf of your business and represent that you have authority to do so.

The Services are offered to businesses only and are not intended for personal, family, or household use.

1. The Services

David Agent provides done-for-you AI conversational agents. We build, configure, train, launch, and maintain an AI agent for your business that can answer customer questions, book appointments, capture leads, and hand off conversations to your team across supported channels (website chat, WhatsApp, Instagram, Facebook Messenger, and voice, depending on your plan). You receive access to a dashboard to review conversations and performance.

Setup, configuration, and ongoing optimization are performed by our team. We may improve, modify, or update the Services over time, provided the changes do not materially reduce the core functionality of your plan.

2. Your responsibilities

Provide accurate, lawful business materials (website content, FAQs, price lists, policies) for training your agent, and keep us informed of material changes so the agent stays accurate.
Confirm you have the rights to all content you provide and the authority to connect any third-party accounts or channels (for example your WhatsApp or Instagram business accounts).
Comply with the laws that apply to your business and your customers, including consumer protection, telemarketing/messaging consent rules, and any obligation to disclose the use of automated agents where required in your jurisdiction.
Maintain your own privacy policy that discloses to your customers how their data is handled in conversations with your agent, and obtain any legally required consents from them — including consent or disclosures for call recording where voice features are used.
Comply with the terms of the third-party channels your agent operates on (for example Meta's platform policies for WhatsApp, Instagram, and Messenger).
Not use the Services for anything unlawful, deceptive, or harmful, including spam, harassment, or misleading your customers.

3. Fees, plans, and billing

Subscription fees. Plans are billed monthly in advance at the rate for your plan. Current plans and pricing are listed on our pricing page.
Setup fee. Each plan includes a one-time setup fee, due before onboarding begins. A further setup fee applies when you upgrade to a higher plan, as described below. Setup fees are non-refundable once the related onboarding work has started.
Included conversations and overage.Each plan includes a monthly conversation allowance. A "conversation" is a single chat or call session between one End User and your agent on one channel; a new session with the same End User counts as a new conversation. Conversations beyond your plan's allowance are billed at $0.12 per additional conversation on all plans, added to your next invoice. Unused conversations do not roll over. Conversation counts are measured by our systems, and our records govern billing absent manifest error.
Third-party channel fees. Messaging platforms may charge their own usage fees (for example, WhatsApp business messaging fees set by Meta). These platform fees are included in your plan — we absorb them, and you will not be billed for them separately.
Payment. You authorize us and our payment processor to charge your payment method for all fees due. Late or failed payments may result in suspension of the Services after notice.
Price changes.We may change subscription or overage pricing with at least 30 days' notice; changes take effect at your next billing cycle.
Taxes. Fees are exclusive of taxes, which are your responsibility where applicable.

4. Term, guarantee, and cancellation

Initial term. Plans run for an initial term of three (3) months, measured from the day your agent goes live, and then continue month to month.
30-day guarantee.If David isn't working out, tell us within 30 days of going live and we will refund your first month's subscription fee. The setup fee is not refunded, since it covers onboarding work already done, and the guarantee releases you from the rest of the initial term. It can be used once.
Cancelling.After the initial term, you may cancel with at least 10 days' notice before the end of your current billing period. Cancellation takes effect at the end of that period, and no prorated refunds are given for partial periods. If you cancel during the initial term for any reason other than the guarantee above or our uncured breach, the remaining monthly fees for that term become due.
Plan changes.You may upgrade at any time, effective on your next billing date. Because a higher plan means additional onboarding work — new channels, integrations, and workflows — an upgrade carries a setup fee equal to the difference between your new plan's setup fee and the setup fee you have already paid, so you never pay for the same onboarding twice. We confirm the amount in writing before the upgrade takes effect. Downgrades take effect at the start of your next billing period, cannot reduce your fee below your agreed plan during the initial term, and do not entitle you to a refund of any setup fee.
We may suspend or terminate the Services for material breach of these Terms (including non-payment) if the breach is not cured within 10 days of notice, or immediately for unlawful use.
Upon termination, we will make your data available for export for 30 days, after which it will be deleted in accordance with our Privacy Policy.

5. AI outputs and disclaimers

The Services use artificial intelligence. AI-generated responses may occasionally be inaccurate, incomplete, or unexpected despite the guardrails we configure. You are responsible for reviewing how your agent represents your business, for the accuracy of the business information you provide, and for any commitments made to your customers. The Services are not a substitute for professional (legal, medical, financial) advice, and you agree not to deploy your agent to provide regulated advice without appropriate human oversight.

We do not guarantee specific business outcomes, such as conversion rates, bookings, or revenue.

6. Third-party platforms and integrations

The Services depend in part on third-party platforms and tools (messaging channels, calendar and e-commerce systems, AI infrastructure). We are not responsible for outages, policy changes, or restrictions imposed by third parties, though we will make reasonable efforts to adapt the Services when such changes occur. Your use of integrated third-party tools is governed by their own terms.

7. Data

As between the parties, you own your business content and your customer data. You grant us a limited license to host, process, and use that data solely to provide and improve the Services for you. Our collection and handling of personal data is described in our Privacy Policy. Where you need a data processing agreement for GDPR purposes, contact us at hello@davidagent.co.

8. Intellectual property

We and our licensors own the Services, including the software, agent configurations, prompts, workflows, and know-how we develop, excluding your business content. These Terms do not transfer any of our intellectual property to you, and you may not copy, resell, reverse engineer, or build a competing service using the Services.

9. Confidentiality

Each party agrees to protect the other's non-public business information with at least reasonable care and to use it only as needed to perform under these Terms. This obligation does not apply to information that is public, independently developed, or lawfully received from a third party.

10. Warranties and limitation of liability

The Services are provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, consequential, or punitive damages, or for lost profits, revenue, or data. Our total aggregate liability arising out of or relating to the Services will not exceed the fees you paid us in the twelve (12) months preceding the event giving rise to the claim.

11. Indemnification

You will defend and indemnify us against claims arising from your business content, your products or services, your violation of applicable law, or your breach of these Terms. We will defend and indemnify you against third-party claims that the Services, as provided by us, infringe their intellectual property rights.

12. Governing law and disputes

These Terms are governed by the laws of the State of Wyoming, USA, without regard to its conflict-of-law rules. The state and federal courts located in Wyoming will have exclusive jurisdiction over any dispute arising out of these Terms, and each party consents to their jurisdiction. Before filing any claim, the parties agree to attempt in good faith to resolve the dispute informally for 30 days.

13. Changes to these Terms

We may update these Terms from time to time. Material changes will be communicated by email or through the Services at least 30 days before they take effect. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

14. General

These Terms, together with the Privacy Policy and any order or proposal we agree with you, are the entire agreement between us regarding the Services. If any provision is found unenforceable, the rest remain in effect. Neither party is liable for delays caused by events beyond its reasonable control. You may not assign these Terms without our consent, except in connection with a merger or sale of your business. We may send notices to the email address on your account; you may send notices to us at hello@davidagent.co.

15. Contact

Axul Solutions LLC (David Agent)
30 N Gould St, STE R, Sheridan, WY 82801, USA
Email: hello@davidagent.co