Terms & Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") govern your access to and use of the website, services, and AI automation solutions provided by Outcome Orbit AI, LLC ("Provider," "we," "our," or "us"), a Texas limited liability company based in The Woodlands, Texas. By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree, please do not use our website or services.

If you have executed a Master Services Agreement (MSA) and/or Statement of Work (SOW) with Outcome Orbit AI, the terms of those signed agreements will govern the specific engagement and will control in the event of any conflict with these Terms.

2. Description of Services

Outcome Orbit AI provides consulting, project management, and software solution services in the design, deployment, and support of AI infrastructure and applications, as well as integration and related services for small and medium-sized businesses. Our services include but are not limited to:

• AI Services: Development, deployment, operation, and maintenance of artificial intelligence, machine learning, and automated decision-making systems, including AI voice agents, chatbots, and workflow automation.
• Automated Lead Management: Capturing, enriching, and routing leads into CRM systems.
• AI Voice Agents: 24/7 AI-powered phone agents for customer support, lead qualification, and appointment booking.
• AI Chatbots: Automated customer support chatbots for websites and messaging platforms.
• Customer Onboarding Automation: Workflows that streamline the onboarding process for new customers.
• Testimonial and Review Collection: Automated collection and display of customer feedback.
• Expense and Budget Tracking: Integrations that monitor business expenses and alert on budget thresholds.

The specific nature, scope, and deliverables of any engagement will be defined in a Statement of Work (SOW) executed between you and Outcome Orbit AI. These solutions are built using third-party no-code and low-code platforms such as n8n, Retell AI, Relevance AI, and other tools. We may utilize subcontractors under our direct supervision to perform certain services.

3. Eligibility

Our services are intended for business use by individuals who are at least 18 years old and have the legal authority to bind their business to these Terms. By engaging our services, you represent that you meet these requirements.

4. Statements of Work and Engagement Structure

All services are governed by individual Statements of Work (SOWs) that describe the specific services, deliverables, fees, timelines, and applicable terms for each engagement. Each SOW for AI Services will specify, as applicable: the nature and scope of AI services and deliverables, data sources and handling requirements, performance metrics or acceptance criteria, requirements for ongoing support or updates, and any additional terms relating to regulatory or ethical compliance.

In the event of a conflict between these Terms and the terms of a signed SOW or MSA, the SOW or MSA will control.

5. Client Responsibilities

As a client, you agree to:

• Provide Accurate Information: Supply truthful, accurate, and complete information, data, and documentation necessary for us to deliver our services, in formats that are reasonably usable for their intended purpose. We are not responsible for delays or additional costs resulting from data provided in unusable or incomplete formats.
• Data Rights and Warranties: You represent and warrant that you have the legal right to use, and to provide to us for use, all data and materials supplied under any engagement, and that such data and materials do not infringe or violate any intellectual property rights, privacy rights, or other rights of any third party.
• No Regulated Data Without Agreement: You agree not to provide any data containing protected health information (PHI), personally identifiable information (PII) as defined under applicable regulations, or other regulated data unless expressly agreed to in writing by Outcome Orbit AI and subject to applicable data protection terms.
• Obtain Necessary Consents: Ensure that you have obtained all required consents from your own customers, employees, or contacts before their data is processed through our AI tools. This includes consent for call recording, chatbot interactions, and data collection as required by applicable law.
• Lawful Use: Use our services only for lawful business purposes. You will not use our AI solutions to harass, deceive, discriminate, or engage in any activity that violates applicable law, and you will not misuse, improperly operate, or make unauthorized modifications to any AI systems, deliverables, or services we provide.
• Account Security: Maintain the security of any credentials, API keys, or access to platforms we configure on your behalf. You are responsible for all activity under your accounts.
• IT Environment Access: Where our services require access to your computer systems, you will provide proper access to your IT environment, including appropriately configured workstations as necessary. You are responsible for all costs and expenses for any associated third-party consents, approvals, and authorizations.
• Data Backups: You are solely responsible for maintaining adequate backups of all data and materials provided to us. We are not liable for any loss or corruption of client data supplied under an engagement.
• Compliance with Your Own Obligations: Maintain your own privacy policy and comply with all laws applicable to your business, including data protection and consumer protection regulations.

6. Intellectual Property

6.1 Provider Intellectual Property

You acknowledge that Outcome Orbit AI and its suppliers retain all right, title, copyright, and proprietary interests in all development tools, know-how, trade secrets, methodologies, processes, technologies, materials, computer programs and software, and other proprietary information (collectively, "Provider Intellectual Property") used in providing services. Provider Intellectual Property is a valuable asset and is not to be used in an unauthorized manner or disclosed to any third party.

6.2 AI Deliverables

Unless otherwise expressly stated in a SOW, we retain all rights in any pre-existing or generic AI models, tools, or methodologies. You will receive a non-exclusive, non-transferable license to use the AI deliverables solely for your internal business purposes. Ownership of specific AI deliverables, including trained models, algorithms, and AI outputs, will be defined in the applicable SOW.

6.3 Third-Party and Open-Source Components

If any AI deliverable incorporates third-party or open-source software, models, or datasets, we will identify such components in the SOW and ensure your use of the deliverables is in compliance with all applicable licenses.

6.4 Your Data

You retain ownership of all data and content you provide to us. By engaging our services, you grant us a limited license to use your data solely for the purpose of delivering the services you have requested.

6.5 Portfolio and Marketing Use

We may use anonymized copies, excerpts, or representations of deliverables and work papers created during an engagement for the limited purpose of demonstrating our capabilities to prospective clients, provided that all such materials are stripped of your confidential information and any information that could reasonably identify you or your customers.

6.6 Work Paper Retention

As part of our confidential client files, we will retain copies of deliverables and other pertinent work papers generated during the engagement as evidence of work performed. Such materials will be retained in confidence per our confidentiality obligations.

7. AI Disclosure and Limitations

• AI Systems Are Not Human: Our AI voice agents, chatbots, and automation tools are powered by artificial intelligence. We will clearly disclose at the start of any AI interaction that you or your customers are interacting with an AI system, not a human, in compliance with the Texas Responsible Artificial Intelligence Governance Act (TRAIGA).
• AI Output Disclaimer: You acknowledge that AI outputs—including data, content, recommendations, predictions, or other results generated by AI deliverables—are generated based on input data and may be subject to limitations, including accuracy, bias, or errors. We make no representation or warranty as to the fitness of AI output for any particular purpose unless expressly stated in a SOW. You are solely responsible for any decisions or actions taken based on AI output, and we disclaim any liability arising from your reliance on such output.
• Bias and Explainability: We will use commercially reasonable efforts to mitigate bias and ensure the explainability of AI deliverables as specified in the applicable SOW. However, we do not warrant that AI deliverables will be free from bias or error, or that all outputs will be fully explainable.
• No Guaranteed Outcomes: While we strive to deliver effective automation solutions, results may vary based on your business context, data quality, and market conditions. We do not guarantee specific revenue increases, lead conversion rates, or cost savings.
• Third-Party Platform Dependencies: We may utilize third-party platforms, services, or tools (including but not limited to Retell AI, n8n, Relevance AI, Supabase, AWS, Stripe, and similar providers) in the performance of services. We are not liable for any downtime, security incident, data loss, service interruption, or other failure attributable to such third-party providers, provided that we have selected such providers with reasonable care. We will notify you of any material changes to third-party services that affect your solutions.

8. Confidentiality

"Confidential Information" means proprietary information and materials provided by one party to the other that is designated as confidential or that by its nature would be understood to be confidential. This includes business plans, customer data, trade secrets, financial data, operating procedures, and proprietary systems and technologies.

Confidential Information does not include information that: (a) was known to the receiving party prior to disclosure, (b) is or becomes publicly known, (c) is given by a third party with the right to disclose it, (d) is independently developed by the receiving party, or (e) is required to be disclosed by law or court order.

Each party agrees to keep Confidential Information in strict confidence, to use it solely for the purposes of the engagement, and to execute similar confidentiality obligations with all employees, agents, and subcontractors who may have access to such information. This confidentiality obligation survives termination of any engagement.

9. Fees and Payment

Fees for our services will be outlined in the applicable SOW and governed by our billing policies and rate structure. Unless otherwise specified in the SOW:

• Invoicing: We may invoice on a monthly or semi-monthly basis as defined in the SOW for services rendered, deliverables provided, and out-of-pocket expenses incurred.
• Payment Terms: Payment is due within seven (7) days of the date of our invoice, unless the SOW specifies otherwise.
• Late Payments: Undisputed amounts that remain unpaid after the due date will be subject to a late payment charge of 1.5% per month or the maximum rate permitted by Texas law, whichever is lower. You will not be assessed a late charge on amounts disputed in good faith for which you provide a written, detailed description of the dispute, provided you pay all undisputed amounts within seven (7) days.
• Suspension for Non-Payment: If any undisputed amount owed remains unpaid for more than fifteen (15) days after the due date, we may, upon written notice, suspend performance of services until all outstanding amounts are paid in full. Such suspension does not relieve you of your obligation to pay all amounts due and does not constitute a breach by us.
• Expenses: Customary and reasonable out-of-pocket expenses (travel, communications, and similar business expenses) incurred in the provision of services will be billed at actual cost. Any costs not specified in the SOW require your written approval in advance.
• Taxes: You are responsible for payment or reimbursement of all sales, use, excise, and similar taxes applicable to services rendered, except for our income taxes.
• Refunds: Service fees for completed work are non-refundable. If a project is cancelled before completion, you will be billed for work performed to date.

10. Term and Termination

• Term: Unless governed by a signed MSA with different terms, the service relationship begins on the date of engagement and continues for a period of one (1) year, automatically renewing for additional one-year terms unless either party provides written notice of termination at least thirty (30) days prior to the end of the current term.
• Termination for Breach: Either party may terminate the engagement if the other party commits a material breach and fails to remedy, or take reasonable steps to remedy, the breach within seven (7) days of receipt of written notice from the non-defaulting party.
• Effect of Termination: Termination does not affect rights and obligations that arose prior to termination (including payment obligations), and such rights and obligations survive termination. Upon termination, we will assist in transitioning your data and workflows in accordance with our data retention practices.
• Survival: Provisions relating to intellectual property, confidentiality, indemnification, limitation of liability, and dispute resolution survive termination of any engagement.

11. Warranty Disclaimer

ALL WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE REGARDING THE SERVICES AND DELIVERABLES ARE HEREBY DISCLAIMED AND EXCLUDED. WE DO NOT WARRANT THAT THE SERVICES OR DELIVERABLES PROVIDED WILL MEET YOUR REQUIREMENTS OR WILL PERFORM, OR BE PERFORMED, WITHOUT ERROR OR INTERRUPTION, AND WE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Our warranty is limited to the commitment that all services will be performed by personnel with relevant skill sets, familiar with the subject matter, in a professional, competent, and workmanlike manner.

12. Limitation of Liability

UNLESS FURTHER LIMITED IN A SIGNED AGREEMENT, OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY FOR DAMAGES FROM ANY CAUSE RELATED TO OR ARISING OUT OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT OR IN TORT, INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY), WILL NOT IN THE AGGREGATE EXCEED THE LESSER OF: (A) THE FEES PAID TO US FOR THE APPLICABLE SERVICES DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR (B) THE TOTAL FEES PAID FOR THE SPECIFIC SERVICES THAT GAVE RISE TO THE LIABILITY.

IN NO EVENT SHALL OUTCOME ORBIT AI BE LIABLE FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, REVENUES, PROFITS OR SAVINGS, OR LOSS OF OR DAMAGE TO DATA, FROM ANY CAUSE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

We are not liable for, and are not deemed in breach as a result of: (a) any downtime, security incident, data loss, or failure attributable to third-party platforms, provided we selected them with reasonable care; or (b) any loss, damage, or liability arising from your misuse, improper operation, or unauthorized modification of any AI systems, deliverables, or services, including use in violation of applicable laws or these Terms.

13. Indemnification

Mutual Indemnification: Each party shall indemnify, defend, and hold the other harmless against any third-party claim for bodily injury or personal property damage arising out of the indemnifying party's performance within the scope of its responsibilities.

Client Indemnification for Use of Deliverables: You agree to indemnify, defend, and hold harmless Outcome Orbit AI, its owners, employees, partners, agents, and subcontractors from any losses, liabilities, and claims (including costs and expenses) arising out of or resulting from your subsequent use of our ideas, recommendations, deliverables, AI outputs, or other work product, as well as any data you provide that is inaccurate, unlawful, or in breach of applicable regulations.

Each party is liable only for damages that arise from the performance of its own responsibilities. We are responsible for providing ideas, recommendations, and deliverables; you are responsible for how you subsequently use them.

14. Non-Solicitation

During the term of any engagement and for a period of one (1) year thereafter, neither party shall directly or indirectly solicit, hire, or otherwise retain as an employee or independent contractor any employee of the other party who was involved in the performance of any services, unless otherwise agreed to in writing.

15. Force Majeure

Except for your payment obligations, neither party shall be liable to the other for any delay or inability to perform its obligations if such delay or inability arises from an act, event, or cause beyond its reasonable control (including natural disasters, pandemics, government actions, or infrastructure failures). In the event of such a delay, the time for performance shall be extended for a period at least equal to the length of the delay.

16. Insurance

During the term of any engagement, Outcome Orbit AI maintains general liability insurance coverage at a minimum of $1,000,000 per occurrence and $1,000,000 in the aggregate.

17. Independent Contractor

Outcome Orbit AI is an independent contractor and not an employee, partner, agent, or joint venturer of any client. We do not have the authority to enter into any agreement or assume any liability on behalf of any client. Our employees remain our employees, and we have sole responsibility for them.

18. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Texas. Any suit or action arising under these Terms shall be brought in a State or Federal Court in Montgomery County, Texas. Both parties consent to the jurisdiction and venue of such courts.

19. Assignment

These Terms and any engagement shall not be assigned by either party without the express prior written consent of the other, except to a parent, subsidiary, or successor by purchase, merger, or acquisition. No assignment shall relieve the assignor of its obligations. Any assignment not in accordance with these provisions shall be void.

20. Modifications

We reserve the right to update these Terms at any time. Changes become effective when posted on our website. Continued use of our services after changes are posted constitutes acceptance. We will notify active clients of material changes via email. No amendment to a signed MSA or SOW shall be binding unless made in writing and signed by both parties.

21. Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

22. Waiver

The failure of either party to insist upon strict performance of any term of these Terms will not be construed as a waiver of the right to assert or rely upon such term in the future.

23. Entire Agreement

These Terms, together with any applicable MSA, SOW, and related attachments, set forth the entire agreement between you and Outcome Orbit AI regarding the subject matter herein and supersede all prior oral and written agreements, understandings, or quotations.

24. Contact Information

For questions about these Terms, contact us at: