Terms of Service
1. Acceptance of Terms
Welcome to ProBizSystems. By accessing our website at probizsystems.com, engaging our services, or using any of our AI-powered solutions, you agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you ("Client," "you," or "your") and ProBizSystems ("Company," "we," "our," or "us").
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use our Services.
2. Description of Services
ProBizSystems provides AI-powered digital marketing and technology solutions, including but not limited to:
- OpenClaw AI Solutions: Custom AI assistant setup, training, and deployment for business workflows across multiple channels
- Business Automation: Intelligent email management, calendar coordination, document processing, social media automation, and lead nurturing
- Custom Skill Development: Proprietary AI skill creation, workflow integration, and industry-specific solutions
- Digital Marketing Services: Paid traffic management, reputation marketing, website design, social media management, email marketing, video marketing, lead generation, SEO, marketing automation, sales funnels, and loyalty programs
- AI Strategy Consulting: Workflow analysis, ROI modeling, change management, and competitive AI advantage planning
The specific services to be provided will be detailed in individual Service Agreements or Statements of Work executed between the parties.
3. Client Responsibilities
As a client of ProBizSystems, you agree to:
- Provide accurate, complete, and timely information necessary for the delivery of services
- Designate a primary point of contact for communication and decision-making
- Review and provide feedback on deliverables within agreed-upon timeframes
- Ensure that all content, materials, and data you provide do not infringe on any third-party rights
- Maintain the security of your account credentials and notify us immediately of any unauthorized access
- Comply with all applicable laws and regulations in connection with your use of our services
- Not use our AI solutions for any unlawful, harmful, or deceptive purposes
4. AI Services Specific Terms
4.1 AI Output Disclaimer
Our OpenClaw AI solutions generate outputs based on machine learning models and the data provided. While we strive for accuracy and reliability, AI-generated content may occasionally contain errors, inaccuracies, or biases. You acknowledge that:
- AI outputs should be reviewed by qualified personnel before being used in critical business decisions
- We do not guarantee the accuracy, completeness, or suitability of AI-generated content for any specific purpose
- You are responsible for the final review and approval of all AI-generated content before publication or distribution
4.2 Data Processing
When using our AI services, you grant ProBizSystems a limited license to process the data you provide solely for the purpose of delivering the agreed-upon services. We will handle your data in accordance with our Privacy Policy and applicable data protection regulations.
4.3 Model Training
Unless explicitly agreed upon in writing, your proprietary data will not be used to train general-purpose AI models. Custom models developed specifically for your business remain subject to the intellectual property terms outlined in Section 6.
5. Payment Terms
- Pricing: Service fees are as specified in the applicable Service Agreement or as listed on our website for standard packages
- Invoicing: Invoices are issued monthly in advance for recurring services, or as specified in the Service Agreement
- Payment Due: Payment is due within thirty (30) days of invoice date unless otherwise agreed
- Late Payments: Overdue amounts may accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less
- Setup Fees: One-time setup and configuration fees are non-refundable once work has commenced
- Price Changes: We reserve the right to modify pricing with 30 days' written notice. Existing Service Agreements will be honored through their current term
- Taxes: All fees are exclusive of applicable taxes, which are the responsibility of the Client
6. Intellectual Property
6.1 ProBizSystems IP
All proprietary technology, methodologies, tools, frameworks, AI models, and software developed by ProBizSystems remain our exclusive intellectual property. This includes our OpenClaw platform, automation frameworks, and any pre-existing intellectual property used in delivering services.
6.2 Client IP
You retain all rights to your pre-existing intellectual property, including trademarks, content, and proprietary business data. Any content or materials you provide to us remain your property.
6.3 Work Product
Unless otherwise specified in the Service Agreement, custom deliverables created specifically for you (such as marketing content, website designs, and custom AI configurations) are assigned to you upon full payment. However, we retain the right to use general knowledge, techniques, and methodologies gained during the engagement.
7. Limitation of Liability
To the maximum extent permitted by applicable law:
- ProBizSystems' total liability for any claims arising from or related to these Terms or the Services shall not exceed the total fees paid by you in the twelve (12) months preceding the claim
- In no event shall ProBizSystems be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill
- We shall not be liable for any damages resulting from AI-generated outputs that were not reviewed by the Client before use
- We shall not be liable for service interruptions caused by third-party platforms, APIs, or infrastructure providers
8. Warranties and Disclaimers
ProBizSystems warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except for this express warranty:
- Services are provided "as is" and "as available" without warranties of any kind, either express or implied
- We disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement
- We do not warrant that AI services will be uninterrupted, error-free, or that results will meet specific expectations
- We do not guarantee specific marketing results, search engine rankings, or revenue increases
9. Termination
- By Client: You may terminate services with 30 days' written notice. Early termination of annual contracts may be subject to early termination fees as specified in the Service Agreement
- By ProBizSystems: We may terminate services immediately if you breach these Terms, fail to make timely payments, or use our services for unlawful purposes
- Data Return: Upon request within 30 days of termination, we will provide you with a copy of your data in a standard format. After this period, we may delete your data in accordance with our retention policies
10. Indemnification
You agree to indemnify, defend, and hold harmless ProBizSystems and its officers, directors, employees, contractors, and agents from and against any claims, damages, obligations, losses, liabilities, costs, or expenses arising from:
- Your use of the Services
- Your violation of these Terms
- Your violation of any third-party rights, including intellectual property rights
- Any Client Content that you provide through the Services
11. Confidentiality
Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the business relationship. This includes, but is not limited to, business strategies, technical specifications, client lists, pricing information, and AI model configurations. Confidentiality obligations survive termination of these Terms for a period of two (2) years.
12. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the United States, without regard to its conflict of law provisions. Any disputes arising out of or relating to these Terms or the Services shall first be attempted to be resolved through good-faith negotiation between the parties.
If negotiation fails, disputes shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The decision of the arbitrator shall be final and binding.
13. Modifications to Terms
ProBizSystems reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of the Services after such modifications constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must discontinue use of the Services.
14. General Provisions
- Entire Agreement: These Terms, together with any applicable Service Agreements and our Privacy Policy, constitute the entire agreement between you and ProBizSystems regarding the Services
- Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect
- Waiver: The failure of ProBizSystems to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision
- Assignment: You may not assign or transfer these Terms without our prior written consent. ProBizSystems may assign these Terms without restriction
- Force Majeure: ProBizSystems shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control
15. Contact Information
If you have any questions about these Terms of Service, please contact us:
ProBizSystems