1. Acceptance of Terms

These Terms of Service (“Terms”) govern your use of idaritysolutions.com and the services offered by IDARITY Solutions LLC (“IDARITY,” “we,” “us,” or “our”), a Georgia limited liability company based in Atlanta, Georgia. By using the website, booking a demo, completing checkout, accepting the credentials we provide for your branded platform login, or otherwise engaging us for any service, you (“you,” “your,” or “Client”) agree to these Terms. If you do not agree, do not use the site or our services.

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. In that case “you” refers to the entity.

2. Description of the Services

We deliver up to five AI agents on a software platform provided to you under your own brand (the “Branded Platform”), accessed through a login we provision for you. The five agents are:

AI Phone Agent — a voice agent that answers inbound calls, qualifies callers, and books appointments.
Automated SMS & Email Follow-Up — an agent that sends automated messages to new leads and ongoing nurture sequences.
Database Reactivation — an agent that runs outbound messaging campaigns against a contact list you provide.
AI Reputation Management — an agent that requests reviews after qualifying events, monitors review platforms, and drafts responses to published reviews.
AI Social Posting — an agent that drafts, schedules, and publishes social media posts on the accounts you connect to the Branded Platform.

The specific scope, configuration, channels, monthly volumes, and active agents for your engagement are agreed at onboarding and may be updated in writing (including by email) by mutual agreement. The services do not include legal, tax, accounting, financial, medical, or other licensed professional advice.

3. Account and Branded Platform Access

We provision a login on the Branded Platform for the users you designate. You are responsible for the accuracy of the user information you provide, for the confidentiality of login credentials, for the activities of every user under your account, and for promptly notifying us of any unauthorized access. We may suspend access if we reasonably believe an account has been compromised, is being used to violate these Terms, or is creating a material risk to other clients, our vendors, or the public.

The Branded Platform is operated by us using a commercial software platform we license from a third party. You receive a right to use the Branded Platform during your subscription, not ownership of the underlying platform. Your data (Section 7) remains yours.

4. Payment

Services are sold on a subscription basis. The monthly fee, any one-time setup fee, the billing cycle, and the volume tier for each agent are agreed at onboarding. Stripe processes payments on our behalf and stores billing data under its own terms. We do not see or store your full card number.

You authorize automatic recurring charges to the payment method on file on each billing cycle until you cancel under Section 5. Subscription fees are non-refundable except as expressly stated in Section 5 or as required by applicable law. Setup fees are non-refundable once we begin onboarding work.

Usage of certain services (for example, telephony minutes, SMS messages, and AI-model token usage) may incur usage-based fees outside the subscription tier. Where applicable, these are disclosed at onboarding or in writing before they accrue. Taxes, if any apply, are your responsibility.

If a payment fails, we may, after notice, suspend or terminate the services. You remain liable for fees accrued before suspension or termination.

5. Cancellation, Term, and Termination

Subscriptions are month-to-month and renew automatically. You may cancel for any reason effective at the end of the then-current billing cycle by writing to us through the contact page or by emailing the address on your invoice. Fees paid for the then-current cycle are not refunded on cancellation, except where required by law.

We may terminate or suspend the services immediately for material breach (including non-payment, repeated violation of these Terms, or any conduct creating material legal or reputational risk to us, our vendors, or other clients) and on 30 days’ written notice for any other reason.

On termination, your access to the Branded Platform ends and we will provide a reasonable period (typically 30–90 days) to export your data under Section 7. Sections that by their nature should survive (including payment for accrued amounts, data ownership, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and miscellaneous) will survive termination.

6. Your Responsibilities and Compliance

The services automate outreach and communication on your behalf. You sit in the chain of responsibility for those communications. By using the services, you represent, warrant, and agree that:

Lawful contacts. Every contact you upload, sync, import, or otherwise direct into the services (collectively, “Your Contacts”) was obtained lawfully and you have a current legal basis to communicate with that contact through the channel you have configured.
Consent for automated calls and texts. You hold all consents required by the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the Telemarketing Sales Rule, state telemarketing laws, state autodialer and prerecorded-message laws, the Federal Communications Commission’s rules, the Federal Trade Commission’s rules, and any other applicable law, before you instruct the services to send any SMS, automated voice, prerecorded, or AI-generated outbound communication to that contact. You honor opt-out, do-not-call, and unsubscribe requests promptly across all channels. You specifically warrant that, before any outbound SMS, prerecorded message, or AI-generated voice call is initiated through the services to any contact:
1. you hold prior express written consent, meeting the FCC’s signature, clear-and-conspicuous disclosure, and one-to-one requirements (47 C.F.R. § 64.1200), from that contact for that specific channel and for marketing of your specific products or services;
2. you have scrubbed the contact against the National Do-Not-Call Registry and any applicable state do-not-call list within the prior thirty-one (31) days;
3. the contact is not on your internal do-not-call list and has not revoked consent through any reasonable means in any channel;
4. the call or message will be initiated only between 8:00 a.m. and 9:00 p.m. in the contact’s local time, and will further comply with any stricter state law (including the Florida Telephone Solicitation Act, the Washington Commercial Electronic Mail Act, the Oklahoma Telephone Solicitation Act, and any other state mini-TCPA);
5. any AI-generated voice or prerecorded message includes the disclosures required by 47 C.F.R. § 64.1200(b) at the outset of the call, and any communication required by law to disclose that it was generated by AI does so;
6. you have implemented and will maintain a process to honor opt-out requests within ten (10) business days across all channels, and you honor revocations of consent expressed through any reasonable means; and
7. for SMS specifically, you have completed any required carrier-level registration (including 10DLC brand and campaign registration through The Campaign Registry), and your registered use case accurately describes the campaigns you operate through the services.
You acknowledge that any failure of these warranties is a material breach of these Terms and triggers your indemnification obligation in Section 15.
Email compliance. Outbound email you authorize complies with the CAN-SPAM Act, including accurate sender identification, a functioning unsubscribe mechanism, and prompt processing of unsubscribe requests.
Call recording. If your AI Phone Agent records calls, you are responsible for configuring it to disclose recording where the law of any state in which your callers are located requires that disclosure. You acknowledge that the AI Phone Agent’s default configuration includes a recording disclosure at the start of each call, and that any decision by you to disable, modify, or shorten that disclosure is your decision and your responsibility. You further acknowledge that inbound callers may be physically located in states other than your state of operation, that the recording laws of the caller’s location may apply (including all-party-consent states such as California, Florida, Illinois, Pennsylvania, Washington, Massachusetts, Maryland, Montana, New Hampshire, Connecticut, Michigan, Delaware, and Oregon), and that the recording disclosure you configure must be sufficient under the laws of every state from which you reasonably expect to receive calls. You agree that we have no responsibility for configuring or verifying recording disclosures for your business.
Industry-specific rules. If you operate in a regulated industry (including healthcare, legal, financial services, insurance, debt collection, or anything covered by HIPAA, GLBA, the Fair Debt Collection Practices Act, state insurance regulations, state bar rules, or similar regimes) you are responsible for confirming that your use of the services complies with the rules applicable to you. The services are not currently configured for, and you may not use them to transmit, protected health information regulated by HIPAA without a separate written agreement with us covering that use.
Accurate inputs. Information you provide for use by the services (your business hours, services, pricing, FAQs, content templates, brand voice guidelines, and similar) is accurate and current. You are responsible for keeping these inputs up to date.
No prohibited use. You will not use the services to send spam, phishing, malware, harassment, deceptive marketing, content that infringes any third party’s rights, content that violates platform terms of service for any connected platform, content involving minors as targets of marketing, content related to firearms or other regulated goods where prohibited, or any other unlawful content.
Brand authority. You authorize us, on your written instruction (including by email or through configurations you save in the Branded Platform), to send communications on your behalf and from your branded identifiers (your business name, your phone numbers, your sender email addresses, and your connected social accounts) within the scope you have configured.
AI disclosure. Where the law of any jurisdiction in which a recipient is located requires disclosure that a communication is generated by AI or by an automated system, you authorize and instruct us to apply that disclosure by default. You are responsible for the legal sufficiency of any AI-disclosure language you customize or disable.
Review-platform compliance. If you use AI Reputation Management, you confirm that your review-request process is not gated by sentiment screening or any other practice prohibited by the policies of the platforms you operate on (including Google, Yelp, and Facebook), and that any AI-drafted responses comply with each platform’s rules for business replies.

7. Your Data

Ownership. You own Your Contacts, Your Content, and the data generated about your customers and leads through the services (collectively, “Client Data”). We do not claim ownership of Client Data.

License to operate. You grant us a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, copy, and use Client Data, including by routing it through the sub-processors identified in our Privacy Policy, for the purpose of delivering and operating the services for you. This license also covers use of Client Data in aggregated or de-identified form for security monitoring, abuse prevention, troubleshooting, service improvement, and reporting that does not identify you or any individual. We will not use identifiable Client Data to train third-party AI models or our own models for the benefit of any other client.

Export. During the active term and for a reasonable period after termination (typically 30–90 days), you may request export of Client Data in a commercially reasonable format. We will use commercially reasonable efforts to deliver the export within a reasonable time after request.

Deletion. After the post-termination export window closes, we delete or anonymize Client Data in the systems we control, subject to backups, logs, audit records, and obligations to retain certain records under law. Sub-processors may retain logs, metadata, and call recordings under their own retention policies, which we cannot override.

8. AI Output Disclaimer

The services use AI systems (including large language models, speech synthesis models, transcription models, classifiers, and orchestration logic that combines them) provided by us and by third-party vendors. AI systems produce outputs probabilistically. Outputs may be inaccurate, incomplete, biased, out of date, off-topic, off-brand, internally inconsistent, or otherwise erroneous. Categories of error include without limitation:

Factual hallucinations (the model fabricates a fact, price, address, hour of operation, policy, product, or person).
Misunderstanding a caller’s intent, misrouting a call, or scheduling against the wrong calendar slot.
Drafting SMS, email, review responses, or social posts that contain mistakes, off-brand language, or content that could embarrass you or violate platform rules.
Mishandling sentiment, sarcasm, slang, accented speech, or non-English speech.
Failing to recognize an emergency, a regulated topic, or a request that should have been escalated to a human.
Repeating an instruction it received from a caller or a prompt-injection-style input despite our safeguards.
Transient outages of third-party AI vendors that cause delays, partial responses, or non-responses.
AI-drafted responses, replies, or posts that a third party may claim to be defamatory, disparaging, misleading, or infringing of intellectual property.
Booking errors that result in a customer of yours arriving at the wrong time or for the wrong service, and any downstream loss the customer or you may suffer as a result.

These risks are inherent characteristics of the current state of the technology, not defects in our services. You acknowledge and accept these risks. You are responsible for reviewing AI outputs before publication where your business or legal context requires that review, and for the consequences of any AI output you allow to be published, sent, or broadcast without prior human review. You acknowledge that any decision to operate any AI agent without per-message human review is a decision you have made with knowledge of the risks described in this Section. We design, configure, monitor, and tune the AI agents using commercially reasonable practices, but we do not warrant, and you do not rely on us to warrant, that any specific AI output will be accurate, complete, on-brand, lawful, or appropriate for any particular purpose.

9. Human Oversight and Review

The services are designed to assist, not replace, your business judgment. You are responsible for human oversight of the AI agents, including: monitoring outputs through the Branded Platform; configuring call routing, message templates, opt-out flows, content guidelines, escalation paths, and human-in-the-loop review where you want it; reviewing AI-drafted responses and posts before publishing if your business requires that level of review; investigating customer complaints about AI communications you authorized; and updating configurations promptly when laws, policies, or your business rules change. If you choose to allow an AI agent to communicate without human review of each message, you accept the responsibility for the outputs it generates within your configured parameters.

10. Service Availability

The services depend on third-party providers, including telephony carriers, voice AI providers, large language model providers, the platform infrastructure underlying the Branded Platform, payment processors, email and SMS gateways, social media platforms, and internet connectivity. We do not guarantee uninterrupted service, specific uptime, specific response latency, specific message delivery rates, or any specific error rate or accuracy level, except as separately agreed in writing. Scheduled maintenance, third-party outages, force majeure events under Section 19, and other interruptions outside our reasonable control are not breaches of these Terms.

11. Intellectual Property

Our IP. We retain all right, title, and interest in the methodologies, frameworks, prompts, templates, agent designs, workflows, analyses, evaluation tools, datasets, training material, code, configurations, and know-how we use to build and operate the services, including improvements to any of these developed during the engagement. Nothing in these Terms transfers ownership of that material to you. You receive a right to use the services and the Branded Platform during your subscription, not ownership of either.

Your IP. You retain all right, title, and interest in your brand, your content, your contact lists, and Client Data. You grant us the license described in Section 7 to operate the services for you.

What you may not do. You may not (a) resell or sublicense the services to a third party as a standalone offering, (b) reverse engineer, decompile, or attempt to discover the underlying source code or model weights of the services, (c) use the services to train an AI system that competes with the services, (d) remove our copyright, trademark, or attribution notices from any materials we provide, or (e) use the services in any way that violates applicable law.

Site content. All content on idaritysolutions.com, including text, graphics, logos, and code, is the property of IDARITY Solutions LLC or its licensors and is protected by applicable intellectual property laws.

12. Confidentiality

We treat non-public business information you share during onboarding, configuration calls, support communications, or otherwise in connection with the engagement as your confidential information and will not disclose it outside our company except (a) as needed to deliver the services (including to the sub-processors identified in the Privacy Policy under their own confidentiality obligations), (b) to our own accountants, attorneys, and insurers under duties of confidentiality, or (c) as required by law, in which case we will give you reasonable advance notice where legally permitted so you can seek protection.

No marketing without consent. We will not use your name, your company’s name, your logo, your specific business details, numbers you share with us, the contents of materials we deliver to you, or any other identifying information in any case study, testimonial, advertisement, social media post, or other marketing material without your prior written consent. “Written consent” includes email. We may refer to our work in the aggregate and in anonymized form (for example, “an Atlanta HVAC operator”) without naming you.

You agree to treat materials we deliver to you (including configurations, prompts, templates, and any analyses we share with you) as our confidential information and not to republish, resell, or share them outside your business, except that you may share them with your own employees, contractors, attorneys, accountants, investors, advisors, and successors in interest who have a reasonable need to see them and who are under confidentiality obligations consistent with this section.

These confidentiality obligations do not apply to information that is or becomes public through no breach of these Terms, that the receiving party independently developed without reference to the disclosed information, or that the receiving party received from a third party without a duty of confidentiality. These obligations survive termination of these Terms for five (5) years, except that obligations covering trade secrets continue for as long as the information qualifies as a trade secret under applicable law.

13. Disclaimers

Basis of our work. The services run on the configuration and inputs you and your team provide. We do not independently verify your revenue figures, customer counts, call volumes, staff data, contact lists, brand voice guidelines, or any other facts you provide. If the information you provide is incomplete or inaccurate, the services will reflect that.

Third-party tools. The services depend on third-party providers. Their tools, prices, features, terms, and availability can change or disappear without notice. We are not responsible for the performance, pricing, security, uptime, data handling, or terms of any third-party product underlying the services or recommended to you. You are responsible for your own due diligence and contract review before signing up for any product we recommend outside the subscribed services.

No guaranteed outcome. Any projected revenue recovery, cost savings, time savings, hours reclaimed, lead conversion, response rate, review volume, or ROI figures discussed during sales conversations, in marketing material, or in onboarding documents are good-faith estimates, not promises or guarantees. Results depend heavily on your team, your market, your existing systems, your execution, your budget, your data quality, the configurations you maintain, and factors outside our control. Past or typical results do not predict future results. We do not promise any specific financial, operational, or competitive outcome, and you agree that no such promise has been made to you outside of what is written in these Terms and any signed engagement document.

Not licensed professional advice. Nothing in the services constitutes legal, tax, accounting, financial, medical, HR, regulatory, or any other licensed professional advice. Before acting on any output from the services in a regulated area, you should consult a licensed professional in that field.

“As is.” To the fullest extent permitted by law, the services, the Branded Platform, the website, all AI outputs, and all other deliverables are provided “as is” and “as available,” without warranties of any kind, either express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, or uninterrupted availability.

14. Limitation of Liability

To the maximum extent permitted by Georgia law, our total aggregate liability to you for any and all claims arising out of or relating to the services, the Branded Platform, the website, or these Terms, whether in contract, tort (including negligence), strict liability, statutory claim, or any other theory, is capped at the greater of (a) the total fees you actually paid to us in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one thousand five hundred dollars ($1,500).

We are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, lost business opportunities, lost goodwill, business interruption, regulatory fines, claims by your customers or contacts (which are addressed by your indemnification in Section 15), or third-party platform suspensions or penalties, even if we have been advised of the possibility of such damages.

The limitations in this section apply to the fullest extent permitted by law, are an essential basis of the bargain between us, would not be limited by any failure of essential purpose, and survive termination of these Terms.

Exceptions to the cap. The cap and exclusions in this Section 14 do not apply to: (a) your obligation to pay fees and applicable taxes when due; (b) your indemnification obligations under Section 15 (Your Indemnity); (c) your breach of Sections 6 (Your Responsibilities and Compliance), 11 (Intellectual Property), or 12 (Confidentiality); or (d) liability that cannot be limited under applicable law. For clarity, the limitations in this Section apply only to IDARITY’s liability to you, and do not cap your liability to IDARITY under these Terms.

Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, willful misconduct, or violations of law that cannot be waived by agreement.

15. Indemnification

Your indemnity. You agree to defend, indemnify, and hold harmless IDARITY Solutions LLC and its members, officers, employees, contractors, and sub-processors from and against any third-party claim, and reasonable attorneys’ fees and costs actually incurred in defending it, to the extent the claim arises out of (a) communications sent on your behalf or from your branded identifiers under your configuration, (b) the lawfulness of Your Contacts or the basis on which they were collected, (c) any violation of the TCPA, CAN-SPAM Act, Telemarketing Sales Rule, state telemarketing or autodialer laws, recording-consent laws, or any other telemarketing, privacy, or consumer-protection law arising from communications you authorized, (d) any regulatory fine or platform penalty imposed on you for those communications, (e) your decisions about whether and how to configure or use the services, (f) your use of any third-party tool we recommended outside the subscribed services, (g) your material breach of these Terms (especially Section 6), or (h) your material violation of applicable law. This indemnity does not apply to the extent a claim is caused by our gross negligence or willful misconduct.

Our indemnity. We agree to defend, indemnify, and hold you harmless from and against any third-party claim, and reasonable attorneys’ fees and costs actually incurred in defending it, to the extent the claim alleges that the services, as delivered by us and used within the scope of these Terms, infringe that party’s United States copyright, registered trademark, or trade secret rights. This indemnity does not cover (a) modifications you or anyone on your behalf made to the services, (b) combinations of the services with other materials we did not provide, (c) any third-party tool we merely recommended, (d) outputs of an AI model that result from prompts, content, or data you supplied, or (e) Client Data. Our total liability under this paragraph is capped at the greater of (i) the total fees you actually paid to us in the twelve (12) months preceding the claim, or (ii) twenty-five thousand dollars ($25,000), notwithstanding the cap in Section 14.

Procedure. The indemnified party must give the indemnifying party prompt written notice of the claim, reasonable cooperation in the defense, and sole control over the defense and settlement, provided that no settlement that imposes any obligation or admission on the indemnified party will be made without that party’s prior written consent (not to be unreasonably withheld).

16. Privacy

Your use of the site and services is also governed by our Privacy Policy, which explains what we collect, how we use it, and the role each party plays with respect to Client Data.

17. Governing Law

These Terms are governed by the laws of the State of Georgia, without regard to its conflict of law provisions.

18. Dispute Resolution

Step one: informal resolution. If a dispute arises, we both agree to try to resolve it informally first. Reach out through our contact page and describe the issue in writing. We will work with you in good faith for at least 30 days from the date of that notice to find a resolution.

Step two: binding arbitration. If informal resolution does not succeed within that 30-day period, any dispute, claim, or controversy arising out of or relating to these Terms or the services will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with a single arbitrator, seated in Fulton County, Georgia. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys’ fees unless the arbitrator awards fees under applicable law. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.

Class-action waiver. You and we each agree that any dispute will be brought in an individual capacity only, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims from more than one person and may not preside over any form of representative or class proceeding. If a court decides this class-action waiver is unenforceable with respect to a particular claim, that claim, and only that claim, will be severed from arbitration and brought in the courts identified below.

Carve-outs. Either party may (a) bring an individual claim in small-claims court in Fulton County, Georgia if it qualifies, and (b) seek temporary or preliminary injunctive relief in the state or federal courts located in Fulton County, Georgia to protect its intellectual property, confidential information, or trade secrets, without first proceeding through arbitration.

Venue for any claim not subject to arbitration. For any claim carved out above, or any claim the arbitrator or a court determines cannot be arbitrated, you and we consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Fulton County, Georgia.

30-day opt-out. You may opt out of this arbitration agreement by sending written notice through our contact page within 30 days of first accepting these Terms. If you opt out, the class-action waiver and the Fulton County court provisions still apply, but disputes will proceed in court rather than arbitration.

19. Force Majeure

Neither party is liable for delay or failure to perform caused by events outside its reasonable control, including natural disasters, labor disputes, power or internet outages, government action, acts of war or terrorism, pandemic, failures or outages of third-party AI providers, telephony carriers, or platform infrastructure, or cyberattacks. The affected party will use reasonable efforts to resume performance.

20. Changes to These Terms

We may update these Terms from time to time. When we do, we will update the “Last updated” date at the top of this page. For non-material changes (clarifications, typo fixes, or updates to contact details), the change is effective when posted.

For material changes that affect your rights or obligations as an active client (including changes to fees, payment, cancellation, limitation of liability, indemnification, dispute resolution, or your responsibilities under Section 6), we will give at least 30 days advance notice by posting a notice on the site and by sending an email to the address on file. If you do not agree to a material change, you may terminate your subscription under Section 5 before the change takes effect. Your continued use of the services after the effective date of the change means you accept the updated Terms.

21. Miscellaneous

Entire agreement. These Terms, together with our Privacy Policy and any separately signed engagement document referenced at onboarding, are the entire agreement between you and us concerning the subject matter and supersede any prior discussions, proposals, or agreements on the same subject.

Severability. If any provision of these Terms is held unenforceable by a court or arbitrator of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

No waiver. Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision. Any waiver must be in writing and signed by us.

Assignment. You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of your assets. We may assign these Terms in connection with a merger, acquisition, financing, or sale of substantially all of our assets.

Independent contractors. The relationship between you and us is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, fiduciary, agency, or franchise relationship.

Notices. Legal notices to us must be sent through our contact page or by mail to IDARITY Solutions LLC at the Atlanta, Georgia mailing address provided there. Notices to you may be sent to the email address on file with us or posted on the site.

Electronic acceptance. You agree that clicking a checkbox, completing Stripe checkout, accepting your Branded Platform login credentials, or using the services after being presented with a link to these Terms is a valid electronic signature and that these Terms are binding on you in the same way a paper agreement would be.

Headings. Section headings are for convenience only and do not affect interpretation.

22. Contact

Questions about these Terms? Please contact us.