Terms and Conditions

You must be at least 18 years old and able to form a binding contract. If you accept these Terms on behalf of a company, you represent that you have authority to bind that company, and “you” refers to that company.

Kota provides AI-powered marketing and business automation services, which may include:

• Website design and conversion optimization
• Paid advertising management (including Google and Meta)
• Database reactivation and outbound outreach campaigns
• Reputation, review, and referral automation
• Lead nurturing across SMS, email, and voice
• AI voice agents and missed-call text-back systems
• Sales call review and coaching tools
• Related consulting and implementation work

The specific services, deliverables, fees, and term for any engagement are set out in a separate proposal, order form, or service agreement (each, an “Order”). If an Order conflicts with these Terms, the Order controls for that engagement.

You may use the Site for lawful purposes only. You agree not to:

• Scrape, crawl, or harvest data from the Site without written permission
• Reverse engineer, decompile, or attempt to extract source code or prompts
• Interfere with the Site’s operation, security, or availability
• Upload malicious code or attempt unauthorized access
• Use the Site to infringe anyone’s rights or violate any law
• Misrepresent your identity or affiliation

We may suspend or terminate access for any violation.

If you engage our services, you agree to:

Provide access and cooperation. Grant us the access we need to your advertising accounts, CRM, website, phone numbers, business listings, and other platforms, and respond to requests in a timely manner. Delays on your side may extend timelines without reducing fees.

Provide accurate information. All business, product, pricing, licensing, and claims information you give us must be accurate and not misleading.

Own your contact data and consent. You represent and warrant that any contact list, customer database, or lead data you provide was lawfully obtained and that you have the necessary consents to contact those individuals by phone, text, and email. This includes prior express written consent where required by the Telephone Consumer Protection Act (TCPA) and comparable state laws.

Comply with applicable law. You are responsible for compliance with all laws governing your business and your marketing, including but not limited to the TCPA, CAN-SPAM, state telemarketing and Do-Not-Call rules, state call recording laws, advertising and unfair-practices laws, industry-specific licensing rules, and — where applicable — HIPAA, state health privacy laws, the federal Anti-Kickback Statute, and any state restrictions on paid referrals or lead generation in healthcare and senior care.

Review outbound content. You are responsible for reviewing and approving messaging, scripts, ad creative, and AI agent configurations before they go live and for monitoring them thereafter.

Maintain your own accounts. You retain ownership of and responsibility for your advertising accounts, phone numbers, domains, and platform subscriptions unless we agree otherwise in writing.

Our services rely on artificial intelligence, including large language models and automated voice agents. You acknowledge that:

• AI outputs may be inaccurate, incomplete, or unexpected, and can vary between identical inputs
• AI agents may misunderstand callers, mishandle edge cases, or fail to respond as intended
• AI systems are tools that require your ongoing human oversight
• AI-generated content is not legal, medical, financial, or professional advice, and neither we nor our AI systems provide it
• You are responsible for the accuracy of statements made on your behalf by systems we configure, and for reviewing the output before relying on it

Where required by law, AI agents will disclose that they are automated. You agree not to instruct us to configure systems that deny being AI when asked, impersonate a specific real person, or make claims you cannot substantiate.

Marketing results depend on factors outside our control, including your offer, pricing, market conditions, sales follow-up, competitor activity, and third-party platform behavior. We do not guarantee any specific number of leads, appointments, calls, sales, revenue, return on ad spend, or ranking, and any figures, case studies, or examples we share are illustrative rather than promised outcomes. Any guarantee applies only if it is written into a signed Order and states its exact terms and conditions.

Fees. Fees are stated in your Order. Unless stated otherwise, fees are quoted in U.S. dollars and are exclusive of taxes.

Recurring billing. Subscription and retainer fees are billed in advance on a recurring basis and renew automatically for successive periods until cancelled under Section 8. You authorize us to charge your payment method on file for all amounts due.

Ad spend is separate. Advertising budgets paid to Google, Meta, or other platforms are your expense and are billed directly to your payment method by those platforms unless your Order says otherwise. Ad spend is not part of our management fee.

Pass-through costs. Third-party costs such as messaging fees, telephony charges, software licenses, and per-minute AI voice usage are your responsibility unless your Order includes them.

Late payment. Invoices are due on receipt unless stated otherwise. Amounts more than 10 days past due may accrue interest at 1.5% per month or the maximum permitted by law, and we may suspend services until payment is received.

Refunds. Fees are non-refundable except where required by law or expressly stated in your Order. Setup fees and work already performed are non-refundable.

Chargebacks. You agree to contact us before disputing a charge. Initiating a chargeback for services rendered is a breach of these Terms, and you agree to reimburse us for related fees and collection costs.

Initial term. Your Order states the initial term (for example, 90 days or 6 months). Fees for the initial term are payable in full.

Renewal and cancellation. After the initial term, the engagement continues month to month. Either party may cancel with at least 30 days’ written notice before the next billing date. Cancellation takes effect at the end of the then-current paid period; we do not prorate.

Termination for cause. Either party may terminate immediately if the other materially breaches these Terms and fails to cure within 10 days of written notice.

Termination by us. We may terminate or suspend immediately if you fail to pay, provide unlawful or misleading information, direct us to send communications without proper consent, or use our services in a way that creates legal or reputational risk.

Effect of termination. You remain responsible for fees accrued through the effective date. On request within 30 days, we will provide reasonable transition assistance and export of your data at our then-current rates. After 60 days, we may delete data associated with your account.

Our property. We own all rights in the Site, our methodologies, frameworks, prompt libraries, scripts, templates, workflows, software, and any tools we develop, including improvements made during your engagement. Nothing here transfers ownership of these to you.

Your property. You own your business name, logos, trademarks, product information, customer data, and content you provide. You grant us a non-exclusive license to use these solely to deliver the services and, unless you opt out in writing, to identify you as a client in our marketing.

Deliverables. On full payment, we grant you a perpetual, non-exclusive license to use the campaign-specific deliverables created for you (such as ad creative, copy, and page designs) in your own business. This license does not extend to our underlying tools, systems, or frameworks.

Feedback. We may freely use suggestions and feedback you provide without obligation to you.

Each party agrees to protect the other’s non-public business information with at least reasonable care and to use it only for purposes of the engagement. This does not apply to information that is public, independently developed, rightfully received from a third party, or required to be disclosed by law.

Our handling of personal information is described in our Privacy Policy. Where we process personal information on your behalf, we act as your service provider or processor and will process it only per your instructions and our agreement. If your business is subject to HIPAA and our services involve protected health information, the parties will execute a Business Associate Agreement before that processing begins.

Our services depend on third-party platforms we do not control. Those platforms may change their policies, pricing, APIs, or availability, may reject or restrict your ads or messaging, and may suspend accounts. We are not responsible for the acts, omissions, outages, or policy decisions of third parties, and such events do not entitle you to a refund. You are also bound by those platforms’ own terms.

THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI OUTPUTS WILL BE ACCURATE OR SUITABLE FOR YOUR PURPOSES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE FEES YOU PAID US IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. AD SPEND PAID TO THIRD-PARTY PLATFORMS IS EXCLUDED FROM THIS CALCULATION.

Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

You will defend, indemnify, and hold harmless Kota Holdings, LLC and its members, officers, employees, and contractors from any claims, damages, penalties, fines, and expenses (including reasonable attorneys’ fees) arising out of:

• Your breach of these Terms
• Content, claims, offers, or data you provide
• Your lack of valid consent for any individual we contact on your behalf, including TCPA and Do-Not-Call claims
• Your violation of any law or third-party right
• Your business operations, products, or services

We will defend, indemnify, and hold you harmless from third-party claims that our original deliverables infringe a U.S. intellectual property right, excluding claims arising from your materials or your modifications.

During the engagement and for 12 months after it ends, you agree not to directly solicit or hire our employees or contractors who worked on your account without our written consent.

Governing law. These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws rules.

Informal resolution. Before filing any claim, the parties agree to attempt to resolve the dispute in good faith for at least 30 days after written notice.

Arbitration. Any dispute not resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Orange County, Florida. Judgment on the award may be entered in any court of competent jurisdiction. Either party may bring an individual claim in small claims court, and either party may seek injunctive relief in court to protect intellectual property or confidential information.

Class action waiver. Disputes will be brought only in an individual capacity, not as a plaintiff or class member in any purported class or representative proceeding.

Time limit. Any claim must be brought within one (1) year after it arises, or it is permanently barred.

Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, employment, or agency relationship.

Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, including natural disasters, outages, platform failures, labor disruptions, and government actions.

Assignment. You may not assign these Terms without our written consent. We may assign in connection with a merger, acquisition, or sale of assets.

Severability. If any provision is unenforceable, the rest remains in effect.

Waiver. Failure to enforce a provision is not a waiver of it.

Notices. Notices to us go to info@getkota.ai and to the address below. Notices to you go to the email and address on your account.

Entire agreement. These Terms, together with your Order and our Privacy Policy, are the entire agreement between the parties and supersede prior discussions and proposals.

Changes. We may update these Terms. The updated version will be posted here with a new “Last Updated” date. For active clients, material changes take effect at the start of the next billing period. Continued use constitutes acceptance.

Kota Holdings, LLC

Maitland, FL 32751

Email: info@getkota.ai
Website: https://getkota.ai