Terms of Service
Effective Date: September 3, 2026
Last Updated: September 3, 2026
These Terms of Service (“Terms”) govern access to and use of the website, products, artificial intelligence systems, automation services, software configurations, consulting services, and other services provided by Ekko Solutions LLC (“Ekko Solutions,” “Ekko,” “we,” “us,” or “our”).
By accessing ekkosolutions.org, purchasing or using our Services, executing an order, proposal, statement of work, or other agreement referencing these Terms, or otherwise agreeing to receive Services from Ekko Solutions, you agree to these Terms.
If you accept these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have authority to bind that entity. In that case, “Client,” “you,” and “your” refer to that entity.
If you do not agree to these Terms, you may not purchase or use the Services.
1. About Ekko Solutions
Ekko Solutions LLC is a Texas-based artificial intelligence and automation agency that provides technology, consulting, implementation, integration, and related business services.
Ekko Solutions primarily serves small and medium-sized businesses, including businesses in industries such as HVAC, roofing, home services, and related fields.
Ekko Solutions is located in Wylie, Texas 75098, United States.
Website: ekkosolutions.org
Email: [email protected]
2. Services
Ekko Solutions may provide services including, but not limited to:
AI voice agents
AI chatbots
SMS agents
Email agents
Appointment-setting systems
Lead qualification systems
Customer-service agents
CRM implementation and automation
GoHighLevel accounts and subaccounts
Review and reputation-management automation
Website AI assistants
Websites and website-related services
Workflow automation
Sales automation
Customer engagement systems
Custom software integrations
API integrations
AI model integrations
Business process automation
Consulting
System design
System implementation
System configuration
Ongoing maintenance
Technical support
Optimization services
Custom development
Other related technology and professional services
Services may be offered as standardized packages, custom solutions, one-time projects, recurring subscriptions, annual plans, usage-based services, or combinations of these structures.
The specific Services purchased by a Client may be identified in a proposal, Order Form, Statement of Work (“SOW”), service agreement, invoice, written scope, or other applicable ordering document.
3. Order of Precedence
Ekko Solutions may enter into separate written agreements with Clients, including:
Master Services Agreements (“MSAs”)
Service Agreements
Statements of Work
Order Forms
Proposals
Quotes
Addenda
Data Processing Agreements
Other written agreements
If a signed written agreement between Ekko Solutions and a Client expressly conflicts with these Terms, the signed agreement will control with respect to that conflict.
These Terms will continue to apply to matters not addressed by the applicable signed agreement.
4. Eligibility
A person purchasing Services from Ekko Solutions must:
be at least 18 years old;
have legal capacity to enter into a binding agreement; and
if acting for a business or organization, have authority to bind that business or organization.
Ekko Solutions currently primarily offers its Services to businesses operating in Texas.
Ekko may expand availability to businesses in other states or jurisdictions in the future.
The 18-year-old Client eligibility requirement does not mean that every individual who interacts with a Client's AI system must be 18 or older.
For example, a Client's AI receptionist may receive an inbound inquiry from a person under 18. The Client is responsible for determining whether its services may lawfully be offered to minors and for implementing any required parental consent, age restrictions, notices, or other safeguards.
5. No Guaranteed Business Results
Unless Ekko Solutions expressly provides a written guarantee in a signed agreement, Ekko does not guarantee:
Any specific number of leads
Any specific number of appointments
Any conversion rate
Any closing rate
Any sales volume
Revenue
Profit
Cost savings
Return on investment
Customer retention
Search rankings
Marketing results
Response rates
Business growth
AI accuracy
Any other particular business outcome
Testimonials, examples, demonstrations, forecasts, estimates, projections, case studies, or prior client results do not constitute guarantees of future results.
Business performance depends on numerous factors outside Ekko Solutions' control.
6. Client Accounts
Clients may receive access to software accounts or subaccounts through GoHighLevel or other platforms used to provide the Services.
Clients are responsible for:
Maintaining accurate account information
Protecting passwords and login credentials
Using appropriate access controls
Monitoring authorized users
Removing access when personnel leave their organization
Preventing unauthorized access
Maintaining the security of their own devices and networks
Promptly notifying Ekko of suspected unauthorized access
The Client is responsible for activity occurring through accounts assigned to the Client or its authorized users, except to the extent directly caused by Ekko Solutions' misconduct or breach of its obligations.
Ekko may suspend access where it reasonably believes an account has been compromised, is being misused, or presents a security or legal risk.
7. Client Information and Responsibilities
Clients are responsible for providing accurate, complete, current, and lawful information required to configure and operate their systems.
This may include:
Business name
Contact information
Operating hours
Pricing
Services offered
Service areas
Promotions
Policies
FAQs
Scheduling rules
Appointment availability
Customer information
Lead information
CRM records
Scripts
Sales information
Documents
Marketing materials
Other business information
Ekko Solutions may use Client-provided information to construct, configure, prompt, train, or otherwise prepare a Client's AI systems.
The fact that Ekko performs the technical configuration does not transfer responsibility for the accuracy of Client-provided information to Ekko.
The Client remains responsible for the truthfulness, accuracy, legality, and completeness of information it supplies.
Ekko is not responsible for losses arising from an AI system communicating inaccurate information where the inaccurate information originated from the Client or Client-controlled data.
8. Client Review and Approval
Before an AI agent, automation, campaign, workflow, or other customer-facing system is launched, the Client is responsible for reasonably reviewing the system and confirming that:
Business information is accurate
Pricing is accurate
Policies are accurate
Services are correctly described
Scheduling rules are correct
Agent behavior is appropriate
Required disclosures are present
The system is suitable for the Client's intended use
Where Ekko provides the Client with an opportunity to review or test a system and the Client approves or authorizes deployment, the Client is responsible for its approved business information and operating instructions.
Clients should continue to periodically review systems after deployment.
AI systems may behave differently as conversations, integrations, underlying models, or third-party services change.
The Client must notify Ekko promptly of material errors or changes to information used by an AI system.
9. Artificial Intelligence
The Services may use artificial intelligence, machine learning, natural-language processing, generative AI, speech recognition, speech synthesis, automated workflows, or other automated technology.
AI systems may generate responses, recommendations, classifications, summaries, decisions, messages, actions, or other outputs.
Artificial intelligence is probabilistic and may produce unexpected results.
Accordingly, AI-generated outputs may be:
Incorrect
Incomplete
Misleading
Outdated
Inaccurate
Inconsistent
Inappropriate
Unavailable
Based on misunderstood input
Different from what a human would produce
The Client understands and accepts these limitations.
10. AI Output Responsibility
Clients are responsible for determining whether AI-generated output is appropriate for their business and intended use.
Clients must use appropriate human review where the consequences of an incorrect output could be significant.
Ekko Solutions is not responsible for a Client's decision to rely exclusively on an AI-generated output where reasonable human verification would be appropriate.
Ekko does not warrant that AI-generated content will be unique, error-free, legally compliant in every context, or suitable for any particular purpose.
Different users or third parties may receive similar or identical AI-generated outputs.
11. High-Risk Uses
Unless Ekko Solutions expressly agrees otherwise in a signed agreement specifically addressing the relevant regulatory requirements, Clients may not use the Services as the sole basis for:
Medical diagnosis or treatment
Emergency medical decisions
Legal advice
Financial or investment advice
Credit approval or denial
Insurance eligibility
Employment hiring or termination decisions
Housing eligibility
Education admissions
Government-benefit eligibility
Life-or-death decisions
Emergency dispatch
Decisions producing similarly significant legal effects
Clients may not represent an Ekko AI system as a licensed physician, attorney, financial adviser, emergency professional, or other regulated professional when it is not one.
Additional compliance requirements may apply if Ekko separately agrees to develop technology for a regulated or high-risk use.
12. Automated Decisions
Certain Ekko systems may automate administrative or business processes, including:
Appointment scheduling
Lead qualification
Lead routing
Request classification
Follow-up scheduling
Customer-service responses
Recommendations
CRM updates
Communication workflows
More advanced systems may support additional automated decision-making.
The Client is responsible for ensuring that its chosen use of automated decision-making complies with applicable law.
Ekko may require human-review mechanisms, additional disclosures, consent procedures, or technical limitations for higher-risk use cases.
13. AI Voice Technology
Ekko Solutions may provide AI voice systems using synthetic or computer-generated voices supplied through third-party technology platforms.
These voices may be used for functions including:
Answering inbound calls
Customer service
Appointment scheduling
Lead qualification
Routing calls
Providing business information
Following up with customers where legally permitted
Unless separately agreed and lawfully authorized, Ekko does not provide the Client with permission to impersonate a specific person or fraudulently misrepresent the identity of a caller.
Clients may not use Ekko's Services for deceptive impersonation, identity theft, fraud, or other unlawful uses.
14. Telephone, SMS, and Email Compliance
Clients are solely responsible for ensuring that their use of communications systems complies with all laws, regulations, consent requirements, and industry rules applicable to their communications.
Depending on the Client's activities, these may include laws and regulations relating to:
Telephone Consumer Protection Act (“TCPA”)
CAN-SPAM Act
Federal Communications Commission rules
Federal Trade Commission requirements
National Do Not Call Registry
State Do Not Call requirements
State telemarketing laws
Text-message marketing requirements
Call-recording and interception laws
Consumer protection laws
Privacy laws
Consent requirements
Advertising laws
Clients are responsible for determining when consent is required and obtaining, documenting, and maintaining legally sufficient consent.
Clients are also responsible for honoring revocations of consent and opt-out requests.
15. Artificial or Prerecorded Voice Calls
When a Client uses artificial, prerecorded, or AI-generated voice technology, the Client is responsible for determining and obtaining all consent required before placing applicable calls.
The Client is responsible for maintaining evidence of consent where legally required.
Ekko does not guarantee that possession of a telephone number, prior business relationship, website form submission, lead-list entry, or purchase of a third-party lead constitutes sufficient legal consent for any particular call.
Clients must independently ensure that each campaign and contact method is lawful.
16. Call Recording
Certain AI voice systems may record and transcribe calls.
Clients are responsible for complying with all applicable call-recording, wiretapping, interception, privacy, and consent laws.
Clients must ensure that any legally required recording notice or consent mechanism is implemented.
Ekko may assist with configuring such disclosures but does not assume responsibility for determining every jurisdiction in which a Client or the Client's callers may be located unless separately agreed in writing.
17. Email and SMS Opt-Outs
Clients must maintain legally appropriate opt-out mechanisms for applicable marketing communications.
This may include:
Email unsubscribe mechanisms
SMS STOP functionality
Do-Not-Call requests
Internal suppression lists
Other legally required preference-management mechanisms
Clients must not intentionally circumvent or disable legally required opt-out systems.
18. Client Responsibility for Campaigns
Even when Ekko creates, configures, automates, or technically operates a communication system, the Client remains responsible for its business's underlying marketing campaign, audience, offers, content, consent, and lawful basis for communication.
Ekko may rely on the Client's representation that the Client has the legal right to contact individuals whose information the Client uploads, imports, connects, or instructs Ekko systems to contact.
19. Compliance Suspension
Ekko Solutions may pause, restrict, modify, or disable any campaign, AI agent, automation, integration, or account if Ekko reasonably believes its operation:
Violates applicable law
Violates these Terms
Violates third-party platform requirements
Creates a material security risk
Creates significant reputational risk
Involves fraud
Involves unlawful communications
Creates material risk to Ekko or another person
Ekko is not required to continue providing functionality that Ekko reasonably believes is unlawful or materially unsafe.
20. Prohibited Uses
Clients may not use the Services to:
Commit fraud
Conduct scams
Engage in identity theft
Deceptively impersonate another person
Harass, threaten, stalk, or abuse others
Conduct unlawful robocalling
Send unlawful spam
Conduct unlawful telemarketing
Engage in phishing
Distribute malware
Circumvent security measures
Obtain unauthorized access
Conduct unauthorized surveillance
Violate intellectual-property rights
Violate privacy rights
Violate publicity rights
Facilitate unlawful discrimination
Exploit minors
Engage in sexual exploitation
Sell or promote illegal products or services
Intentionally deceive vulnerable individuals
Manipulate individuals through unlawful practices
Violate applicable platform or vendor terms
Circumvent usage restrictions
Scrape data unlawfully
Process unlawfully obtained personal information
Use systems in violation of applicable law
Interfere with the operation of Ekko's systems
Attempt to reverse engineer proprietary Ekko systems except where such restriction is prohibited by law
Resell or sublicense Ekko technology without written authorization
Use Ekko systems to develop or assist a competing service through unauthorized copying of proprietary systems
Ekko may prohibit additional uses where reasonably necessary for legal, security, vendor-compliance, or safety purposes.
21. Fees
Fees for the Services will be specified in the applicable proposal, Order Form, invoice, SOW, service agreement, or other purchasing documentation.
Charges may include:
Setup fees
Implementation fees
Monthly subscription fees
Annual subscription fees
Project fees
Development fees
Maintenance fees
Consulting fees
Usage charges
Overage charges
Third-party service charges
Migration charges
Additional support charges
Other agreed fees
Except as expressly stated in writing, all fees are quoted in U.S. dollars.
22. Setup Fees
Setup, implementation, onboarding, configuration, and similar fees are non-refundable once work begins.
Such fees compensate Ekko for resources committed to configuration, development, integration, onboarding, testing, and implementation.
23. Subscription Billing
Recurring Services will generally be billed monthly unless the applicable purchasing document specifies an annual or other billing term.
Subscriptions automatically renew for successive periods equal to the then-current subscription period unless properly canceled in accordance with the applicable agreement or these Terms.
By providing a payment method for recurring Services, the Client authorizes Ekko and its payment processor to charge applicable recurring fees, usage charges, and other authorized amounts.
24. Cancellation
Unless a different cancellation period is stated in a signed agreement, recurring monthly Services may be canceled by providing at least 30 days' written notice.
For annual subscriptions, notice of non-renewal must be provided at least 30 days before the next annual renewal date unless otherwise stated in writing.
Cancellation does not entitle the Client to a refund of amounts already paid.
Fees already incurred remain payable.
Where a cancellation notice extends into another billing period, fees may continue through the effective termination date unless otherwise agreed in writing.
25. No Refunds
Except where required by law or expressly provided in a signed written agreement:
Setup fees are non-refundable
Subscription payments are non-refundable
Usage charges are non-refundable
Project payments for work already performed are non-refundable
No prorated refunds are provided for unused portions of a billing period
Ekko does not offer a general money-back guarantee or free trial unless expressly offered in writing.
26. Failed Payments
If a payment fails, Ekko or its payment processor may retry the payment up to two additional times.
If payment remains unsuccessful, Ekko may provide notice to the Client.
If an outstanding payment remains unpaid for seven days after it becomes due, Ekko may suspend some or all Services until the account is brought current.
Suspension does not waive the Client's obligation to pay outstanding amounts.
Ekko may terminate Services for persistent or repeated nonpayment.
27. Usage Allowances and Overage Charges
Certain Services may include specified usage allowances.
Usage may be measured using factors such as:
Call minutes
Telephone numbers
SMS messages
Emails
AI tokens
AI model consumption
Conversation volume
Contacts
Workflows
API requests
Storage
Computing resources
Seats or users
Other measurable consumption
Included usage may vary by plan.
If a Client exceeds included usage, Ekko may:
Charge additional usage fees
Require an upgraded plan
Reduce or temporarily restrict usage
Invoice excess usage
Require additional deposits or prepaid balances
Applicable usage limits or overage pricing may be stated in a proposal, Order Form, invoice, plan description, or other written communication.
28. Third-Party Costs
Ekko may purchase or maintain third-party technology on behalf of Clients and incorporate a reasonable usage allowance into Client pricing.
These third-party services may include AI models, telephone services, SMS, email, APIs, hosting, CRM functionality, automation platforms, and related technology.
The fact that a particular level of third-party usage is included in a Client's subscription does not provide unlimited use.
Additional consumption may result in additional charges.
Ekko is not required to provide third-party services below Ekko's cost.
29. Vendor Pricing Changes
Ekko relies on third-party providers whose pricing, limits, products, or policies may change.
Ekko may adjust:
Usage allowances
Overage rates
Included resources
Service configurations
Pricing
to reasonably account for changes imposed by third-party providers.
Where a change materially increases recurring Client pricing, Ekko will ordinarily provide approximately 60 days' advance notice, unless a shorter period is reasonably necessary because of an urgent vendor change, legal requirement, discontinuation, or circumstances outside Ekko's reasonable control.
30. General Pricing Changes
Ekko may change pricing for Services prospectively.
For existing recurring Clients, Ekko will ordinarily provide at least 60 days' notice before a material pricing increase becomes effective, unless a separate signed agreement provides otherwise.
Pricing changes will not retroactively alter amounts already paid.
31. Taxes
Fees are exclusive of applicable sales, use, excise, withholding, or similar taxes unless expressly stated otherwise.
The Client is responsible for taxes applicable to its purchase, excluding taxes imposed on Ekko's net income.
32. Client Data
As between Ekko and the Client, the Client retains ownership of or control over data the Client lawfully provides to Ekko, including its customer data.
Ekko does not acquire ownership of Client customer data merely by processing it.
The Client grants Ekko a limited right to access, host, transmit, copy, transform, process, and otherwise use Client data as reasonably necessary to:
Provide the Services
Maintain the Services
Configure systems
Troubleshoot
Provide support
Protect security
Meet legal obligations
Perform other activities authorized by the Client or applicable agreement
33. Rights to Client Data
The Client represents and warrants that it has all rights, permissions, notices, consents, and lawful authority required to provide or make Client data available to Ekko and its service providers.
Ekko is not responsible for obtaining rights to data that the Client independently collects or supplies.
The Client may not provide Ekko with unlawfully obtained data.
34. Deidentified and Aggregated Information
To the extent permitted by law and applicable agreements, Ekko may create and use aggregated, statistical, anonymized, or deidentified information derived from operation of the Services.
Ekko may use such information for:
Analytics
Benchmarking
System improvement
Product development
Research
Security
Operational improvements
AI performance evaluation
Ekko will not intentionally use deidentified information to reidentify a particular person where prohibited by law.
35. AI Training and Improvement
Where permitted by law and applicable Client agreements, Ekko may use information processed through its systems to configure, test, evaluate, improve, maintain, or train AI agents and automation systems.
Where Client-specific personal information is involved, Ekko will generally use such information within the context of providing or improving services for the applicable Client unless broader use is expressly authorized or the information has been appropriately deidentified or aggregated.
Ekko does not intend to use one Client's identifiable customer information to operate another unrelated Client's AI agent without authorization.
36. Ekko Intellectual Property
Except for Client-owned materials and rights expressly transferred in writing, Ekko Solutions owns and retains all right, title, and interest in its technology, intellectual property, methodologies, processes, systems, and reusable materials.
This includes, where applicable:
Software
Source code
Automation frameworks
Automation logic
Workflows
Prompt libraries
Prompt structures
Agent architectures
System architecture
Templates
Scripts
Documentation
Integration methods
APIs developed by Ekko
Internal tools
Processes
Methodologies
Technical know-how
Business know-how
Reusable components
Improvements
Derivative systems
Generalized techniques
A Client does not acquire ownership of Ekko's underlying intellectual property merely because Ekko uses it to provide Services to that Client.
37. Client License to Ekko Technology
Subject to full and timely payment, Ekko grants the Client a limited, non-exclusive, non-transferable, non-sublicensable license to use Ekko technology incorporated into the Services during the Client's active subscription or other agreed service term.
The license is solely for the Client's authorized internal business purposes unless otherwise agreed in writing.
The Client may not copy, resell, sublicense, distribute, reverse engineer, or commercially exploit Ekko's proprietary technology except as expressly permitted in writing or where restrictions are prohibited by applicable law.
38. Client-Owned Materials
The Client retains ownership of materials it provides to Ekko, including:
Logos
Trademarks
Branding
Photographs
Existing written content
Customer lists
Client documents
Client databases
Client-created marketing materials
Client proprietary information
The Client grants Ekko a limited license to use such materials as reasonably necessary to provide the Services.
39. Custom Deliverables
Unless otherwise provided in a signed agreement, after the Client has paid all amounts due for a specifically commissioned custom deliverable, the Client will own the final custom deliverable created uniquely for that Client to the extent ownership may legally be transferred.
However, Ekko retains ownership of all pre-existing and underlying:
Tools
Templates
Frameworks
Libraries
Components
Prompting methods
Workflows
Processes
Architectures
Code modules
General know-how
Reusable functionality
Improvements
incorporated into or used to create the deliverable.
Where Ekko-owned materials are embedded in a Client-owned deliverable, Ekko grants the Client a continuing license to use those embedded materials as reasonably necessary to use the purchased deliverable, subject to any limitations stated in the applicable agreement.
40. AI-Generated Content
The Client may use AI-generated outputs produced specifically through the Client's authorized use of the Services for its business purposes, subject to these Terms and any applicable third-party provider terms.
Because laws governing AI-generated material continue to evolve, Ekko does not guarantee:
That AI-generated material is copyrightable
That copyright ownership will vest in any particular party
That AI-generated material will be unique
That similar material will not be generated for others
That every output will be free from third-party intellectual-property claims
Ekko retains ownership of the underlying Ekko systems, prompts, frameworks, processes, workflows, and technology used to produce such outputs.
41. Residual Knowledge and Know-How
Ekko may use general skills, ideas, concepts, techniques, processes, experience, and non-confidential know-how acquired while performing Services.
Nothing prevents Ekko from independently developing or providing similar systems, functionality, workflows, or services for other clients, provided Ekko does not improperly disclose Client Confidential Information.
42. Confidentiality
Each party may receive non-public information belonging to the other party (“Confidential Information”).
Confidential Information may include:
Business plans
Customer information
Pricing
Financial information
Credentials
Technical configurations
Trade secrets
Software
Workflows
Marketing strategies
Internal documents
Customer lists
Proprietary processes
Non-public product information
Other information reasonably understood to be confidential
Each party agrees to:
use the other party's Confidential Information only for purposes related to the business relationship;
exercise reasonable care to protect it;
disclose it only to personnel, contractors, professional advisers, or service providers who reasonably need access and are subject to appropriate confidentiality obligations; and
not disclose it to unrelated third parties except as permitted by these Terms or law.
43. Confidentiality Exclusions
Confidential Information does not include information that the receiving party can demonstrate:
Was already lawfully known without confidentiality obligations
Becomes publicly available without breach
Is received lawfully from a third party
Is independently developed without using the other party's Confidential Information
Is approved for release
A party may disclose Confidential Information when legally required, provided it gives notice where legally permitted and reasonably cooperates with lawful efforts to limit disclosure.
44. Third-Party Services
The Services may depend on third-party platforms, including services such as:
GoHighLevel
OpenAI
Anthropic
Gemini
ElevenLabs
Twilio
Vapi
Retell AI
Make
Zapier
n8n
Stripe
PayPal
Google Workspace
Gmail
Google Calendar
Calendly
Cloudflare
Squarespace
CRM providers
Hosting providers
Telecommunications providers
AI providers
API providers
Ekko does not control these independent providers.
Their terms, pricing, functionality, policies, availability, and technical systems may change.
45. Third-Party Outages and Changes
Ekko is not responsible for service interruptions, functionality changes, data delays, degraded performance, API changes, vendor outages, or other failures caused by independent third-party platforms outside Ekko's reasonable control.
Ekko may modify an implementation, substitute providers, or change integrations when reasonably necessary to maintain the Services.
Ekko does not guarantee that any particular third-party platform will remain available indefinitely.
46. Service Modifications
Ekko may modify the Services over time, including by:
Updating agents
Changing prompts
Replacing vendors
Changing integrations
Modifying workflows
Updating models
Modifying interfaces
Adding features
Removing features
Discontinuing technology
Changing technical requirements
Ekko will use commercially reasonable efforts not to materially eliminate the core functionality specifically purchased by an active Client without reasonable notice or an appropriate alternative.
47. Support
Unless otherwise stated in a signed agreement, Ekko generally provides support during normal business hours through available communication channels, which may include email and telephone support.
Response times may vary based on:
Severity
Complexity
Availability
Vendor involvement
Scope of the Client's plan
Nature of the issue
Ekko does not guarantee a particular response or resolution time unless specifically stated in a Service Level Agreement or other signed agreement.
48. No Uptime Guarantee
Unless expressly stated in a signed Service Level Agreement, Ekko does not guarantee any particular uptime percentage.
Services may occasionally become unavailable because of:
Maintenance
Updates
Third-party outages
Telecommunications failures
Internet failures
Cloud outages
API outages
Security incidents
System failures
Vendor changes
Force majeure events
Other circumstances
Ekko will use commercially reasonable efforts to maintain the Services but does not guarantee uninterrupted operation.
49. Suspension
Ekko may immediately suspend some or all Services when reasonably necessary because of:
Nonpayment
Fraud
Illegal conduct
Material breach
Security threats
Unauthorized use
Abuse
Prohibited activities
Excessive resource consumption
Vendor-policy violations
Material risk to Ekko or third parties
Government or legal requirements
Conduct threatening the integrity of the Services
Where reasonably practicable, Ekko may provide notice and an opportunity to cure before suspension, but immediate suspension may occur where circumstances require.
50. Termination for Breach
Either party may terminate an applicable agreement for a material breach if the breaching party fails to cure the breach within a reasonable period after receiving written notice, where the breach is capable of cure.
Ekko may terminate immediately for conduct involving fraud, intentional unlawful activity, serious security threats, abuse, repeated nonpayment, or other material misconduct that reasonably warrants immediate termination.
51. Termination for Convenience
Unless a different period is stated in a signed agreement:
A Client may terminate a month-to-month recurring Service by providing at least 30 days' written notice.
Ekko may terminate an ongoing Service for convenience by providing at least 60 days' written notice.
Annual commitments remain subject to their agreed term and non-renewal requirements unless otherwise stated in writing.
Termination does not eliminate payment obligations accrued before the effective termination date.
52. Effect of Termination
Upon termination:
The Client must pay all outstanding amounts
The Client's right to access subscription-based Ekko systems may end
Ekko may deactivate accounts or integrations under its control
Ekko-owned licenses may terminate except where expressly stated otherwise
Client data may become inaccessible after the applicable transition period
Provisions intended to survive termination will remain in effect
Termination does not transfer ownership of Ekko's proprietary systems, prompts, workflows, templates, frameworks, or other intellectual property.
53. Data Retrieval After Termination
Subject to:
Applicable law
Third-party platform capabilities
Technical feasibility
Outstanding payment obligations
Applicable agreements
Ekko will ordinarily provide Clients up to 30 days after termination to request a reasonable export of Client-owned data that remains reasonably accessible to Ekko.
Ekko does not guarantee indefinite preservation of Client data after termination.
Clients are responsible for maintaining their own records and backups of information they are legally required to retain.
54. Migration and Offboarding
Ekko may provide reasonable migration or offboarding assistance upon request.
Unless expressly included in a purchased plan or signed agreement, migration, transfer, custom exports, rebuilding systems on another platform, documentation preparation, credential transfer, or substantial offboarding work is not included in standard subscription pricing.
Such assistance may be:
Billed at Ekko's then-current professional-services rates
Quoted as a separate project
Limited by third-party platform capabilities
Ekko is not required to provide proprietary internal prompts, reusable automation logic, source materials, frameworks, templates, or trade secrets unless those items were specifically purchased or ownership was expressly transferred in writing.
55. Representations and Warranties
Each party represents that it has authority to enter into its agreements with the other party.
The Client further represents and warrants that its use of the Services will comply with applicable law and that it possesses the rights and authorizations necessary for information, content, instructions, and campaigns provided to Ekko.
56. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR WARRANTIES EXPRESSLY PROVIDED IN A SIGNED AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
EKKO DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF:
MERCHANTABILITY
FITNESS FOR A PARTICULAR PURPOSE
NON-INFRINGEMENT
ACCURACY
RELIABILITY
CONTINUOUS AVAILABILITY
ERROR-FREE OPERATION
EKKO DOES NOT WARRANT THAT:
THE SERVICES WILL ALWAYS BE AVAILABLE
AI OUTPUTS WILL ALWAYS BE ACCURATE
EVERY ERROR WILL BE CORRECTED
THIRD-PARTY SERVICES WILL REMAIN AVAILABLE
THE SERVICES WILL PRODUCE ANY PARTICULAR BUSINESS RESULT
THE SERVICES WILL BE COMPATIBLE WITH EVERY THIRD-PARTY SYSTEM
AI OUTPUTS WILL BE UNIQUE OR COPYRIGHTABLE
Some jurisdictions may not allow certain warranty exclusions, in which case these exclusions apply only to the maximum extent permitted by law.
57. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EKKO SOLUTIONS LLC AND ITS OWNERS, MEMBERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY:
INDIRECT DAMAGES
INCIDENTAL DAMAGES
SPECIAL DAMAGES
CONSEQUENTIAL DAMAGES
EXEMPLARY DAMAGES
PUNITIVE DAMAGES
LOST PROFITS
LOST REVENUE
LOST SALES
LOST LEADS
LOST BUSINESS OPPORTUNITIES
LOST DATA
LOSS OF GOODWILL
REPUTATIONAL HARM
BUSINESS INTERRUPTION
ARISING FROM OR RELATING TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
58. Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EKKO SOLUTIONS LLC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR THE PARTIES' BUSINESS RELATIONSHIP WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE APPLICABLE CLIENT TO EKKO FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
If the Client has used the applicable Service for fewer than 12 months, the cap will be the fees actually paid during that shorter period.
These limitations apply to the maximum extent permitted by applicable law regardless of the legal theory asserted.
59. Specific Liability Exclusions
Without limiting the preceding provisions, Ekko is not responsible to the extent a loss results from:
Client misuse
Client-supplied inaccurate information
AI hallucinations or errors
Failure to conduct reasonable human review
Third-party platform outages
Telecommunications failures
Internet failures
Vendor API changes
Platform suspensions
Client credential compromise
Unlawful Client campaigns
Client failure to obtain consent
Client violation of privacy law
Client violation of telemarketing law
Client violation of recording law
Customer decisions
Client modifications made without Ekko authorization
Events outside Ekko's reasonable control
Nothing in these Terms excludes liability that cannot lawfully be excluded.
60. Client Indemnification
To the maximum extent permitted by law, the Client agrees to defend, indemnify, and hold harmless Ekko Solutions LLC and its members, owners, employees, contractors, affiliates, representatives, and agents from claims, liabilities, damages, judgments, penalties, fines, losses, costs, and reasonable attorneys' fees arising out of or relating to:
The Client's unlawful use of the Services
Client data
Data provided without required authorization
The Client's communications campaigns
TCPA violations
CAN-SPAM violations
Telemarketing-law violations
Do-Not-Call violations
Privacy-law violations
Call-recording violations
Intellectual-property infringement involving Client materials
Client instructions
Client misrepresentations
Client products or services
Client-provided business information
Fraud or deceptive conduct by the Client
Client violation of third-party rights
Client breach of these Terms
Ekko will provide reasonable notice of covered claims where practicable and may participate in the defense with counsel of its choice.
The Client may not settle a claim in a manner that admits wrongdoing by Ekko, imposes obligations on Ekko, or materially affects Ekko's rights without Ekko's written consent.
61. Force Majeure
Ekko will not be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including:
Natural disasters
Severe weather
Fire
Flood
War
Terrorism
Civil unrest
Government actions
Regulatory changes
Labor disputes
Utility failures
Internet outages
Telecommunications outages
Cloud-provider outages
API failures
Cyberattacks
Widespread security incidents
Third-party platform failures
Supply interruptions
Other similar events beyond Ekko's reasonable control
Payment obligations for Services already delivered are not excused by this provision.
62. Informal Dispute Resolution
Before commencing arbitration, a party asserting a dispute must provide the other party with written notice describing:
The nature of the dispute
Relevant facts
The relief requested
The parties will then attempt in good faith to resolve the dispute through direct negotiation for at least 30 days.
Notices to Ekko regarding disputes must be sent to:
If the dispute is not resolved through good-faith negotiation, either party may proceed to arbitration as described below.
63. Binding Arbitration
EXCEPT FOR CLAIMS EXPRESSLY EXCLUDED BELOW, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR THE RELATIONSHIP BETWEEN THE PARTIES THAT CANNOT BE RESOLVED THROUGH THE INFORMAL PROCESS ABOVE WILL BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION.
The arbitration will be administered by the American Arbitration Association (“AAA”) under the applicable AAA commercial arbitration rules in effect when arbitration is initiated, unless the parties agree otherwise in writing.
The arbitration will be conducted in Collin County, Texas, unless the parties agree to another location or remote proceeding.
A single arbitrator will preside unless applicable rules require otherwise.
The arbitrator may award any individual remedy available under applicable law and consistent with these Terms.
Judgment on the arbitration award may be entered in any court having jurisdiction.
64. Arbitration Exceptions
Either party may seek relief in a court of competent jurisdiction for:
Intellectual-property infringement or misappropriation
Theft or misuse of trade secrets
Unauthorized access to systems
Requests for temporary restraining orders
Preliminary injunctions
Other urgent equitable relief necessary to prevent immediate harm
Claims that applicable law does not permit to be arbitrated
Where appropriate, eligible claims may also be brought in small claims court if the claim remains within that court's jurisdiction.
65. Class-Action Waiver
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS.
Neither party may bring or participate in a class action, class arbitration, representative action, collective action, or consolidated proceeding against the other unless applicable law expressly prevents enforcement of this waiver.
An arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to resolve that party's individual claim.
66. Jury-Trial Waiver
TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOR ANY DISPUTE THAT IS PERMITTED TO PROCEED IN COURT RATHER THAN ARBITRATION, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES THE RIGHT TO A TRIAL BY JURY.
67. Governing Law
These Terms and any dispute arising from them will be governed by the laws of the State of Texas, without regard to conflict-of-law principles, except where federal law applies.
For disputes permitted to proceed in court, the parties consent to exclusive jurisdiction and venue in the appropriate state or federal courts located in or having jurisdiction over Collin County, Texas, unless applicable law requires otherwise.
68. Attorneys' Fees and Costs
To the extent permitted by applicable law or contract, the prevailing party in a dispute arising from a material breach of these Terms may recover reasonable attorneys' fees and costs where awarded by the arbitrator or court.
Nothing in this provision alters statutory fee-shifting rules that otherwise apply.
69. Electronic Communications and Signatures
The parties may enter into agreements electronically.
Electronic signatures, electronic acceptance, checkboxes, digital records, and electronically transmitted agreements may be used to evidence acceptance where legally valid.
The Client consents to receiving business, contractual, billing, administrative, and service-related communications electronically at the contact information provided to Ekko.
70. Changes to These Terms
Ekko may update these Terms from time to time to reflect:
Changes to the Services
New products
Changes in technology
New AI capabilities
Changes in vendors
Changes in business practices
Security requirements
Legal or regulatory developments
Updated Terms will be posted on ekkosolutions.org, and the “Last Updated” date will be revised.
Material changes will generally apply prospectively.
Where a material change significantly affects an existing paid Client's contractual rights during an active committed term, Ekko will provide reasonable advance notice where required by law or the applicable agreement.
Continued use or renewal of the Services after updated Terms become effective may constitute acceptance where permitted by law.
71. Assignment
The Client may not assign or transfer its agreement with Ekko without Ekko's prior written consent, except as part of a bona fide merger, acquisition, or sale of substantially all of the Client's business, subject to written notice and applicable restrictions.
Ekko may assign its rights and obligations in connection with:
A merger
Acquisition
Reorganization
Sale of assets
Financing transaction
Transfer to an affiliate
Successor business
subject to applicable law.
72. Independent Contractors
Ekko and the Client are independent contractors.
Nothing in these Terms creates:
An employment relationship
Partnership
Joint venture
Agency relationship
Fiduciary relationship
Franchise
Neither party may bind the other except as expressly authorized in writing.
73. No Third-Party Beneficiaries
Except as expressly provided in these Terms, these Terms do not create rights in any person or entity other than Ekko and the applicable Client.
74. Severability
If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law or modified as necessary to make it enforceable.
The remaining provisions will remain in effect.
75. Waiver
Failure to enforce a provision of these Terms does not waive the right to enforce that provision later.
A waiver is effective only if made in writing by the party granting the waiver.
76. Entire Agreement
These Terms, together with any applicable:
Signed Service Agreement
Master Services Agreement
Order Form
Statement of Work
Proposal
Data Processing Agreement
Addendum
Other incorporated agreement
constitute the agreement between Ekko and the Client regarding the applicable Services.
They supersede prior discussions or communications regarding the same subject matter, except where otherwise expressly agreed in writing.
77. Survival
Provisions that by their nature should survive termination will continue after termination.
These may include provisions relating to:
Payment obligations
Intellectual property
Confidentiality
Data obligations
Warranty disclaimers
Liability limitations
Indemnification
Dispute resolution
Governing law
Other accrued rights
78. Notices
Notices to Ekko Solutions under these Terms may be sent to:
Ekko Solutions LLC
Wylie, Texas 75098
United States
Email: [email protected]
Website: ekkosolutions.org
Ekko may send notices to the email address, account, business address, or other contact information supplied by the Client.
The Client is responsible for keeping its contact information current.
79. Contact
Questions regarding these Terms may be directed to:
Ekko Solutions LLC
Wylie, Texas 75098
United States
Email: [email protected]
Website: ekkosolutions.org