# AceAgent Terms of Service Status: Owner-approved implementation draft dated 2026-08-09. Obtain qualified legal review before offering these Terms to an external customer. These Terms of Service (**Terms**) are an agreement between Axiom Equity LLC, doing business as AceAgent (**AceAgent**), and the organization identified during account activation (**Customer**). The individual accepting these Terms represents that the individual has legal authority to bind Customer. **Exhibit A, the AceAgent HIPAA Business Associate Agreement, is incorporated into and forms part of these Terms. By accepting these Terms on behalf of Customer, the individual also signs and accepts Exhibit A on behalf of Customer. No separate BAA signature is required.** ## 1. Account and organizational authority Customer must provide an organization name and a verified account-owner email. The initial organization owner must be authorized to bind Customer or must route account activation to an authorized owner. An ordinary user accepting application-use rules does not independently amend or replace Customer's organizational agreement. Customer is responsible for its authorized users and for promptly revoking access that is no longer needed. ## 2. AceAgent services AceAgent provides a tenant-scoped agency work surface that may connect to Customer-selected CRM, advertising, email, calendar, statement, onboarding, and other providers. Customer controls which providers it connects and remains responsible for its provider accounts, permissions, and applicable provider terms. HighLevel remains the system of record where Customer uses HighLevel. AceAgent controlled writes, advertising changes, purchases, and destructive actions may require an exact preview and separate confirmation. Request acceptance or a provider redirect does not prove completion. ## 3. Customer data and permitted use Customer retains its rights in Customer data. Customer authorizes AceAgent to process Customer data only as needed to provide, secure, support, and maintain the services or as Required by Law. AceAgent will not sell Customer data or use it for advertising, model training, cross-customer benchmarking, public examples, or unrelated product analytics. AceAgent will apply the privacy and retention practices published for the applicable service plan and incorporated agreements. ## 4. HIPAA and Business Associate Agreement If Customer is a covered entity or business associate, or Customer or its users submit Protected Health Information to AceAgent, Exhibit A applies automatically as of Customer's Terms acceptance time. Customer designates AceAgent as a business associate only for the services and permitted activities described in these Terms and Exhibit A. Customer must not submit PHI until the organizational acceptance record is complete. AceAgent may suspend PHI-enabled features if it cannot verify the accepting individual's authority or the integrity of the acceptance record. ## 5. Security and acceptable use Customer will use reasonable safeguards, protect credentials and MFA factors, assign least-privilege access, and notify AceAgent promptly of suspected unauthorized access. Customer will not attempt cross-tenant access, bypass security controls, introduce malicious code, use the service unlawfully, or use another organization's provider credentials or data. Support requests must not include passwords, MFA codes, provider sessions, enrollment PDFs, commission statements, call audio, transcripts, or screenshots containing client data unless AceAgent provides a specifically approved secure intake method. ## 6. Availability and changes Beta or pilot services may be changed, suspended, or discontinued to protect security, privacy, data integrity, or provider compliance. Any paid-service commitment, subscription price, uptime promise, or service credit must be stated in a separate order form or service-level agreement. Material changes to these Terms or Exhibit A require a new version and renewed organizational acceptance when required by law or when the change materially affects Customer's rights or PHI handling. ## 7. Suspension and termination AceAgent may suspend access for a security risk, material breach, unlawful use, nonpayment under an applicable order, or inability to verify organizational authority. Either party may terminate as permitted by the applicable order or service plan. After termination, export, provider revocation, deletion, backup expiration, and surviving PHI obligations follow the published retention policy and Exhibit A. Deletion is not considered complete until the supervised process returns the required tenant-scoped read-back. ## 8. Disclaimers, liability, indemnity, and insurance Except for obligations expressly stated in these Terms or Exhibit A, and to the maximum extent permitted by law, the services are provided **as is** and **as available**. AceAgent disclaims implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement. AceAgent does not warrant uninterrupted or error-free operation or the continued availability or accuracy of a third-party provider. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or business interruption, arising from these Terms, even if advised that such damages were possible. Each party's aggregate liability arising from these Terms will not exceed the fees Customer paid to AceAgent during the twelve months before the event giving rise to liability or one hundred U.S. dollars if Customer paid no fees. The exclusions and cap do not apply to Customer's payment obligations, either party's fraud, gross negligence, or willful misconduct, or liability that cannot lawfully be excluded or limited. Exhibit A remains enforceable; this section does not eliminate either party's duties under applicable privacy or security law. Customer will defend and indemnify AceAgent against third-party claims arising from Customer's unlawful data, unlawful instructions, violation of provider terms, or use of the services in material breach of these Terms. AceAgent will defend and indemnify Customer against a third-party claim that the unmodified AceAgent service directly infringes a U.S. patent, copyright, or trademark, excluding claims caused by Customer data, Customer instructions, third-party services, or unauthorized modification. The indemnified party must give prompt notice, reasonable cooperation, and control of the defense to the indemnifying party, while no settlement may admit fault or impose nonmonetary duties on the indemnified party without consent. Each party will maintain insurance that is commercially reasonable for its business and responsibilities. A specific coverage amount applies only if an order form or separate written agreement states it. AceAgent does not replace Customer's professional judgment, carrier systems, legal obligations, or required human review. Customer remains responsible for insurance advice, enrollment decisions, carrier submissions, and compliance with laws that apply to Customer. ## 9. Governing terms and notices Arizona law governs these Terms without regard to conflict-of-law principles. The state and federal courts located in Maricopa County, Arizona have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there. Neither party may assign these Terms without the other's prior written consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets if the assignee assumes these Terms. An invalid provision will be limited or removed to the minimum extent necessary, and the remaining provisions will continue in effect. A waiver must be in writing and is not a continuing waiver. Neither party is liable for delay caused by events beyond its reasonable control, except that this does not excuse payment, confidentiality, security, incident-response, or disaster-recovery duties. These Terms, Exhibit A, an applicable order form, and incorporated policies are the complete agreement and supersede prior discussions about their subject matter. Headings are for convenience. Electronic records and counterparts are effective as originals. AceAgent operational and security reports may be sent to `support@aceagenttoolbox.com`. Legal notices to AceAgent must also be sent to Axiom Equity LLC, d/b/a AceAgent, 5384 S Cardinal St, Gilbert, AZ 85298. Customer's legal and privacy/security notice contact is the verified owner email recorded during account activation unless Customer designates another contact in writing. ## 10. Electronic acceptance and evidence The authorized account owner accepts these Terms and Exhibit A electronically by checking the agreement checkbox and submitting account signup. Links to the Terms and Exhibit A are available beside the checkbox; opening either link is not required to check the box. The acceptance record must preserve: - Customer's account organization name and immutable organization ID; - signer's account name, verified email, immutable user ID, and representation of authority; - exact Terms version and SHA-256 digest; - exact Exhibit A version and SHA-256 digest; - acceptance text displayed to the signer; - acceptance timestamp in UTC; - application release and source IP/security metadata permitted by the privacy policy; and - supersession, withdrawal, and reacceptance history. The required acceptance text is: > I agree to the AceAgent Terms of Service and the incorporated HIPAA Business > Associate Agreement. The account must remain blocked from PHI-enabled features if any required field, document version, digest, authority representation, or acceptance timestamp is missing. ## Exhibit A The AceAgent HIPAA Business Associate Agreement in `ACEAGENT_BUSINESS_ASSOCIATE_AGREEMENT_TEMPLATE.md`, once completed and approved, is incorporated into these Terms as Exhibit A.