Terms of Service

Last Updated: November 20, 2025

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and BagatrixAI ("we," "our," or "us") regarding your use of our website, services, and AI solutions.

By accessing our website, submitting inquiries, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

2. Services Description

BagatrixAI provides custom artificial intelligence solutions for businesses, including but not limited to:

• Custom AI Agent Development
• Industry-Specific AI Tools
• AI Automation Packages
• White-Label AI Solutions
• Consultation and implementation services
• Ongoing maintenance and support

Specific service details, deliverables, timelines, and pricing will be outlined in individual service agreements or statements of work.

3. Eligibility

To use our services, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding contracts
• Represent a legitimate business entity (for business services)
• Provide accurate and complete information
• Comply with all applicable laws and regulations

4. Service Engagement and Agreements

4.1 Proposals and Contracts

Upon initial consultation, we will provide a detailed proposal outlining:

• Scope of work and deliverables
• Project timeline and milestones
• Pricing and payment terms
• Specific terms and conditions

Services commence upon mutual execution of a service agreement.

4.2 Changes to Scope

Any changes to the agreed scope of work must be documented in writing and may result in adjustments to pricing and timelines.

5. Payment Terms

5.1 Fees and Pricing

Service fees are specified in individual proposals and agreements. Pricing may include:

• One-time development fees
• Monthly maintenance and support fees
• Usage-based fees (API calls, processing volume)
• Additional services and customizations

5.2 Payment Schedule

Unless otherwise specified, payment terms are typically:

• 50% deposit upon agreement execution
• 50% upon project completion and delivery
• Monthly recurring fees billed in advance

5.3 Late Payments

Payments are due within the timeframe specified in your invoice. Late payments may result in:

• Suspension of services
• Late fees of 1.5% per month on overdue amounts
• Termination of service agreement

5.4 Refund Policy

Deposits are generally non-refundable once work has commenced. Refund eligibility will be determined on a case-by-case basis and outlined in individual agreements.

6. Intellectual Property Rights

6.1 Client Data and Content

You retain all rights to any data, content, or materials you provide to us. By engaging our services, you grant us a limited license to use such materials solely for the purpose of delivering the agreed services.

6.2 Custom Developments

Unless otherwise specified in writing:

• Custom AI solutions developed specifically for you become your property upon full payment
• We retain ownership of underlying frameworks, tools, and methodologies
• We may reuse general concepts and approaches in other projects

6.3 BagatrixAI Property

All intellectual property rights in our website, brand, proprietary tools, and pre-existing technologies remain our exclusive property.

6.4 White-Label Solutions

For white-label services, specific intellectual property terms will be outlined in the service agreement.

7. Client Responsibilities

As a client, you agree to:

• Provide timely access to necessary data, systems, and resources
• Respond to requests for information and feedback within reasonable timeframes
• Ensure you have the right to share any data or content provided to us
• Comply with all applicable laws and regulations
• Use our services only for lawful purposes
• Maintain the confidentiality of any access credentials

8. Confidentiality

8.1 Mutual Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of the engagement.

8.2 Data Security

We implement industry-standard security measures to protect client data. However, no system is completely secure, and we cannot guarantee absolute security.

8.3 Non-Disclosure

For projects requiring additional confidentiality protections, we are willing to execute separate Non-Disclosure Agreements (NDAs).

9. Warranties and Disclaimers

9.1 Service Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• We have the right and authority to provide the services
• Our services will substantially conform to the specifications in the service agreement

9.2 Disclaimer of Warranties

We do not guarantee:

• Specific business outcomes or results
• Uninterrupted or error-free operation of AI solutions
• Compatibility with all third-party systems
• That AI solutions will meet all your requirements

10. Limitation of Liability

11. Indemnification

You agree to indemnify, defend, and hold harmless BagatrixAI and its officers, employees, and contractors from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your use of our services
• Your violation of these Terms
• Your violation of any third-party rights
• Any data or content you provide to us

12. Term and Termination

12.1 Term

These Terms remain in effect for as long as you use our website or services.

12.2 Termination by You

You may terminate ongoing services by providing written notice as specified in your service agreement, typically 30 days in advance.

12.3 Termination by Us

We may terminate or suspend services immediately if:

• You breach these Terms or your service agreement
• You fail to make required payments
• You engage in fraudulent or illegal activities
• Continuing the relationship poses legal or security risks

12.4 Effect of Termination

Upon termination:

• All outstanding payments become immediately due
• We will provide reasonable transition assistance as specified in the agreement
• You must cease using any services or systems we provide
• Provisions regarding confidentiality, intellectual property, and liability survive termination

13. AI and Machine Learning Specific Terms

13.1 AI Model Performance

AI and machine learning systems are inherently probabilistic and may produce unexpected results. We do not guarantee:

• 100% accuracy of AI outputs
• Consistent performance across all use cases
• Immunity from bias or errors in AI predictions

13.2 Training Data

You are responsible for ensuring that any training data you provide:

• Is legally obtained and properly licensed
• Does not violate any privacy laws or third-party rights
• Is sufficiently representative for the intended use case

13.3 Human Oversight

We recommend maintaining appropriate human oversight of AI systems, especially for critical business decisions.

14. Third-Party Services

Our services may integrate with or utilize third-party APIs, platforms, or services (e.g., OpenAI, cloud hosting providers). Your use of such services is subject to their respective terms and conditions. We are not responsible for the availability, performance, or policies of third-party services.

15. Modification of Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated via:

• Email notification
• Website notice
• Updates to the "Last Updated" date

Continued use of our services after such modifications constitutes acceptance of the updated Terms.

16. Governing Law and Dispute Resolution

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law provisions.

16.2 Dispute Resolution

In the event of any dispute arising from these Terms or our services:

• Negotiation: Parties agree to first attempt to resolve disputes through good-faith negotiation
• Mediation: If negotiation fails, parties agree to pursue mediation before initiating legal proceedings
• Arbitration: If mediation is unsuccessful, disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association

16.3 Jurisdiction

Any legal action must be brought in the state or federal courts located in Florida, and you consent to the exclusive jurisdiction of such courts.

17. General Provisions

17.1 Entire Agreement

These Terms, together with any service agreements and our Privacy Policy, constitute the entire agreement between you and BagatrixAI.

17.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

17.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

17.4 Assignment

You may not assign these Terms or any rights hereunder without our prior written consent. We may assign these Terms without restriction.

17.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, pandemics, war, terrorism, internet outages, or third-party service failures.

17.6 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship.

18. Contact Information

For questions about these Terms or our services, please contact us using the information below.