This Service Agreement (“Agreement”) is entered into by and between Aura Tech, LLC, a [State] limited liability company (“Aura Tech”, “we”, “us”, or “our”), and the business entity agreeing to these terms (“Client”, “you”, or “your”). Aura Tech and Client are each a “Party” and collectively the “Parties.”
This Agreement governs Client’s access to and use of Aura Tech’s online reputation management, AI-powered conversational tools, website chat widget, social media planning tools, and related SaaS services (the “Service”).
By executing an order form or using the Service, Client agrees to be bound by this Agreement.
1. Scope of Services
Aura Tech provides cloud-based software designed to support Client’s online presence, customer engagement, and internal automation workflows, including:
Online review monitoring and aggregation (e.g., Google, Yelp, and similar platforms)
AI-powered conversational knowledge bases and automated customer interactions
Website chat widget
Social media planning, scheduling, and posting tools
Analytics and dashboard reporting
Related support and onboarding
The specific features, limits, and Service Tier purchased by Client will be described in the applicable Order Form or selected plan.
Aura Tech may update, improve, or modify the Service from time to time, provided such modifications do not materially degrade the core functionality of the purchased plan.
2. Term and Renewal
2.1 Subscription Term.
The Service is provided on a subscription basis for the term described in the applicable Order Form or plan selection (“Subscription Term”). Standard subscription terms are monthly unless otherwise specified.
2.2 Auto-Renewal.
Unless either Party provides notice of non-renewal prior to the end of the current Subscription Term, the subscription will automatically renew for the same duration as the expiring term, at Aura Tech’s then-current pricing and applicable plan structure.
2.3 Termination for Convenience.
Client may terminate the Service at the end of any Subscription Term by following Aura Tech’s cancellation procedures within the platform. Aura Tech does not accept cancellation requests via email or telephone.
2.4 Termination for Cause.
Either Party may terminate this Agreement upon written notice if the other Party materially breaches the Agreement and fails to cure within 30 days of receiving written notice.
Aura Tech may suspend or terminate the Service immediately if Client’s use poses a security, legal, or operational risk.
2.5 Effect of Termination.
Upon termination:
Client’s access to the Service will cease.
Aura Tech may delete Client Data after a standard retention period (30–90 days), unless legally required to retain it longer.
Accrued rights and obligations survive termination, including payment, indemnification, confidentiality, and liability provisions.
3. Fees and Payment Terms
3.1 Fees.
Client agrees to pay the Fees identified in the Order Form or published pricing. Except as required by applicable law, Fees are non-refundable and payment obligations are non-cancelable during each Subscription Term.
3.2 Billing.
Fees are typically billed in advance at the start of each Subscription Term. Client authorizes Aura Tech to automatically charge the provided payment method for all fees due.
3.3 Late Payments.
If Client’s payment fails or becomes overdue:
Aura Tech may suspend the Service until payment is made.
Aura Tech may charge interest at the lesser of 1.5% per month or the maximum allowed by law.
3.4 Taxes.
All Fees are exclusive of taxes. Client is responsible for any applicable sales, use, VAT, GST, or similar taxes, excluding Aura Tech’s income taxes.
4. Client Responsibilities
Client agrees to:
Provide accurate business information and maintain updated account settings
Ensure Authorized Users comply with this Agreement and applicable law
Maintain valid third-party credentials for integrations (e.g., Google, Yelp, social platforms)
Obtain necessary permissions and consents from customer contacts before using messaging features
Comply with all applicable laws, including privacy, consumer protection, marketing, and communications laws (such as TCPA, CAN-SPAM, and platform-specific rules)
Client is solely responsible for all content, data, or communications generated through or uploaded into the Service.
5. Data Rights and Privacy
5.1 Client Data Ownership.
Client retains all rights, title, and interest in Client Data.
5.2 Aura Tech’s Use of Client Data.
Client grants Aura Tech a limited, non-exclusive license to process Client Data for:
Providing, maintaining, and improving the Service
Operating AI models and automation features selected by Client
Support, troubleshooting, and security
Legal compliance or dispute resolution
5.3 Privacy Policy and DPA.
Aura Tech will process Personal Data in accordance with the Aura Tech Privacy Policy and, where required by law, the Data Processing Addendum (DPA).
5.4 Aggregated and De-Identified Data.
Aura Tech may use anonymized or aggregated data derived from Client’s use of the Service for product development, analytics, and improving AI models. Aura Tech will not use identifiable Client Data to train public models.
6. Third-Party Services
6.1 Client Integrations.
The Service may integrate with third-party platforms such as Google, Yelp, Facebook, Instagram, LinkedIn, SMS gateways, and CRMs. Client must maintain active credentials and permissions for these integrations.
6.2 No Control Over Third Parties.
Aura Tech does not control and is not responsible for the availability, performance, accuracy, or compliance of Third-Party Services. If a third-party platform changes or restricts access (e.g., API changes), Aura Tech is not liable for resulting impacts on the Service.
6.3 Client Responsibility.
Client is responsible for ensuring that its use of Third-Party Services complies with all applicable terms, including local platform rules (e.g., Google review policies).
7. AI Features; Communications Compliance
7.1 AI Outputs.
Client acknowledges that AI-generated outputs may be inaccurate or incomplete. Client is responsible for reviewing AI content before relying on or publishing it.
7.2 Messaging Compliance.
Client is solely responsible for:
All messages or communications sent through the Service
Obtaining prior consent where required by law
Ensuring compliance with laws such as TCPA, CAN-SPAM, CASL, GDPR, and related regulations
Aura Tech is not liable for Client’s misuse of messaging or outbound communication tools.
8. Service Levels, Support, and Availability
8.1 General Standards.
Aura Tech will use commercially reasonable efforts to maintain the availability of the Service and provide updates and enhancements.
8.2 Support.
Support is provided via email or through in-platform support channels. Response times may vary by plan level.
8.3 Downtime.
Aura Tech may perform scheduled maintenance and will endeavor to minimize disruption. Emergency maintenance may occur without prior notice.
Aura Tech is not liable for downtime caused by:
Failures outside of its control
Third-Party Services or platforms
Internet or connectivity issues
Client systems or configurations
9. Confidentiality
Each Party may receive Confidential Information from the other. Confidential Information must be protected using reasonable measures and may not be disclosed except:
To employees or contractors who need to know and are bound by confidentiality obligations;
As required by law (with notice to the disclosing Party where legally allowed). Confidentiality obligations survive termination.
10. Intellectual Property
Aura Tech retains all rights in:
The Service and software;
AI models and algorithms;
Interface designs, dashboards, and documentation;
Any enhancements, updates, or derivative works;
Client may not copy, reverse engineer, reproduce, or create derivative works of the Service. Feedback Client provides may be used by Aura Tech without restriction.
11. Warranties; Disclaimer
11.1 Mutual Warranties.
Each Party represents that it has the authority to enter into this Agreement.
11.2 Aura Tech Limited Warranty.
Aura Tech warrants that it will provide the Service using industry-standard care and skill.
11.3 Disclaimer.
EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.”
Aura Tech disclaims all warranties, including:
Merchantability;
Fitness for a particular purpose;
Accuracy of AI outputs;
Compliance or reliability of Third-Party Services;
Any particular business outcome (reviews, rating improvement, customer acquisition, revenue, etc.)
12. Limitation of Liability
To the fullest extent permitted by law:
Neither Party is liable for indirect, incidental, special, consequential, punitive, or exemplary damages (including lost profits, lost data, or business interruption).
Aura Tech’s total aggregate liability under this Agreement shall not exceed the fees paid by Client in the three (3) months before the claim arose.
Some jurisdictions limit these restrictions; they apply to the fullest extent allowed.
13. Indemnification
13.1 Indemnification by Client.
Client will defend and indemnify Aura Tech against claims arising from:
Client’s breach of this Agreement;
Client’s communications or message-sending practices;
Client Data or content;
Violations of law or third-party rights;
Misuse of Third-Party Services;
13.2 Indemnification by Aura Tech.
Aura Tech will defend Client against claims alleging that the unmodified Service infringes a U.S. intellectual property right, subject to the limitations in the Terms of Service.
14. Compliance with Laws
Each Party shall comply with all applicable laws, regulations, and industry standards.
Client is solely responsible for:
Customer consent management;
Email and SMS compliance;
Any review-gating or prohibited review practices;
Platform-specific content restrictions.
15. Governing Law; Dispute Resolution
This Agreement is governed by the laws of the State of California, excluding conflict-of-law rules. Any disputes shall be brought exclusively in the state or federal courts located in Los Angeles County, California. Each Party consents to personal jurisdiction and waives any objection to venue.
16. General Provisions
Assignment: Client may not assign this Agreement without Aura Tech’s written consent. Aura Tech may assign in connection with acquisitions or restructuring.
Notices: Must be sent to the address listed in the Terms of Service.
Entire Agreement: This Agreement, together with the Terms of Service, Privacy Policy, DPA, and any Order Forms, constitutes the full agreement.
Severability: Invalid provisions shall be replaced with enforceable ones that best match the intent.
Waiver: Failure to enforce a right does not waive it.
Force Majeure: Neither Party is liable for delays due to events beyond reasonable control (e.g., outages, disasters, conflict, labor issues).
Aura Tech, LLC
📧 [email protected]
🌐 www.auratechco.com