1. Agreement to Terms
By engaging Vioify AI (“Company”) for customer reactivation services, you (“Client”) agree to be bound by these Terms of Service. If you do not agree, do not use our services.
2. Services
Vioify AI provides AI-powered customer reactivation services, including but not limited to: database audit and segmentation, AI-generated personalized campaign creation, multi-channel campaign execution (email, SMS, direct mail, video), ongoing optimization, and performance reporting.
3. Client Obligations
The Client agrees to:
- Provide accurate CRM access and customer data as required
- Ensure all customer data shared has been collected in compliance with applicable privacy laws
- Confirm that existing business relationships exist with lapsed contacts per CASL, CAN-SPAM, or applicable regulations
- Promptly review and approve campaign messaging before deployment
- Pay all fees according to the agreed pricing schedule
4. Pricing and Payment
Retainers are billed on the 1st of each month via Stripe with automatic card charging. Performance bonuses are calculated and invoiced on the 10th of the following month. Setup fees, where applicable, are due at contract signing with Net 15 terms.
Performance bonuses are based on directly attributable reactivated revenue as defined in the engagement's Performance Tracking Agreement. Attribution methodology is mutually agreed before work begins.
5. Performance Guarantees
On retainer plans, if we fail to recover at least 3x the monthly retainer fee in reactivated revenue within the first 30 days, the following month's retainer is waived. On Performance-Only plans, the Client pays nothing unless measurable results are delivered.
6. Data Handling
All client customer data is accessed under a separate Data Access Agreement. We access data on a view-only or limited-write basis as required for campaign execution. We never sell, share, or use client data for any purpose beyond the contracted services. Data is deleted within 30 days of engagement termination.
7. Intellectual Property
AI-generated campaign content (copy, messaging, sequences) created for Client campaigns is the property of the Client upon payment. Our proprietary AI models, analysis frameworks, and operational processes remain the property of Vioify AI.
8. Limitation of Liability
Vioify AI's total liability under this agreement shall not exceed the total fees paid by the Client in the three months preceding the claim. We are not liable for indirect, consequential, or punitive damages, or for results below projections, as reactivation outcomes depend on data quality, market conditions, and other factors outside our control.
9. Termination
Either party may terminate the engagement with 30 days' written notice. Upon termination: active campaigns are wound down, final performance bonuses are calculated and invoiced, and all client data is deleted within 30 days. Performance-Only agreements require completion of the 6-month minimum commitment.
10. Governing Law
These Terms are governed by the laws of the Province of Ontario, Canada. Any disputes shall be resolved through binding arbitration in Toronto, Ontario.
11. Contact
For questions about these Terms, contact legal@vioify.ai.