Legal

Terms and Conditions

Effective date: July 24, 2026

Last updated: July 24, 2026

These Terms and Conditions are available in English and Spanish. In the event of any conflict or difference in interpretation between the two versions, the English version prevails.

These Terms and Conditions ("Terms") constitute a legally binding agreement between you and VAIONYX LLC, doing business as VAI IA ("VAIONYX," "VAI IA," "Company," "we," "us," or "our").

These Terms govern your access to and use of our websites, dashboards, artificial intelligence assistants, software-as-a-service platforms, communication tools, integrations, APIs, automation features, and related products and services, collectively referred to as the "Services."

By creating an account, purchasing a subscription, clicking an acceptance button, accessing the Services, or continuing to use the Services, you agree to these Terms and our Privacy Policy.

If you do not agree to these Terms, you must not access or use the Services.

1. Eligibility and authority

You must be at least 18 years old and legally capable of entering into a binding agreement to use the Services.

If you access or use the Services on behalf of a company, organization, or other legal entity, you represent that:

  • You have authority to bind that entity to these Terms.
  • The information you provide is accurate.
  • The entity agrees to be responsible for your use and the use of its authorized users.

In these circumstances, "you" and "Customer" refer to both you and the entity you represent.

2. Description of the Services

VAI IA provides business software and artificial intelligence tools that may include:

  • AI-powered business assistance.
  • Customer and client management.
  • Appointment creation and scheduling.
  • Appointment confirmations, cancellations, and rescheduling.
  • Business information management.
  • SMS and email communications.
  • Calendar synchronization.
  • Business reminders.
  • Pending actions requiring user confirmation.
  • Analytics and operational dashboards.
  • Business automations.
  • Third-party integrations.
  • Subscription and account management.

Features may vary according to the selected subscription, configuration, location, third-party availability, and stage of product development.

We may add, remove, improve, suspend, or modify features at any time.

3. Business accounts

Certain Services require an account.

You agree to:

  • Provide accurate and current registration information.
  • Keep account information updated.
  • Maintain the confidentiality of your login credentials.
  • Restrict access to authorized users.
  • Use appropriate security measures.
  • Notify us promptly of suspected unauthorized access.
  • Accept responsibility for activity conducted through your account.

You may not share an account in a manner that bypasses user limits, pricing, security controls, or access restrictions.

VAIONYX LLC is not responsible for losses caused by unauthorized access resulting from your failure to protect credentials or devices.

4. Authorized users

A business customer may authorize employees, contractors, or representatives to access its account.

The business customer is responsible for:

  • Determining who receives access.
  • Assigning appropriate permissions.
  • Removing access when it is no longer required.
  • Training authorized users.
  • Ensuring that authorized users comply with these Terms.
  • All activity performed by authorized users.

Actions performed through an authenticated account may be treated as authorized by the applicable business customer unless we have been notified of unauthorized access.

5. Business and Customer Data

"Customer Data" means information submitted, uploaded, connected, generated, or processed through the Services by or on behalf of a business customer.

Customer Data may include:

  • Business information.
  • Client names and contact details.
  • Appointments.
  • Notes.
  • Conversations.
  • Calendar events.
  • Messages.
  • Confirmation records.
  • Files.
  • Operational information.
  • Instructions provided to AI features.

As between VAIONYX LLC and the business customer, the business customer retains ownership of its Customer Data.

The business customer grants VAIONYX LLC a limited right to process Customer Data as necessary to:

  • Provide the Services.
  • Operate requested integrations.
  • Maintain security.
  • Prevent abuse.
  • Provide support.
  • Comply with law.
  • Improve the reliability and performance of the Services.

The business customer represents that it has all rights, permissions, notices, and consents necessary to provide Customer Data to VAI IA.

6. Customer privacy responsibilities

Business customers are responsible for their own collection and use of personal information.

Each business customer agrees to:

  • Provide legally required privacy notices.
  • Obtain consent where required.
  • Process information only for legitimate purposes.
  • Honor applicable privacy rights.
  • Protect client information.
  • Limit access to authorized personnel.
  • Avoid collecting unnecessary sensitive information.
  • Comply with applicable privacy, communications, consumer protection, and data security laws.

When VAIONYX LLC processes personal information on behalf of a business customer, the business customer generally determines the purpose and means of processing.

Additional data-processing terms may apply to enterprise customers.

7. Artificial intelligence features

VAI IA uses artificial intelligence to analyze requests, generate responses, retrieve business information, recommend actions, and assist with operational tasks.

AI-generated output may:

  • Be incomplete.
  • Be inaccurate.
  • Misinterpret information.
  • Contain outdated information.
  • Produce unexpected results.
  • Differ from the actual outcome of an integrated tool or database action.

You must review AI-generated content before relying on it.

VAI IA should not be used as a substitute for qualified professional advice, including legal, medical, financial, tax, safety, or regulatory advice.

You remain responsible for:

  • Reviewing AI-generated content.
  • Confirming important information.
  • Verifying appointments and records.
  • Approving communications.
  • Evaluating recommendations.
  • Deciding whether an automated action is appropriate.
  • Complying with laws applicable to your business.

VAIONYX LLC does not guarantee that AI output will be accurate, complete, or suitable for a particular purpose.

8. Confirmations and automated actions

Certain actions may require explicit confirmation before execution.

These actions may include:

  • Sending an SMS.
  • Sending an email.
  • Creating or modifying an appointment.
  • Canceling an appointment.
  • Modifying business information.
  • Contacting a client.
  • Executing an integration action.

You are responsible for reviewing all relevant details before confirmation.

An action should not be considered successfully completed solely because an AI response states that it was completed. The authoritative result is the status returned by the applicable system, database, integration, message log, or third-party provider.

We may prevent repeated confirmation of the same action to reduce duplicate activity.

9. Communications, SMS, and email

VAI IA may enable business customers to send transactional or permitted marketing communications through SMS, email, or other channels.

The business customer is responsible for:

  • Obtaining appropriate recipient consent.
  • Maintaining records of consent where required.
  • Identifying itself in communications.
  • Sending only lawful and authorized content.
  • Providing required opt-out instructions.
  • Honoring opt-out requests promptly.
  • Maintaining accurate contact information.
  • Complying with carrier and provider rules.
  • Completing any required messaging registration.
  • Paying applicable messaging and carrier charges.

Recipients may be able to reply STOP to opt out, or HELP to request assistance.

Message frequency may vary. Message and data rates may apply.

A recipient who has opted out must not receive additional nonpermitted messages unless the recipient provides renewed consent.

VAI IA does not guarantee that any message will be delivered. Messages may be delayed, filtered, rejected, blocked, or marked undeliverable by a carrier, communications provider, recipient system, or regulatory requirement.

10. Messaging registration

Some jurisdictions, carriers, and telephone networks require registration, verification, or approval before messages can be delivered.

The business customer is responsible for providing accurate information needed for:

  • A2P registration.
  • Toll-free verification.
  • Sender verification.
  • Brand registration.
  • Messaging campaigns.
  • Carrier compliance.
  • Consent documentation.

A message accepted or queued by a provider is not necessarily delivered to the recipient.

VAIONYX LLC is not responsible for messaging failures caused by incomplete registration, carrier restrictions, recipient blocking, invalid numbers, or third-party policy enforcement.

11. Calendar and third-party integrations

The Services may allow users to connect third-party services, including calendar, communications, payment, analytics, and productivity platforms.

By connecting an integration, you authorize VAI IA to access and process information permitted by the authorization you grant.

You are responsible for:

  • Reviewing requested permissions.
  • Maintaining the connected account.
  • Ensuring that the integration is properly authorized.
  • Disconnecting access when it is no longer required.
  • Complying with the third party's terms.
  • Reviewing information before synchronization or modification.

Third-party services are controlled by their providers. We do not guarantee their availability, accuracy, security, or continued compatibility.

A third-party provider may modify, limit, suspend, or terminate its service without our control.

12. Google services

If you connect a Google service, your use may also be governed by Google's applicable terms and policies.

You authorize VAI IA to access only the permissions you approve.

Google account data will be used to provide requested functionality such as:

  • Calendar synchronization.
  • Appointment scheduling.
  • Availability management.
  • Reminders.
  • Event creation or modification.

You may revoke access through your Google account or through VAI IA where available.

13. Subscriptions

Certain Services may require a paid subscription.

Subscription details may include:

  • Plan name.
  • Features.
  • Usage limits.
  • Billing frequency.
  • Price.
  • Trial period.
  • Renewal terms.
  • Additional charges.

The applicable details will be presented before purchase.

Unless otherwise stated, subscriptions automatically renew for successive billing periods until canceled.

By purchasing an automatically renewing subscription, you authorize our payment processor to charge the applicable payment method at the beginning of each billing period.

14. Free trials and promotional offers

We may offer free trials, discounts, credits, or promotional access.

Additional conditions may apply.

Before a free trial converts to a paid subscription, we will disclose the applicable price and recurring billing terms as required.

Unless stated otherwise, only one trial may be available per customer or business.

We may terminate or restrict a promotional offer if we reasonably determine that it is being abused.

15. Billing and payment authorization

You agree to provide accurate billing and payment information.

You authorize VAIONYX LLC and its payment processor to charge:

  • Subscription fees.
  • Usage fees.
  • Taxes.
  • Messaging costs.
  • Approved add-ons.
  • Other charges disclosed before purchase.

Payments may be processed by a third-party provider.

VAIONYX LLC does not intend to directly store complete payment card numbers or security codes.

You are responsible for keeping the payment method current and authorized.

16. Failed payments

If a payment fails, we may:

  • Retry the charge.
  • Notify the account owner.
  • Restrict paid features.
  • Suspend the account.
  • Downgrade the account.
  • Terminate the subscription.
  • Request an alternative payment method.

You remain responsible for unpaid amounts incurred before suspension or termination.

We will not intentionally delete Customer Data immediately following a single failed payment, but continued nonpayment may result in account closure under the applicable retention policy.

17. Subscription cancellation

You may cancel an automatically renewing subscription through the account dashboard or another method identified in the Services.

Cancellation will stop future renewals.

Unless otherwise stated:

  • Cancellation does not retroactively reverse prior charges.
  • Access may continue through the end of the paid billing period.
  • Usage-based charges already incurred remain payable.
  • Canceling a subscription does not automatically delete the account or Customer Data.

We will not require an unreasonably burdensome process to cancel a subscription.

18. Refunds

Except where required by law or expressly stated in a separate written agreement, payments are nonrefundable after the applicable service period begins.

We may issue refunds or credits at our discretion for:

  • Duplicate charges.
  • Confirmed billing errors.
  • Service failures attributable to VAIONYX LLC.
  • Other exceptional circumstances.

Refund decisions do not create an obligation to provide the same remedy in future cases.

19. Price and plan changes

We may change subscription prices, plan structures, included features, or usage limits.

Material changes affecting an existing paid subscription will generally be communicated before the next renewal.

Continued use after the change becomes effective constitutes acceptance of the updated price or plan where permitted.

You may cancel before the next renewal if you do not accept the change.

20. Taxes

Prices may not include applicable taxes.

You are responsible for taxes, duties, assessments, and governmental charges arising from your purchase or use of the Services, excluding taxes imposed on VAIONYX LLC's net income.

Where required, taxes may be calculated and collected through the payment process.

21. Acceptable use

You may use the Services only for lawful business purposes.

You may not use the Services to:

  • Violate any law or regulation.
  • Send unsolicited or unlawful communications.
  • Contact individuals without required consent.
  • Harass, threaten, exploit, or deceive others.
  • Commit fraud.
  • Infringe intellectual property rights.
  • Distribute malware.
  • Attempt unauthorized access.
  • Bypass account or usage limits.
  • Interfere with security systems.
  • Reverse engineer protected components except where legally permitted.
  • Scrape or extract information without authorization.
  • Test system vulnerabilities without written authorization.
  • Use the Services to develop a directly competing product through unauthorized copying.
  • Misrepresent AI-generated content as professionally verified.
  • Upload information you are not authorized to process.
  • Use the Services for emergency communications.
  • Use the Services for high-risk activities where failure could cause death, physical injury, or severe property or environmental damage.

We may investigate suspected violations and suspend access when reasonably necessary.

22. Sensitive and regulated information

Unless VAIONYX LLC expressly agrees in writing, the Services are not designed for storing or processing:

  • Protected health information subject to HIPAA.
  • Complete payment card data.
  • Government identification documents.
  • Biometric templates.
  • Highly sensitive financial information.
  • Classified information.
  • Information subject to specialized security requirements.

You must not use the Services for regulated information unless an appropriate written agreement and technical configuration are in place.

23. Security

We use reasonable measures designed to protect the Services and Customer Data.

You acknowledge that no electronic system is completely secure.

You agree not to:

  • Share secrets publicly.
  • Commit API keys to public repositories.
  • Disable security controls.
  • Expose authentication tokens.
  • Use weak or reused passwords.
  • Provide unauthorized individuals with access.

You must notify us promptly at ceo@vainyx.com if you discover a suspected security incident involving the Services.

24. Intellectual property

The Services, including their software, interfaces, workflows, documentation, designs, logos, trademarks, databases, and original content, are owned by or licensed to VAIONYX LLC.

These Terms do not transfer ownership of the Services to you.

Subject to your compliance with these Terms and payment obligations, VAIONYX LLC grants you a limited, nonexclusive, nontransferable, revocable right to use the Services for your internal business purposes during the applicable subscription period.

You may not copy, sell, sublicense, distribute, or commercially exploit the Services except as expressly authorized.

25. Customer content

You retain ownership of content you submit to the Services.

You represent that your content:

  • Does not violate law.
  • Does not infringe another person's rights.
  • Is not misleading or fraudulent.
  • May lawfully be processed by VAI IA.
  • Does not contain unauthorized sensitive information.

You are responsible for your content and the consequences of using, sending, publishing, or relying on it.

26. Feedback

If you provide suggestions, ideas, feature requests, or feedback, you grant VAIONYX LLC a worldwide, perpetual, irrevocable, royalty-free right to use that feedback to improve or develop products and services.

This does not transfer ownership of your confidential business information or Customer Data.

27. Confidentiality

Each party may receive nonpublic information belonging to the other.

The receiving party agrees to:

  • Use confidential information only for purposes related to the Services.
  • Protect it using reasonable care.
  • Disclose it only to persons who need access and are subject to confidentiality obligations.
  • Not disclose it to unrelated third parties without authorization.

Confidential information does not include information that:

  • Is publicly available without breach.
  • Was independently developed.
  • Was lawfully received from another source.
  • Must be disclosed by law.

28. Privacy Policy

Our Privacy Policy describes how VAIONYX LLC collects, uses, stores, and shares personal information.

The Privacy Policy is incorporated into these Terms by reference.

If there is a conflict between these Terms and the Privacy Policy regarding personal information, the Privacy Policy will control for that subject.

29. Service availability

We aim to provide reliable Services, but we do not guarantee uninterrupted or error-free operation.

The Services may be unavailable because of:

  • Maintenance.
  • Software updates.
  • Internet failure.
  • Hosting outages.
  • Third-party failures.
  • Carrier restrictions.
  • Security incidents.
  • Events outside our reasonable control.

We may perform scheduled or emergency maintenance without prior notice when necessary.

30. Beta and experimental features

Some features may be labeled beta, preview, experimental, test, staging, or early access.

These features:

  • May be incomplete.
  • May change without notice.
  • May contain errors.
  • May be discontinued.
  • May not be suitable for production use.

You use beta and experimental features at your own risk.

31. Suspension

We may suspend or restrict access when reasonably necessary to:

  • Prevent security risks.
  • Investigate misuse.
  • Protect users.
  • Prevent unlawful communications.
  • Respond to nonpayment.
  • Comply with law.
  • Address violations of these Terms.
  • Protect third-party systems.

Where reasonable, we will provide notice and an opportunity to correct the issue.

32. Termination

You may stop using the Services at any time.

VAIONYX LLC may terminate an account for:

  • Material breach of these Terms.
  • Unlawful activity.
  • Abuse.
  • Security risk.
  • Repeated failed payments.
  • Misrepresentation.
  • Harm to the Services or other users.
  • Legal or regulatory requirements.

Upon termination:

  • Your license to use the Services ends.
  • Outstanding charges remain due.
  • Access to Customer Data may end.
  • Data may be retained or deleted according to our Privacy Policy and legal obligations.
  • Provisions intended to survive termination will remain effective.

33. Data export and account closure

Where supported, business customers may export certain data before closing an account.

You are responsible for exporting information you wish to retain.

After account closure, data may be deleted following the applicable retention period unless continued retention is required by law, security needs, dispute resolution, or contractual obligations.

34. Third-party services

The Services may depend on third-party providers.

Third-party services are subject to their own terms and policies.

VAIONYX LLC is not responsible for:

  • Third-party outages.
  • Changes in third-party APIs.
  • Carrier delivery failures.
  • Third-party account suspension.
  • Third-party data loss.
  • Changes in third-party pricing.
  • Independent acts of third-party providers.

We may replace or discontinue an integration if continued operation becomes impractical or unlawful.

35. Disclaimer of warranties

To the maximum extent permitted by law, the Services are provided on an "as is" and "as available" basis.

VAIONYX LLC disclaims warranties of:

  • Merchantability.
  • Fitness for a particular purpose.
  • Noninfringement.
  • Accuracy.
  • Availability.
  • Error-free operation.
  • Uninterrupted service.
  • Guaranteed business results.

We do not guarantee that:

  • AI output will be correct.
  • Messages will be delivered.
  • Appointments will be completed.
  • Integrations will remain available.
  • The Services will generate revenue.
  • The Services will satisfy every legal or regulatory requirement applicable to your business.

Some jurisdictions may not permit certain warranty exclusions, so some exclusions may not apply.

36. Limitation of liability

To the maximum extent permitted by law, VAIONYX LLC and its owners, officers, employees, contractors, affiliates, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages.

This includes loss of:

  • Revenue.
  • Profits.
  • Business opportunities.
  • Data.
  • Goodwill.
  • Customers.
  • Communications.
  • Appointments.

To the maximum extent permitted by law, VAIONYX LLC's total aggregate liability arising from the Services will not exceed the amount paid by the customer to VAIONYX LLC during the six months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes liability that cannot legally be excluded.

37. Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless VAIONYX LLC and its affiliates, owners, officers, employees, contractors, and service providers from claims, losses, damages, liabilities, and reasonable expenses arising from:

  • Your use of the Services.
  • Your Customer Data.
  • Your communications with clients.
  • Your violation of these Terms.
  • Your violation of law.
  • Your failure to obtain required consent.
  • Your infringement of another person's rights.
  • Conduct by your authorized users.

VAIONYX LLC will provide reasonable notice of an indemnified claim and may participate in its defense.

38. Informal dispute resolution

Before filing a legal action, each party agrees to attempt in good faith to resolve the dispute informally.

A party initiating a dispute must send written notice describing:

  • The nature of the dispute.
  • Relevant facts.
  • The requested resolution.
  • Contact information.

The parties will have 30 days to attempt resolution unless immediate legal relief is necessary.

39. Governing law and venue

These Terms are governed by the laws of the State of Utah, without regard to conflict-of-law principles.

Any legal proceeding arising from these Terms or the Services must be brought in the state or federal courts located in Weber County, Utah, and each party consents to the jurisdiction of those courts.

40. Electronic communications and acceptance

You consent to receive agreements, notices, disclosures, invoices, and other communications electronically.

Electronic acceptance, including clicking a button or checking a box, may constitute your signature and agreement to these Terms.

You are responsible for maintaining a valid email address and the ability to access electronic records.

41. Changes to these Terms

We may update these Terms to reflect:

  • New features.
  • Legal requirements.
  • Security improvements.
  • Changes in business practices.
  • Changes in third-party services.

Material changes may be communicated through the website, dashboard, email, or another reasonable method.

The updated Terms will show a revised "Last updated" date.

Continued use after the effective date constitutes acceptance where permitted by law.

42. Assignment

You may not assign or transfer your rights under these Terms without our written consent.

VAIONYX LLC may assign these Terms in connection with a merger, acquisition, restructuring, financing, sale of assets, or transfer of the Services.

43. Force majeure

VAIONYX LLC will not be responsible for delays or failures caused by circumstances beyond its reasonable control, including:

  • Natural disasters.
  • Internet outages.
  • Government actions.
  • Labor disputes.
  • War.
  • Civil unrest.
  • Cyberattacks.
  • Utility failure.
  • Carrier disruption.
  • Third-party platform outages.

44. Severability

If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary or removed, and the remaining provisions will continue in effect.

45. Waiver

Failure to enforce a provision does not waive the right to enforce it later.

A waiver is effective only when made in writing by an authorized representative of VAIONYX LLC.

46. Entire agreement

These Terms, the Privacy Policy, applicable order forms, and any signed agreements constitute the complete agreement concerning the Services.

They replace prior discussions or understandings relating to the same subject.

47. Contact information

Questions about these Terms may be submitted to:

VAIONYX LLC

Product: VAI IA

Email: ceo@vainyx.com

Website: https://vainyxvai.tech

Mailing address: 186 W 8517 N, North Ogden, UT 84414, United States

State of organization: Utah, United States