Terms of Service

Introduction

These Terms of Service (“Terms”) govern your access to and use of services provided by Binate AI (“Binate,” “we,” “us,” or “our”). By engaging our services, signing a Statement of Work (“SOW”), or otherwise using our website at binate.ai (the “Site”), you (“Client,” “you,” or “your”) agree to be bound by these Terms.

If you do not agree to these Terms, do not engage our services or use the Site.

1. Definitions

• “Services” means the AI development, automation, white-label fulfillment, and related professional services Binate provides, including without limitation MVP development, AI operations and automation, and white-label AI delivery for partner agencies.
• “Deliverables” means the source code, configurations, prompts, documentation, AI agents, workflows, and other work product Binate creates and delivers under an SOW.
• “SOW” means a written Statement of Work, proposal, or engagement letter executed between Binate and Client describing specific Services, Deliverables, timeline, and fees.
• “Confidential Information” means non-public information disclosed by either party, including business information, client lists, technical data, and any information of Client's end customers in white-label engagements.

2. Services

Binate provides professional services as described on binate.ai and as specifically scoped in each SOW. These include:

• MVP Development — fixed-scope, fixed-timeline product builds for founders.
• AI Operations & Automation — voice agents, chat automation, CRM and workflow systems for businesses.
• White-Label AI Delivery — NDA-bound fulfillment services delivered under partner agency brands.

Specific scope, deliverables, timeline, and fees for each engagement are governed by the applicable SOW. In the event of conflict between these Terms and an SOW, the SOW controls.

3. Eligibility & Engagement

3.1 Eligibility

You must be at least 18 years old and authorized to bind the entity you represent. By engaging Services on behalf of a business, you represent that you have authority to do so.

3.2 Engagement Process

Engagements begin with a discovery call. Following the call, Binate issues a written proposal or SOW. Work commences only after the SOW is countersigned and initial payment is received per Section 5.

4. Scope, Revisions & Change Orders

4.1 Scope

Binate delivers the Services and Deliverables specifically described in the SOW. Work outside the scope, including additional features, revisions beyond agreed cycles, or integrations not listed, requires a written change order signed by both parties.

4.2 Revision Cycles

Unless otherwise stated in the SOW, fixed-price engagements include up to two (2) revision cycles per deliverable. Retainer-based engagements include reasonable revisions consistent with the monthly scope.

4.3 Change Orders

Change orders are quoted in writing and may extend timelines and fees. Work on change-order items begins only after written authorization.

5. Pricing & Payment Terms

5.1 Fees

Fees are stated in the SOW. All amounts are in US Dollars unless otherwise specified. Taxes, if applicable, are the responsibility of the Client.

5.2 Payment Schedule

Unless otherwise specified in the SOW, payment is structured as follows:

• Fifty percent (50%) due upon SOW execution (engagement initiation).
• Remaining balance due on final delivery.
• Retainer fees are billed monthly in advance.

5.3 Late Payments

Invoices unpaid beyond fifteen (15) days from issue date may be subject to suspension of Services and a late fee of 1.5% per month or the maximum permitted by law, whichever is lower.

5.4 Non-Refundable Deposits

Initial deposits are non-refundable except as expressly stated in Section 14 (Refunds & Guarantees).

6. Intellectual Property Rights

6.1 Client Ownership of Deliverables

Upon full payment of all fees due under the applicable SOW, Binate assigns to Client all right, title, and interest in the Deliverables created specifically for the Client engagement, including source code, configurations, prompts, and project-specific documentation.

6.2 Binate Retained Rights

Binate retains all right, title, and interest in: (a) pre-existing tools, libraries, frameworks, and code developed prior to or independently of the engagement; (b) general know-how, methodologies, and processes; and (c) generic boilerplate, utilities, and templates used across multiple client projects. Binate grants Client a perpetual, royalty-free, non-exclusive license to use such retained materials solely as incorporated into the Deliverables.

6.3 Third-Party Components

Deliverables may include or depend on third-party software, services, or APIs (including Claude, OpenAI, Vapi, Retell, Twilio, GoHighLevel, HubSpot, and others). Use of such third-party components is subject to the respective provider's terms. Client is responsible for maintaining accounts, API keys, and payment for such third-party services.

6.4 Portfolio Rights

Unless prohibited by a separate NDA, Binate may reference Client's name and a non-confidential, sanitized description of the engagement in Binate's marketing materials and case studies. Specific case-study publication requires Client's written approval.

7. Confidentiality

7.1 Mutual Confidentiality

Each party agrees to keep confidential and not disclose to any third party the Confidential Information of the other party, and to use such information solely to perform under the SOW.

7.2 White-Label Engagements

For white-label engagements with partner agencies, Binate commits to enhanced confidentiality: Binate will not contact, solicit, or communicate with the agency's end clients without express written authorization; all deliverables will be branded as specified by the partner agency; and Binate's involvement will not be disclosed to end clients without partner consent.

7.3 Exceptions

Confidentiality obligations do not apply to information that is: (a) publicly known through no fault of the receiving party; (b) independently developed without reference to disclosed information; (c) rightfully received from a third party without confidentiality restriction; or (d) required to be disclosed by law, provided the receiving party gives prompt notice.

7.4 Survival

Confidentiality obligations survive termination of these Terms for a period of five (5) years, or longer if required by applicable law or by the terms of a separate NDA.

8. Client Materials & Responsibilities

8.1 Client-Provided Materials

Client warrants that all materials it provides to Binate (including content, data, branding, and account access) are lawfully owned or licensed by Client and that Binate's use of such materials in providing Services will not infringe any third-party rights.

8.2 Cooperation

Timely delivery depends on Client cooperation, including: providing required materials and account access promptly; responding to questions and revision requests within reasonable timeframes; and designating a primary point of contact authorized to make decisions. Delays caused by Client may extend timelines and shift Binate's delivery obligations under Section 14.

9. Delivery & Acceptance

9.1 Delivery

Binate delivers Deliverables per the timeline stated in the SOW. Delivery is made by handover of source code, account access, documentation, and any other materials specified in the SOW.

9.2 Acceptance

Client has seven (7) business days after delivery to review and notify Binate in writing of any material defects. If no notice is received within this period, the Deliverables are deemed accepted. Material defects identified during the acceptance period will be remedied at no additional cost; corrections required after acceptance are subject to Section 4.3 (Change Orders).

10. Warranties & Disclaimers

10.1 Binate Warranties

Binate warrants that: (a) Services will be performed in a professional and workmanlike manner; (b) Deliverables will substantially conform to the specifications in the SOW upon delivery; and (c) to Binate's knowledge, Deliverables created by Binate will not infringe the intellectual property rights of third parties.

10.2 AI-Specific Disclaimers

Client acknowledges that AI systems, including those built or integrated by Binate, may produce outputs that are inaccurate, unexpected, or biased. Binate does not warrant the accuracy, completeness, or fitness for any particular purpose of AI-generated outputs. Client is responsible for: (a) reviewing AI outputs before relying on them for material decisions; (b) implementing appropriate human oversight where required; (c) complying with applicable laws regarding AI use, disclosure, and decision-making; and (d) costs incurred from third-party AI provider APIs (e.g., token costs, voice minute costs).

10.3 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BINATE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Binate's total aggregate liability arising out of or relating to these Terms or any SOW shall not exceed the amounts paid by Client to Binate under the specific SOW giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim.
• In no event shall either party be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, regardless of the form of action.
• The limitations in this Section apply even if a remedy fails of its essential purpose.

12. Indemnification

12.1 By Binate

Binate will defend, indemnify, and hold harmless Client against third-party claims alleging that the Deliverables, as delivered by Binate, infringe a third party's intellectual property rights, provided that: (a) Client promptly notifies Binate of the claim; (b) Binate has sole control of the defense and settlement; and (c) Client provides reasonable cooperation. Binate's obligations under this section do not apply to claims arising from Client modifications, Client-provided materials, or combinations of Deliverables with materials not supplied by Binate.

12.2 By Client

Client will defend, indemnify, and hold harmless Binate against third-party claims arising from: (a) Client's use of Deliverables in violation of these Terms or applicable law; (b) Client-provided content, data, or materials; (c) decisions made or actions taken based on AI-generated outputs; and (d) Client's breach of its representations under Section 8.

13. Term & Termination

13.1 Term

These Terms apply from the date of first engagement and continue until terminated.

13.2 Termination for Convenience

Either party may terminate an ongoing retainer engagement with thirty (30) days written notice. Fixed-price project engagements may not be terminated for convenience after work begins, except as provided in Section 14 (Refunds & Guarantees).

13.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within fifteen (15) days of written notice; (b) becomes insolvent or files for bankruptcy; or (c) engages in conduct that materially damages the other party's reputation or business.

13.4 Effect of Termination

Upon termination: (a) all unpaid fees become immediately due; (b) Binate delivers Deliverables completed as of the termination date; (c) each party returns or destroys the Confidential Information of the other party; and (d) provisions intended to survive (including Sections 6, 7, 10, 11, 12, 16, and 17) survive termination.

14. Refunds & Guarantees

14.1 15-Day Delivery Guarantee (Automations and Agencies tiers)

For engagements with a stated 15-day delivery commitment, if Binate fails to deliver within 15 business days through no fault of Client, the engagement is extended at no additional cost until delivery is complete. This guarantee does not apply to delays caused by Client failure to provide required materials, decisions, or access.

14.2 30-Day Delivery Guarantee (MVP Development)

For MVP engagements with a stated 30-day delivery commitment, if Binate fails to deliver within 30 days through no fault of Client, the engagement is extended at no additional cost until delivery is complete. The same Client-cooperation conditions in 14.1 apply.

14.3 Week-One Refund

If Client provides written notice within seven (7) calendar days of engagement start that Client is not satisfied with the foundation of the work, Binate will refund all amounts paid less third-party costs incurred (e.g., API credits, hosting setup). After the seven-day window, fees are non-refundable except as required by law.

15. Independent Contractor Relationship

Binate performs Services as an independent contractor, not as an employee, partner, agent, or joint venturer of Client. Neither party has authority to bind the other or create obligations on the other's behalf except as expressly authorized.

16. Governing Law

These Terms are governed by the laws of The State of Texas, United States of America, without regard to its conflict-of-law principles.

17. Dispute Resolution

17.1 Informal Resolution

The parties will attempt to resolve any dispute through good-faith negotiation for at least thirty (30) days before initiating any formal proceeding.

17.2 Exception

Either party may seek injunctive relief in a court of competent jurisdiction to protect intellectual property, Confidential Information, or other irreparable harm.

18. Force Majeure

Neither party is liable for failure to perform obligations due to causes beyond reasonable control, including natural disasters, war, terrorism, civil unrest, government action, pandemic, internet or telecommunications outages, third-party service provider failures, or other force majeure events. The affected party will notify the other party promptly and resume performance as soon as reasonably practicable.

19. Modifications

Binate may update these Terms from time to time. Updates take effect upon posting to binate.ai with a revised “Effective date.” Continued use of Services after an update constitutes acceptance. For material changes, Binate will provide reasonable notice to active Clients before the change takes effect.

20. Miscellaneous

20.1 Entire Agreement

These Terms, together with any applicable SOW and any signed NDA, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements, representations, and understandings.

20.2 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force.

20.3 No Waiver

Failure to enforce any provision is not a waiver of the right to enforce it later.

20.4 Assignment

Neither party may assign these Terms without the other party's written consent, except that Binate may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets.

20.5 Notices

Notices must be sent in writing to support@binate.ai (for Binate) or the Client contact address on the SOW. Notices are effective upon receipt.

21. Contact

Questions about these Terms? Contact us:

• Binate AI
• Email: support@binate.ai
• Phone: 856-243-6180
• Address: 600 Congress Ave, 14th Floor, Austin, TX 78701