These Terms and Conditions ("Terms") govern your access to and use of the services provided by Excenna Business Solutions ("Company," "we," "us," or "our"), located at 2981 Highway H, Farmington, MO 63640, through our website excennabusinesssolutions.com and any related platforms (collectively, the "Services"). By engaging our Services, you ("Client," "you," or "your") agree to be bound by these Terms.
1. Services
Excenna Business Solutions provides AI-powered automation services for businesses, including but not limited to:
Database Reactivation: AI-driven SMS and messaging campaigns to re-engage dormant leads from your existing database
Speed to Lead: automated instant-response systems that contact new leads within seconds of inquiry
Out of Hours Automation: AI-powered lead qualification and appointment booking outside of standard business hours
Google Reviews Management: automated review response and reputation management
The specific scope of Services will be outlined in your service agreement or proposal.
2. Client Obligations
By engaging our Services, you represent and warrant that:
You have the legal authority to enter into these Terms on behalf of your business
All lead data, contact lists, and customer information you provide to us has been lawfully collected and you have the necessary rights, consents, and permissions to share it with us for automated outreach
You will comply with all applicable laws and regulations, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and any state-specific consumer protection laws
You will not use our Services for any unlawful, deceptive, or fraudulent purpose
You will provide accurate and complete information and keep your account details current
3. Fees and Payment
Fees for our Services are as set out in your service agreement or proposal. Unless otherwise stated:
All fees are quoted and payable in U.S. Dollars (USD)
Payment is due according to the schedule specified in your service agreement
Payments are processed through our third-party payment processor (e.g., Stripe). We do not store your credit card information
Late payments may incur a late fee of 1.5% per month or the maximum rate permitted by law, whichever is lower
All fees are non-refundable unless expressly stated otherwise in your service agreement
4. Intellectual Property
All intellectual property rights in our Services, including but not limited to AI models, software, scripts, automation workflows, chatbot frameworks, branding, and website content, are and remain the exclusive property of the Company. Nothing in these Terms grants you any ownership rights in our technology or intellectual property.
You retain ownership of all data, lead lists, and content you provide to us. You grant us a limited, non-exclusive license to use such data solely for the purpose of performing the Services.
5. Confidentiality
Each party agrees to keep confidential all non-public information received from the other party ("Confidential Information") and to use it solely for the purposes of performing or receiving the Services. This obligation does not apply to information that is publicly available, independently developed, or lawfully obtained from a third party without restriction.
6. Data Protection and Privacy
We process personal data in accordance with our Privacy Policy, available at excennabusinesssolutions.com/privacy-policy. Where we process personal data on your behalf as a data processor, we will do so only in accordance with your instructions and applicable law.
You are solely responsible for ensuring that all data you provide to us complies with applicable data protection laws, including obtaining any necessary consents from data subjects for automated SMS and messaging outreach.
7. TCPA and Messaging Compliance
Our Services involve automated SMS messaging and telephone communications. You acknowledge and agree that:
You are responsible for obtaining proper prior express written consent from all contacts before we initiate automated communications on your behalf
You will maintain records of such consent and make them available to us upon request
You will promptly honor all opt-out requests and notify us of any such requests
We are not liable for any claims, penalties, or damages arising from your failure to obtain proper consent or comply with TCPA, CAN-SPAM, or other applicable regulations
8. Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
We do not guarantee specific results, revenue amounts, response rates, or conversion rates. Any projections, estimates, or examples provided (including on our website or in marketing materials) are illustrative only and do not constitute a guarantee of performance.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES.
OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO THE COMPANY IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10. Indemnification
You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
Your use of the Services
Your breach of these Terms
Your violation of any applicable law or regulation, including TCPA, CAN-SPAM, or data protection laws
Any claim by a third party related to data or content you provided to us
11. Term and Termination
These Terms remain in effect for the duration specified in your service agreement. Either party may terminate the service agreement:
For convenience, with 30 days' prior written notice (unless otherwise specified in your service agreement)
Immediately, if the other party materially breaches these Terms and fails to cure such breach within 14 days of written notice
Upon termination, your access to the Services will cease. You remain liable for all fees accrued prior to termination. Sections 4, 5, 8, 9, 10, and 13 survive termination.
12. Force Majeure
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, government actions, power outages, internet disruptions, or third-party service failures.
13. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws provisions.
Any dispute arising out of or relating to these Terms shall first be attempted to be resolved through good-faith negotiation. If the dispute cannot be resolved within 30 days, either party may pursue resolution through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in St. Francois County, Missouri.
14. Modifications
We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website or by direct communication. Your continued use of the Services after such changes constitutes acceptance of the modified Terms.
15. Miscellaneous
Entire Agreement: These Terms, together with the Privacy Policy and any service agreement, constitute the entire agreement between the parties regarding the Services.
Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations without restriction.
Notices: All notices under these Terms shall be in writing and sent to the addresses specified in the service agreement or to the contact information below.