Terms of Service

Please read these Terms of Service carefully before using the services offered by SignalMatrix AI. By accessing or using our services, you agree to be bound by these terms. If you do not agree, do not use our services.

1. Acceptance of Terms

By accessing or using the services provided by SignalMatrix AI (“Company,” “we,” “us,” or “our”), including our website at signalmatrixai.com and all related AI marketing tools, chatbots, dashboards, and platforms (collectively, the “Services”), you (“Client,” “you,” or “your”) agree to be bound by these Terms of Service (“Terms”). If you are entering into these Terms on behalf of a business, organization, or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not agree to these Terms, you must not access or use our Services.

These Terms constitute a legally binding agreement between you and SignalMatrix AI. We reserve the right to modify these Terms at any time, and your continued use of the Services after any such modification constitutes your acceptance of the updated Terms.

2. Description of Services

SignalMatrix AI provides AI-powered marketing services for healthcare professionals, including but not limited to:

• Search engine optimization (SEO) and local search marketing
• Pay-per-click advertising (Google Ads, Meta Ads)
• AI chatbot implementation and management
• Social media marketing and content creation
• Website design and development
• Reputation management and review generation
• AI visibility optimization (ChatGPT, Perplexity, Google AI)
• AI-powered voice receptionist and call handling
• Agentic workflow deployment/implementation
• CRM Tooling & Implementation

The specific Services provided to you will be outlined in your service agreement or subscription plan. We reserve the right to modify, update, or discontinue any aspect of the Services at any time with reasonable notice. We will make commercially reasonable efforts to notify you of any material changes to the Services that may affect your use.

All Services are provided on a subscription basis unless otherwise agreed in writing. The scope, features, and deliverables of each subscription tier are described on our pricing page and in your service agreement.

3. Eligibility

You must be at least 18 years of age and capable of forming a binding contract to use our Services. By using the Services, you represent and warrant that you meet these requirements. The Services are designed for licensed healthcare professionals, medical practices, dental practices, orthodontic practices, cosmetic surgery practices, and related healthcare businesses operating within the United States. We reserve the right to refuse service to any individual or entity at our sole discretion.

If you are a healthcare provider, you further represent that you hold all necessary licenses, certifications, and credentials required to operate your practice in your jurisdiction and that your use of our Services will comply with all applicable healthcare regulations.

4. User Responsibilities

When using our website and services, you agree to:

• Provide accurate and complete information in all forms and communications
• Maintain the confidentiality of any account credentials provided
• Not use our website for any unlawful purpose or in violation of any applicable regulations
• Not attempt to interfere with the proper functioning of our website
• Comply with all applicable healthcare advertising regulations in your jurisdiction

5. Account Registration

To access certain features of the Services, you may be required to create an account. When you create an account, you agree to:

• (a) provide accurate, current, and complete information during the registration process;
• (b) maintain and promptly update your account information to keep it accurate, current, and complete;
• (c) maintain the security and confidentiality of your login credentials;
• (d) accept responsibility for all activities that occur under your account; and
• (e) immediately notify us of any unauthorized use of your account or any other breach of security.

You are responsible for all activity that occurs under your account, whether or not authorized by you. We will not be liable for any loss or damage arising from your failure to protect your account credentials. We reserve the right to suspend or terminate any account that we reasonably believe has been compromised or is being used in violation of these Terms.

6. Fees and Payment

You agree to pay all fees associated with your selected subscription plan or service agreement. All fees are quoted in U.S. dollars and are due in advance on a monthly basis unless otherwise specified in your service agreement. Payment is due on the same calendar date each month as your initial subscription date.

We accept payment via credit card, ACH bank transfer, and wire transfer. All payments are processed through PCI-DSS compliant payment processors. You authorize us to charge your designated payment method for all fees incurred under your account.

If payment is not received within 10 days of the due date, we reserve the right to suspend access to the Services until payment is received. A late fee of 1.5% per month (or the maximum amount permitted by law, whichever is less) may be applied to overdue balances. You are responsible for all taxes applicable to your use of the Services, excluding taxes based on our net income.

Subscription fees may be adjusted with 30 days written notice. Founding Partner pricing is locked for the duration of your continuous subscription as outlined in your Founding Partner agreement.

6.1 Third-Party Platform Disclaimer

SignalMatrix AI does not guarantee specific rankings, placements, or results on third-party platforms including but not limited to Google Search, Google Maps, Meta platforms, ChatGPT, Perplexity, Google Gemini, or any other search engine, social media platform, or AI assistant. These platforms use proprietary algorithms that are subject to change without notice and are entirely outside our control.

Our optimization services are designed to improve visibility and performance, but results depend on numerous factors including platform algorithm changes, competitive activity, and client cooperation. Any case studies, examples, or testimonials represent past results and do not guarantee future performance.

6.2 Billing and Renewal

Services are billed on a recurring basis (monthly or annually) as specified in your service agreement. Unless otherwise stated, services will automatically renew at the end of each billing period at the then-current rates. To cancel recurring billing, you must provide written notice at least 30 days before the next renewal date. Cancellation requests must be sent to john@signalmatrixai.com. No refunds will be provided for the current billing period.

6.3 Price Changes

We reserve the right to modify pricing for services with 60 days’ advance written notice. Existing clients will be notified via email. Continued use of services after a price change constitutes acceptance of the new pricing. If you do not agree to a price increase, you may cancel services as described in Section 6.2.

7. Service Agreements

Specific marketing services are governed by separate service agreements that outline scope, deliverables, pricing, and timelines. These Terms apply in addition to any service-specific agreements. In the event of a conflict, the service-specific agreement shall prevail.

8. Performance Guarantees

Any performance guarantees referenced on our website are subject to the terms and conditions outlined in your specific service agreement. Guarantees may include conditions such as minimum contract duration, client cooperation requirements, and specific performance metrics. Details are provided during the consultation process.

9. Intellectual Property

All intellectual property rights in the Services, including but not limited to the Platform, software, algorithms, AI models, dashboards, design elements, documentation, and proprietary methodologies, are and shall remain the exclusive property of SignalMatrix AI. Nothing in these Terms transfers any intellectual property rights to you except as expressly stated herein.

9.1 Our Content

All content on this website, including text, graphics, logos, images, and software, is the property of SignalMatrix AI or its licensors and is protected by copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, or create derivative works without our written permission.

9.2 Client Content

You retain ownership of any content, data, or materials you provide to us. By providing such content, you grant us a non-exclusive license to use it for the purpose of delivering our services.

9.3 Work Product and Deliverables

Upon full payment, you own all custom deliverables created specifically for your engagement, including:

• Custom website pages and designs
• Ad copy and creative assets
• Social media content
• Custom chatbot training and configurations

We retain ownership of:

• Proprietary tools, software, and methodologies
• Templates and frameworks used across multiple clients
• Analytics and reporting dashboards
• AI model training data aggregated across multiple clients

Upon termination, you may retain copies of all custom deliverables created during your engagement. We will provide access to export your data within 30 days of termination. After 90 days, we may delete client data from our systems in accordance with our data retention policy.

10. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to:

• (a) use the Services to transmit any content that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable;
• (b) attempt to gain unauthorized access to any part of the Services or any systems or networks connected to the Services;
• (c) use the Services to send unsolicited commercial communications (spam) in violation of CAN-SPAM or applicable state laws;
• (d) use the Services in any manner that could damage, disable, overburden, or impair our infrastructure;
• (e) use any automated means to access the Services except through our provided APIs;
• (f) reverse engineer, decompile, or disassemble any aspect of the Services;
• (g) use the Services to collect PHI without proper authorization and a signed BAA; or
• (h) sublicense, resell, or redistribute the Services without our prior written consent.

We reserve the right to investigate and take appropriate action against any violation of this section, including without limitation, suspending or terminating your account and reporting violations to law enforcement authorities.

11. HIPAA and Healthcare Compliance

We are committed to maintaining compliance with the Health Insurance Portability and Accountability Act (HIPAA) and other applicable healthcare regulations. When our services involve access to Protected Health Information (PHI):

• We will execute a Business Associate Agreement (BAA) before accessing any PHI
• All marketing materials will comply with applicable healthcare advertising regulations
• We will implement appropriate safeguards for any health-related data
• Our team follows HIPAA-compliant processes for all healthcare client engagements

12. Confidentiality

Both parties acknowledge that during the course of the engagement, each party may have access to confidential information belonging to the other party.

12.1 Confidential Information

“Confidential Information” includes business strategies, pricing, patient data, marketing performance data, proprietary technology, and trade secrets, as well as any information marked as confidential or that would reasonably be considered confidential.

12.2 Obligations

Each party agrees to:

• (a) hold the other party’s Confidential Information in strict confidence;
• (b) not disclose Confidential Information to any third party without prior written consent;
• (c) use Confidential Information only for the purposes of fulfilling obligations under these Terms; and
• (d) protect Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

12.3 Exceptions

Confidential Information does not include information that: (a) is publicly known, (b) was known before disclosure, (c) is independently developed, or (d) is required to be disclosed by law.

12.4 Return of Information

Upon termination, each party will return or destroy the other party’s Confidential Information within 30 days, except as required for legal compliance or as permitted in Section 9.3.

13. Data Protection

We take data protection seriously and implement industry-standard security measures to protect your information and the information of your patients. Our data protection practices include:

• AES-256 encryption for all data at rest and TLS 1.3 encryption for data in transit
• Multi-factor authentication for all administrative access
• Regular security audits and penetration testing
• Automated backup systems with geographic redundancy
• Role-based access controls with principle of least privilege
• Comprehensive audit logging and monitoring
• Incident response procedures compliant with HIPAA Breach Notification requirements

You are responsible for maintaining appropriate security measures within your own systems and for ensuring that any data you provide to us has been collected in accordance with applicable privacy laws and regulations. You represent that you have obtained all necessary consents from patients and other individuals whose information you share with us through the Services.

For detailed information about how we collect, use, and protect personal information, please refer to our Privacy Policy.

14. Service Level

SignalMatrix AI commits to maintaining a service availability of 99.5% uptime for all Platform components, measured on a monthly basis, excluding scheduled maintenance windows. Scheduled maintenance will be performed during off-peak hours (typically between 2:00 AM and 6:00 AM Eastern Time) with at least 24 hours advance notice.

In the event of unscheduled downtime exceeding four consecutive hours, we will provide a service credit equal to a pro-rated portion of your monthly subscription fee for the affected period. Service credits must be requested in writing within 30 days of the incident and will be applied to your next billing cycle.

We monitor all systems 24/7 and maintain incident response procedures to address service disruptions promptly. AI agents (chatbots, phone systems, and automated messaging) are designed for high availability with automatic failover capabilities. However, we do not guarantee uninterrupted service and shall not be liable for any temporary interruptions due to maintenance, updates, or circumstances beyond our reasonable control.

14.1 Service Level Exclusions

Service Level commitments do not apply to:

• Scheduled maintenance windows (with 24-hour advance notice)
• Client’s internet connectivity, hardware failures, or local network issues
• Third-party service outages (Google Ads, Meta platforms, Twilio, OpenAI, payment processors, or any other third-party APIs)
• Issues caused by Client’s actions, configurations, or modifications to provided code
• Force majeure events as defined in Section 24
• Beta features, experimental services, or any features explicitly labeled as “preview” or “testing”
• Degraded performance due to Client exceeding usage limits or fair use policies

14.2 Incident Response Commitments

For critical incidents affecting platform availability, we commit to:

• Acknowledge critical incidents within 1 hour of detection or notification
• Begin remediation efforts within 2 hours of acknowledgment
• Provide status updates every 4 hours during active incidents via email or platform dashboard
• Post incident reports available within 5 business days of resolution for incidents exceeding 4 hours

14.3 Service Credit Cap

Total service credits issued in any 12-month period shall not exceed 10% of the total fees paid by Client during that same period. Service credits are Client’s sole and exclusive remedy for any service availability issues. Service credits have no cash value and cannot be redeemed for refunds.

14.4 Third-Party Dependencies

Client acknowledges that the Services rely on third-party infrastructure providers (cloud hosting, telecommunications, API services) and that SignalMatrix AI cannot guarantee performance of these third-party services. We will use commercially reasonable efforts to select reliable providers and maintain redundancy where feasible, but shall not be liable for third-party service disruptions beyond our control.

15. Support

SignalMatrix AI provides technical support and account management based on your subscription tier.

All clients receive email support with response times of one business day. Growth tier clients and above receive bi-weekly strategy calls and priority support with four-hour response times during business hours (9:00 AM to 6:00 PM Eastern Time, Monday through Friday). Accelerator and Enterprise tier clients receive dedicated account management and same-day response during business hours.

Support is available for:

• Technical issues with the Platform
• Questions about Services and features
• Campaign strategy and optimization guidance
• Reporting and analytics assistance
• Integration troubleshooting
• HIPAA compliance questions related to our Services

Support does not include:

• Third-party software configuration not directly related to our Services
• General business consulting outside the scope of healthcare marketing
• Website development or hosting not included in your service agreement
• Legal or regulatory compliance advice (we are not a law firm and do not provide legal counsel)

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SIGNALMATRIX AI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR USE, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO SIGNALMATRIX AI DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you.

SignalMatrix AI shall not be liable for results that depend on third-party platforms (Google, Meta, ChatGPT, etc.) whose algorithms and policies are outside our control.

17. Disclaimer of Warranties

Our website and 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, and non-infringement. We do not guarantee that our website will be uninterrupted, error-free, or secure.

18. Indemnification

You agree to indemnify, defend, and hold harmless SignalMatrix AI, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• (a) your use of the Services;
• (b) your violation of these Terms;
• (c) your violation of any applicable law or regulation, including HIPAA;
• (d) any claim that your content or data infringes or violates the intellectual property rights or privacy rights of any third party; or
• (e) any dispute between you and your patients or clients arising from marketing activities conducted through the Services.

We will provide you with prompt written notice of any such claim and reasonable cooperation in the defense of such claim at your expense. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

19. Term and Termination

These Terms are effective from the date you first access or use the Services and continue until terminated. Subscription services have an initial term as specified in your service agreement (typically three or six months), after which they automatically renew on a month-to-month basis unless either party provides at least 30 days written notice of non-renewal before the end of the current term.

19.1 Termination by Client

You may terminate services by providing written notice as specified in your service agreement (typically 30 days). Upon termination:

• Access to our tools and dashboards will be removed within 3 business days
• Active ad campaigns will continue for the remainder of the billing period unless you request immediate suspension
• You may request a data export (analytics, ad copy, content) within 30 days of termination; export requests after 30 days may incur a fee
• Any prepaid fees for unused services will be refunded on a pro-rata basis if cancellation occurs during a minimum term

19.2 Termination by SignalMatrix AI

We may terminate services immediately without refund for:

• Non-payment after 15 days past due date
• Material breach of these Terms
• Use of our services in violation of healthcare regulations or in a manner that creates legal liability for SignalMatrix AI
• Providing false or misleading information

19.3 Effect of Termination

Upon termination:

• (a) your access to the Services will be discontinued;
• (b) all outstanding fees become immediately due and payable;
• (c) we will provide you with an export of your data within 30 days of your written request;
• (d) we will securely delete your data, including any PHI, within 90 days of termination unless retention is required by law; and
• (e) any provisions of these Terms that by their nature should survive termination shall continue in full force and effect.

19.4 Survival

The following provisions survive termination: Sections 9 (Intellectual Property), 13 (Data Protection), 16 (Limitation of Liability), 17 (Disclaimer of Warranties), 18 (Indemnification), 21 (Governing Law), and 23 (Dispute Resolution).

20. Contact Us

If you have questions about these Terms of Service, please contact us:

SignalMatrix AI
Orlando, FL
Email: john@signalmatrixai.com
Phone: (704) 361-5800

20.1 For Billing or Service Disputes

Please contact john@signalmatrixai.com with “DISPUTE” in the subject line. We will respond within 3 business days and work to resolve the matter before escalation.

21. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. Any legal action or proceeding not subject to arbitration shall be brought exclusively in the state or federal courts located in Orange County, Florida, and you consent to the personal jurisdiction of such courts.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

22. Modifications

We reserve the right to modify these Terms at any time. When we make changes, we will update the “Last Updated” date at the top of these Terms and, for material changes, we will provide notice through one or more of the following methods:

• (a) a prominent notice on our website;
• (b) an email to the address associated with your account; or
• (c) a notification within the Platform dashboard.

Material changes will become effective 30 days after the notice is provided. Non-material changes (such as typographical corrections or clarifications) become effective immediately upon posting. Your continued use of the Services after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Services and contact us to terminate your account.

23. Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the breach thereof, the parties agree to the following escalation process:

23.1 Informal Resolution

Before initiating any formal dispute resolution, the parties agree to attempt to resolve the dispute informally by contacting john@signalmatrixai.com. We will make good faith efforts to resolve the matter within 30 days.

23.2 Mediation

If informal resolution fails, the parties agree to submit the dispute to mediation before a mutually acceptable mediator in Orange County, Florida. Each party will bear its own costs and share mediation fees equally.

23.3 Binding Arbitration

If mediation fails, any dispute arising from these Terms or our services shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Arbitration will be conducted in Orange County, Florida.

• The arbitrator’s decision shall be final and binding
• Each party will bear its own attorney’s fees unless the arbitrator awards fees to the prevailing party
• The arbitration will be confidential
• This arbitration clause does not prevent either party from seeking injunctive relief in court for intellectual property violations or breaches that could cause irreparable harm

23.4 Class Action Waiver

You agree that disputes will be resolved on an individual basis only. You waive any right to bring or participate in any class action, collective action, or representative proceeding against SignalMatrix AI.

24. Force Majeure

SignalMatrix AI shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to:

• Acts of God, natural disasters, pandemics, or public health emergencies
• Government actions, laws, or regulations
• Third-party platform changes (Google algorithm updates, AI API shutdowns, policy changes)
• Internet service disruptions or cyberattacks
• Labor disputes or supply chain disruptions

In the event of force majeure lasting more than 60 days, either party may terminate the affected services without penalty.

25. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent. If such modification is not possible, the provision shall be severed from these Terms. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions, which shall continue in full force and effect.

26. Entire Agreement

These Terms, together with the Privacy Policy, any executed Business Associate Agreement (BAA), and any service agreement or order form, constitute the entire agreement between you and SignalMatrix AI with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default. No amendment or modification of these Terms shall be effective unless in writing and signed by both parties, except as otherwise provided in Section 22 (Modifications). The section headings used herein are for convenience only and shall not affect the interpretation of these Terms.

27. No Professional Advice

SignalMatrix AI provides marketing services only. Nothing in our services, website, or communications constitutes:

• Medical advice or healthcare consulting
• Legal advice or regulatory compliance guidance
• Financial or investment advice

Clients are solely responsible for ensuring their marketing practices comply with all applicable laws, regulations, and professional standards, including but not limited to HIPAA, state medical board advertising rules, FTC guidelines, and specialty-specific advertising restrictions. We recommend clients consult with qualified legal counsel regarding healthcare advertising compliance in their jurisdiction.

28. AI-Generated Content

Our services utilize artificial intelligence and machine learning technologies to create marketing content, optimize campaigns, and provide automated services. All AI-generated content is reviewed and approved by human team members before client delivery or publication.

Clients are responsible for:

• Reviewing and approving all AI-generated content before use
• Ensuring AI-generated content complies with professional advertising standards in their jurisdiction
• Disclosing the use of AI-generated content where required by law or professional regulations

SignalMatrix AI is not responsible for client use of AI-generated content in violation of applicable rules or standards.