Effective Date: November 23, 2025
Last Updated: November 23, 2025
These Terms of Service govern your use of the VMPAI services provided by Vega Media Productions, LLC (doing business as VMP Agency).
These Terms apply to:
ai.vmpagency.com
Any VMPAI portals, calendars, chat widgets, SMS, voice, email, social, or review-platform automations we build or manage through Go High Level (GHL)
Any related subdomains or tools we provide for AI receptionist and automation services
By using VMPAI, you agree to these Terms.
1. What VMPAI Is
VMPAI is an AI receptionist and automation service built on top of Go High Level (GHL). Depending on your plan and setup, VMPAI may:
respond to inbound messages instantly
answer questions using your knowledge base
book and manage appointments
route to humans when needed
trigger automations inside GHL
send follow-ups through SMS, email, or voice
on higher plans, place outbound calls to leads who opted in
Each client setup is custom. Features available to you depend on your plan and your chosen configuration.
2. Service Agreements Control Scope and Pricing
Your specific plan, pricing, usage limits, setup scope, supported channels, and deliverables are defined by your selected plan and documented in your Service Agreement, Order Form, proposal, invoice, and/or these Terms.
Unless explicitly stated otherwise in writing:
- Voice AI plans include service for one phone number.
- Message AI plans include service for one messaging channel (e.g., SMS, website chat, or one social inbox).
- AI Assistant plans include Voice AI for one phone number and Message AI for one messaging channel.
- Services are configured for one business and one primary location.
- Inbound communication is included; outbound communication requires explicit inclusion.
- Outbound communication includes, but is not limited to, outbound calls and outbound SMS initiated by the AI system through configured workflows. The system cannot autonomously initiate outbound webchat, social media direct messages, or email messages; outbound messaging is limited to channels explicitly enabled and triggered based on client configuration.
Additional phone numbers, messaging channels, locations, workflows, automations, or functionality are not included unless purchased separately or approved in writing.
Verbal discussions, sales calls, demonstrations, or marketing materials do not modify service scope unless confirmed in writing by VMP Agency.
If these Terms conflict with a signed Service Agreement, the Service Agreement controls.
3. Account Access and Security
Your access is non-transferable and for your business use only.
You are responsible for all activity under your account, including your team members.
You must keep login credentials secure and use reasonable safeguards (like strong passwords and 2FA if available).
We can suspend or revoke access if there is misuse, non-payment, or violation of these Terms.
4. Client Responsibilities
You agree that you are responsible for:
the accuracy and legality of your knowledge base, scripts, offers, and business info
how your AI is configured and used
monitoring AI behavior in your business
making sure humans review high-stakes situations
complying with all laws that apply to your communications
This includes, but is not limited to:
TCPA and FCC rules for calls and texts
CAN-SPAM for email
state privacy laws and consumer consent rules
platform rules for Meta, Google, Yelp, Instagram, etc.
You confirm that you have proper consent from your leads or customers for the AI to contact them on the channels you enable.
5. Prohibited Uses
You may not use VMPAI to:
send spam, scams, or deceptive messages
violate privacy, marketing, or consumer protection laws
collect sensitive data unless you have a lawful reason and proper notices
harass, threaten, or discriminate
infringe intellectual property rights
attempt to reverse engineer or misuse our systems
We can immediately suspend service for prohibited use.
6. AI Outputs and No Guarantees
You understand and agree that:
VMPAI uses third-party AI models. Outputs are generated automatically.
AI responses can be wrong, incomplete, off-tone, or inappropriate.
AI may behave differently over time due to model updates or context.
You must verify AI outputs before relying on them in high-stakes areas like medical, legal, financial, emergency, or safety situations.
VMPAI is provided “as is” and “as available.”
We do not guarantee:
perfect accuracy
uninterrupted uptime
deliverability of messages
conversion rates, revenue, or business outcomes
7. Third-Party Platforms
VMPAI depends on third-party services, including GHL and AI model providers. We are not responsible for:
outages or downtime from third parties
policy changes by those platforms
deliverability or telecom filtering decisions
pricing changes from vendors
Your use of those platforms is also governed by their terms.
8. Data Ownership and Intellectual Property
A) Your data
You own your business data, CRM records, and knowledge base content. You grant VMPAI a limited right to use that content only to provide the service.
For clarity, client-owned data includes contact records, lead information, and conversation history. Client-owned data does not include system logic, workflows, automations, prompts, training materials, configurations, or implementation methods used to operate VMPAI.
B) Our system
VMPAI owns all underlying systems, templates, workflows, prompt structures, automations, and configurations we create, even when customized for you.
You receive a limited, non-exclusive, non-transferable license to use your configured VMPAI system while your account is active and in good standing.
This license does not include the right to export, copy, recreate, resell, sublicense, or transfer any workflows, automations, prompts, configurations, training materials, or system logic to another platform, provider, account, or internal team outside your organization.
C) Feedback
If you give feedback or suggestions, we can use them without owing you compensation.
D) Reuse of Methods and System Architecture
Company retains the right to reuse generalized workflows, system architecture, automation logic, prompt structures, configurations, and implementation methods developed while providing the Services, provided that no Client data, proprietary information, or identifiable business materials are disclosed or reused.
This provision applies at a platform and methodology level and does not grant Company the right to reuse Client-specific content, knowledge bases, contact data, or confidential business information.
9. Privacy
Your use of VMPAI is also governed by our Privacy Policy at ai.vmpagency.com/privacy. Please read it carefully.
10. Payment, Usage Charges, and Plan Limits
Agreement at Time of Payment
By submitting payment to VMPAI, you confirm that you have reviewed and agree to these Terms of Service and any applicable Service Agreement, Order Form, or proposal governing your services, even if the formal Service Agreement is executed or countersigned after payment. Payment constitutes acceptance of these terms.
You agree to pay the fees listed in your Service Agreement or invoice.
A) Base Subscription
Your plan may include a base monthly fee for access, setup, and support.
B) Setup Fees
Setup fees cover onboarding, configuration, and implementation work. Once work has begun, setup fees are non-refundable.
C) Usage-based Charges and Wallet Billing
Unless Client’s Service Agreement, Order Form, or invoice explicitly states that a specific usage type is included, usage-based costs are billed separately based on Client’s actual consumption.
Usage-based charges may include, but are not limited to:
SMS and MMS messages
inbound and outbound phone call minutes
AI and model-related usage (including tokens, executions, or generations)
email delivery and verification
messaging platform usage (including WhatsApp or social inboxes)
any other third-party or platform usage required for Client’s approved configuration
Wallet System
Usage charges are billed through a prepaid wallet within Company’s white-labeled SaaS platform.
Client funds the wallet in advance, and usage charges are deducted as usage occurs. Client may enable automatic wallet recharges when the wallet balance falls below a set threshold. If the wallet balance is insufficient, usage-based services may pause until funds are replenished.
Usage Pricing Reference
Current usage rates are published at:
ai.vmpagency.com/usage
Usage rates may vary by channel, carrier, region, AI model, or third-party provider.
Usage pricing is subject to change. If pricing changes, updated rates will apply only to usage occurring after the updated rates are published. Continued use of the Services constitutes acceptance of the then-current usage rates.
D) Included or unlimited plans
Some plans may include bundled or “unlimited” usage. If your plan includes usage, your Service Agreement will state:
what is included
what “unlimited” reasonably covers
any fair-use or abuse limits
If your usage consistently exceeds normal business use, we may require an upgrade or apply overage pricing.
E) Non-payment and automatic shutoff
If payment fails or your account becomes past due, your VMPAI services may automatically pause or shut off until the balance is resolved. Continued non-payment may result in termination.
11. Suspension and Termination
You may cancel according to your Service Agreement.
We may suspend or terminate access if:
you violate these Terms
you don’t pay on time
your use creates legal risk for us or our vendors
a third-party platform requires suspension
After termination, your access may be removed. Data lives in GHL, and retention follows GHL’s rules and your account settings.
We are not obligated to export or recreate systems after termination.
12. Indemnification
You agree to defend and indemnify VMPAI from claims, damages, or legal fees arising from:
your content or knowledge base
your configuration choices
your communications to leads or customers
your violation of law or third-party terms
This includes claims tied to spam, robocalls, privacy violations, or misleading messaging.
13. Limitation of Liability
To the maximum extent allowed by law:
VMPAI is not liable for indirect, incidental, special, consequential, or punitive damages.
This includes lost revenue, lost leads, business interruption, reputational harm, or AI mistakes.
If VMPAI is found liable for any reason, total liability is capped at the amount you paid VMPAI in the three months before the event that caused the claim.
Some states don’t allow certain limits, so some parts may not apply to you.
14. Dispute Resolution and Governing Law
These Terms are governed by California law.
Before filing any claim, both sides agree to try to resolve disputes informally by contacting the other side.
If a dispute can’t be resolved informally, it will be handled in Los Angeles County, California through binding arbitration, unless both sides agree to another method.
Because VMPAI is sold B2B, these arbitration terms are intended for business disputes. If VMPAI later offers consumer plans, we will update this section to meet any California consumer-arbitration requirements.
15. Changes to These Terms
We may update these Terms as VMPAI evolves. If we do, we’ll update the Effective Date above. Continued use means you accept the updated Terms.
16. Contact
Questions about these Terms?
Email: [email protected]