TERMS OF SERVICE
Arithm LLC
Effective Date: July 28, 2026
Last Updated: July 28, 2026
1. ACCEPTANCE OF TERMS
These Terms of Service ("Terms") govern your use of the services provided by Arithm LLC, a Texas limited liability company ("Arithm," "we," "us," or "our"), including the services it operates under the name Everyday Acts. Everyday Acts is a service operated by Arithm LLC.
These Terms apply to two types of users:
• "Client" — a business or organization that engages Arithm for services, including an organization (such as a church) that subscribes to have its community listed in, and its members verified for, the Everyday Acts network.
• "Participant" — an individual who enrolls in and uses the Everyday Acts community network.
References to "you" mean the Client or the Participant, as applicable. By engaging Arithm, signing a service agreement, accessing any Arithm-built or Arithm-operated system, enrolling in Everyday Acts, or otherwise using our services, you agree to be bound by these Terms. If you do not agree to these Terms, do not engage or use our services.
These Terms apply to all services provided by Arithm LLC, including but not limited to workflow automation, AI-powered receptionist systems, AI business assessments, the Everyday Acts community network, Claude Cowork deployments, and any related consulting or configuration services. Sections that refer to "Client," subscriptions, billing, or client-deployed systems govern business and organizational users; Section 9 governs the Everyday Acts network and applies to both subscribing organizations and individual Participants.
2. DESCRIPTION OF SERVICES
Arithm LLC provides AI-powered business services and solutions, and operates the Everyday Acts community network. Our current service offerings include, but are not limited to:
• Workflow Automation: Design, build, and deployment of automated business workflows using Gumloop, GoHighLevel (GHL), Google Suite, and integrated AI tools. Automations may include lead follow-up sequences, internal task routing, data processing pipelines, form-to-CRM integrations, and other custom business process automations.
• AI-Powered Text Receptionist: Configuration and deployment of GHL Conversation AI to handle inbound SMS and chat communications on behalf of Client businesses, including FAQ responses, lead qualification, appointment routing, and automated follow-up.
• AI-Powered Voice Receptionist: Configuration and deployment of GHL Voice AI to handle inbound phone calls on behalf of Client businesses, including call answering, FAQ handling, appointment booking, and call routing to human staff as appropriate.
• AI Business Assessments: A structured evaluation of a Client's business operations to identify pain points, inefficiencies, and opportunities to apply AI-powered solutions. Arithm delivers a customized written report and live demonstration of proposed solutions. Following assessment, Arithm may host and operate recommended solutions on an ongoing subscription basis.
• Claude Cowork Deployments: Installation, configuration, and onboarding support for Anthropic's Claude Cowork desktop application within Client organizations, enabling employees to leverage AI assistance for internal tasks.
• Everyday Acts Community Network: A community mutual-aid service operated by Arithm that connects members of participating organizations (such as churches) so they can give and receive volunteer help. Arithm operates the network, performs the matching, and sends the network's messages; participating organizations subscribe to have their community listed and their members verified. See Section 9 for terms governing this service.
• AI Consulting and Custom Solutions: General advisory services, custom AI solution scoping, platform selection guidance, and deployment of AI tools not otherwise listed above.
Arithm reserves the right to modify, expand, or discontinue any service offering with reasonable notice to affected Clients.
3. SUBSCRIPTION, BILLING, AND PAYMENT TERMS
3.1 Subscription Services. Many Arithm services are provided on a recurring subscription basis, where Arithm hosts and operates solutions on the Client's behalf in exchange for a monthly or annual fee. Subscription terms, pricing, and included services will be specified in a separate Service Agreement or Order Form executed between Arithm and Client. Individual Everyday Acts Participants are not charged to participate; fees for the Everyday Acts network are payable by the subscribing organization under its Service Agreement.
3.2 Billing and Payment. Subscription fees are billed in advance on a monthly or annual cycle as agreed. One-time setup fees, build fees, or project fees are billed as specified in the applicable Service Agreement. All invoices are due within ten (10) days of the invoice date unless otherwise agreed in writing. Arithm accepts payment via credit card, ACH transfer, or other methods specified at the time of engagement.
3.3 Auto-Renewal. Subscriptions automatically renew at the end of each billing period at the then-current rate unless Client provides written notice of cancellation at least thirty (30) days prior to the end of the current billing period. Arithm will make reasonable efforts to notify Clients of any pricing changes at least thirty (30) days before renewal.
3.4 Late Payments. Invoices not paid within ten (10) days of the due date are considered past due. Arithm reserves the right to suspend services, including hosted solutions, for any account more than fifteen (15) days past due. Arithm may charge interest on overdue balances at a rate of 1.5% per month (18% annually) or the maximum rate permitted by applicable law, whichever is less. Client is responsible for all reasonable collection costs and attorney fees incurred to collect overdue amounts.
3.5 Refund Policy. Setup fees, build fees, assessment fees, and fees for completed project work are non-refundable. For prepaid subscription periods, Arithm may, in its sole discretion, issue a pro-rated refund for unused months following a Client-initiated cancellation. No refunds will be issued for partial months of service. Refund requests must be submitted in writing to kevin@arithm.ai within thirty (30) days of the billing date in question.
3.6 Third-Party Tool Costs. Client is responsible for all costs associated with third-party platforms required to operate Arithm-built solutions, including but not limited to GoHighLevel subscription fees, Google Workspace fees, Gumloop fees, Anthropic API usage costs, and telephony/SMS usage charges. Arithm will not be responsible for third-party platform costs unless explicitly bundled and stated in writing in the applicable Service Agreement. Third-party pricing is subject to change by those vendors without notice to Arithm.
4. CLIENT RESPONSIBILITIES AND ACCEPTABLE USE
4.1 Accuracy of Information. Client agrees to provide accurate, complete, and up-to-date business information, contact details, and any data required for Arithm to perform its services. Arithm is not responsible for errors, failures, or substandard outcomes resulting from inaccurate or incomplete information provided by Client.
4.2 End-User Consent (Client-Deployed Systems). Where Arithm builds or operates an SMS, voice, or email system that sends messages to a Client's own customers, members, or contacts, the Client is solely responsible for obtaining all legally required consents from those recipients. This includes obtaining written or documented opt-in consent as required by the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, applicable carrier rules, and all other relevant laws and regulations. Arithm acts as a service provider on Client's behalf for such systems and relies on Client's representation that such consents have been properly obtained. This Section 4.2 does not apply to the Everyday Acts network, for which Arithm obtains Participant consent directly as described in Section 9.
4.3 Prohibited Uses. Client agrees not to use Arithm's services for any of the following:
• Sending unsolicited bulk messages (spam) to any individual or entity
• Messaging contacts who have not explicitly opted in or who have previously opted out
• Any purpose that violates applicable federal, state, or local laws or regulations
• Harassment, threats, defamation, discrimination, or any abusive communication
• Deceptive or misleading communications, including impersonation of any person or entity
• Transmission of malware, phishing content, or malicious code
• Any activity that violates the terms of service of GoHighLevel, Gumloop, Google, Anthropic, Twilio, or any other underlying platform used in delivering Arithm's services
• Any activity intended to harm, defraud, or exploit third parties
4.4 Cooperation. Client agrees to cooperate reasonably with Arithm during onboarding, build phases, and ongoing service delivery, including providing timely access to required accounts, systems, credentials, and personnel as needed. Delays caused by Client's failure to cooperate may affect project timelines and deliverable dates, for which Arithm bears no responsibility.
4.5 Compliance with Laws. Client is solely responsible for ensuring that their use of Arithm's services complies with all applicable laws and regulations, including but not limited to the TCPA, CAN-SPAM Act, GDPR (if applicable), state privacy laws, and any industry-specific regulations (e.g., HIPAA for healthcare clients). Arithm does not provide legal compliance advice, and nothing in these Terms or in any Arithm deliverable constitutes legal advice.
5. A2P SMS COMPLIANCE AND MESSAGING TERMS
5.1 Role of Arithm. For SMS systems that Arithm builds for a Client to communicate with the Client's own contacts, Arithm acts as a solution builder and service provider that configures messaging using GoHighLevel; Arithm is not a telecommunications carrier or messaging aggregator. For the Everyday Acts network, Arithm is the operator and sender of the messages, transmitted via GoHighLevel's platform and its underlying carrier network under Arithm's own messaging registration.
5.2 Opt-In Requirements. All SMS messages sent through Arithm-built or Arithm-operated systems are directed exclusively to recipients who have explicitly opted in. For the Everyday Acts network, an individual opts in by texting the keyword JOIN to the Everyday Acts number and then submitting a sign-up form on which the individual affirmatively checks a consent box agreeing to receive Everyday Acts text messages. Arithm does not send messages to cold lists, purchased contact lists, or any recipient who has not provided affirmative opt-in consent.
5.3 Opt-Out and HELP Compliance. All Arithm-built and Arithm-operated messaging systems honor opt-out requests. Any recipient who replies STOP to a relevant number will be promptly unsubscribed from future messages. HELP replies will return contact information or support instructions. Arithm builds these compliance mechanisms into all SMS systems by default.
5.4 Message Delivery. Message delivery depends on factors outside Arithm's control, including wireless carrier networks and the recipient's device and service. Carriers are not liable for delayed or undelivered messages, and Arithm does not guarantee that any message will be delivered, delivered on time, or received. Message and data rates may apply, and message frequency varies.
5.5 Messaging Registration. The Everyday Acts network operates under Arithm LLC's own A2P 10DLC brand and campaign registration, with Arithm as the registered party. Because Arithm operates Everyday Acts as a first-party service and is the sender of its messages, participating organizations are not required to obtain their own A2P registration in order for their community to be listed or their members to participate. Separately, where a Client engages Arithm to deploy an SMS system through which the Client messages the Client's own customers or contacts, that production use may require the Client (or Arithm on the Client's behalf) to complete an A2P campaign registration reflecting the Client's own use case; Arithm will assist Clients with that process as part of onboarding.
5.6 Client SMS Compliance Obligations (Client-Deployed Systems). Where a Client engages Arithm to build or operate an SMS system for the Client's own contacts, Client represents and warrants that: (a) all contacts to be messaged have provided proper opt-in consent; (b) Client maintains records of such consents; (c) Client will promptly notify Arithm of any opt-out requests received outside of automated channels; and (d) Client's messaging use case complies with TCPA, carrier guidelines, and applicable law. Client indemnifies Arithm for any claims, fines, or penalties arising from Client's failure to comply with these obligations. This Section 5.6 does not apply to participating organizations in the Everyday Acts network with respect to Everyday Acts messaging, which Arithm operates under its own registration; the obligations of participating organizations are set out in Section 9.
6. AI TOOLS AND OUTPUTS DISCLAIMER
6.1 Use of AI Technologies. Arithm's services utilize artificial intelligence technologies from third-party providers, including but not limited to Anthropic's Claude, GoHighLevel's Conversation AI and Voice AI, and Gumloop's AI processing nodes. These AI systems generate outputs including, without limitation: business assessments and recommendations, need categorizations, helper match suggestions, automated message responses, workflow decisions, and data summaries.
6.2 No Warranty on AI Outputs. AI-generated outputs are inherently probabilistic and may contain errors, inaccuracies, omissions, or unexpected results. Arithm makes no warranty, express or implied, that any AI-generated output is accurate, complete, current, suitable for any particular purpose, or free from errors. AI systems can and do produce incorrect or misleading outputs, sometimes referred to as "hallucinations."
6.3 Client Responsibility for AI Output Review. Client acknowledges that it is Client's responsibility to independently review, verify, and validate any AI-generated recommendation, assessment, categorization, or output before relying on it or acting upon it. Arithm strongly recommends that Clients apply human judgment to all consequential decisions informed by AI outputs. Arithm is not liable for any loss, harm, or damage arising from Client's reliance on AI-generated outputs without independent verification.
6.4 AI Decision Limitations. No AI tool deployed by Arithm is intended to serve as the sole or final decision-maker for any consequential business, financial, medical, legal, or personnel decision. AI outputs produced by Arithm's systems are advisory in nature only.
7. THIRD-PARTY PLATFORMS AND SERVICES
7.1 Reliance on Third-Party Platforms. Arithm's services are built on and integrated with third-party platforms including GoHighLevel, Gumloop, Google Suite, Anthropic (Claude), Stripe, and others. These platforms are operated by independent companies and are subject to their own terms of service, privacy policies, and pricing structures.
7.2 No Responsibility for Third-Party Failures. Arithm is not responsible for service outages, downtime, data loss, pricing changes, feature changes, policy changes, or any other events or conditions arising from or related to third-party platforms. Arithm will make reasonable efforts to notify Clients of material changes to third-party platforms that affect their services, but cannot guarantee advance notice in all cases.
7.3 Client Agreements with Third Parties. Client's use of third-party platforms required to operate Arithm-built solutions (including GoHighLevel, Google Workspace, and others) is subject to those platforms' own terms and conditions. Client agrees to maintain active accounts in good standing with required third-party platforms. Termination or suspension of a Client's third-party platform account may affect the operation of Arithm-built solutions, and Arithm shall not be liable for resulting service interruptions.
7.4 Third-Party Links and Integrations. Arithm-built and Arithm-operated systems may generate or include links to third-party websites or services (including Gumloop-generated HTML introduction pages and other dynamically generated content). Arithm is not responsible for the content, availability, or practices of any third-party website or service.
8. INTELLECTUAL PROPERTY
8.1 Arithm Ownership of Work Product. All automations, workflows, configurations, templates, Gumloop flows, GHL snapshots, system architectures, and other technical deliverables created by Arithm in the course of providing services are and remain the intellectual property of Arithm LLC, unless a separate written Work-for-Hire or IP Transfer Agreement is executed between Arithm and Client. The default engagement does not transfer ownership of work product to Client. The Everyday Acts network, including its design, logic, and brand, is and remains the property of Arithm LLC.
8.2 License to Client. For as long as Client maintains an active subscription or service agreement with Arithm, Arithm grants Client a non-exclusive, non-transferable license to use and benefit from Arithm-built systems and automations in the context for which they were deployed. This license terminates upon termination of the Client's agreement with Arithm, unless a separate IP Transfer Agreement has been executed.
8.3 Client Data Ownership. Client retains full ownership of its own data, including CRM contact records, form submissions, member directory information, business data, and any other data generated by or belonging to Client's business or end users. Arithm does not claim ownership of Client data and will not use Client data for any purpose other than performing the agreed services.
8.4 AI Assessment Deliverables. AI business assessment reports and customized recommendations delivered by Arithm to a specific Client are licensed to that Client for internal business use. Client may not resell, republish, or distribute such reports without Arithm's written consent. General methodologies, frameworks, and processes used by Arithm to conduct assessments remain Arithm's intellectual property.
8.5 Feedback. If Client provides feedback, suggestions, or ideas regarding Arithm's services, Arithm may use such feedback without restriction or compensation to Client.
9. THE Everyday Acts COMMUNITY NETWORK
9.1 Overview. Everyday Acts is a community mutual-aid network operated by Arithm LLC that connects members of participating organizations (such as churches) so they can give and receive volunteer help, such as errands, meals, moving assistance, or prayer and encouragement. Arithm operates the network, performs the matching, and sends the network's messages. This Section 9 governs both participating organizations (as Clients) and individual Participants. Where this Section and other provisions of these Terms both apply, this Section controls for the Everyday Acts network.
9.2 Participating Organizations.
(a) Subscription. A participating organization engages Arithm, under a separate Service Agreement or Order Form, to have its community listed as a selectable option in the Everyday Acts sign-up form and to enable verification of individuals who select that community.
(b) Directory and Verification. To enable verification, the organization provides Arithm with read-only access to a membership directory (such as member names, emails, and/or phone numbers). The organization represents and warrants that it is authorized to share that directory with Arithm for the purpose of verifying its members' enrollment, that the information is accurate to the best of its knowledge, and that sharing it with Arithm for this purpose does not violate any law or any obligation the organization owes to its members. Arithm uses directory information solely to verify enrollment eligibility and does not use it to message or market to anyone who has not personally enrolled.
(c) Organization Acknowledgments. The organization acknowledges that Arithm operates the network as described in these Terms, that matching is performed using automated logic and is not guaranteed, and that Arithm does not screen, background-check, supervise, or vouch for any Participant beyond confirming membership against the directory the organization provides.
9.3 Participant Enrollment and Consent.
(a) Voluntary. Participation is entirely voluntary. No individual is required to join, and any Participant may leave at any time by replying STOP.
(b) Opt-In. An individual enrolls by texting the keyword JOIN to the Everyday Acts number and then submitting a sign-up form on which the individual provides their information, selects their community, and affirmatively checks a box consenting to receive Everyday Acts text messages. By checking that box, the Participant consents to receive enrollment, help-matching, coordination, and operational text messages from Everyday Acts by Arithm LLC; acknowledges that message frequency varies and that message and data rates may apply; and may reply STOP to opt out or HELP for assistance at any time.
(c) Age. Everyday Acts is intended for individuals 18 years of age or older. Because participation can lead to direct contact and in-person assistance between members, an individual under 18 should not enroll without the involvement and consent of a parent or guardian and the supervision of their community organization.
(d) Accurate Information. Participants agree to provide accurate information and to use the network in good faith.
9.4 How Matching Works; Information Shared Between Members.
(a) Requests and Matching. A Participant may text the Everyday Acts number to describe help they need. Arithm uses automated categorization and matching logic (including Claude via Gumloop) to identify one or more other members of the same community who may be able to help, and contacts a prospective helper to ask whether they are able to assist.
(b) Member-to-Member Contact. Connecting members is the core purpose of the network. When a Participant is matched with another member, the Participant's name and email address, and the description of the help requested, are shared with the matched member so that the two can coordinate the requested help directly. By enrolling and participating, each Participant agrees to this sharing. Once members are connected, any communication, arrangement, meeting, or assistance between them is solely between those members; Arithm is not a party to it.
9.5 No Screening; Assumption of Risk; Member Conduct.
(a) No Screening. Arithm confirms only that an enrolling individual matches a membership directory provided by the organization. Arithm does not conduct background checks and does not screen, verify, endorse, or vouch for the identity, character, conduct, qualifications, or suitability of any Participant. Verification of membership is not an endorsement or a guarantee of any member's trustworthiness or safety.
(b) Assumption of Risk. Participants interact with one another at their own risk. Participants are solely responsible for their own decisions and safety when communicating with, meeting, or accepting or providing help to or from other members, including any in-person interaction. Arithm strongly encourages Participants to use good judgment and ordinary caution.
(c) No Responsibility for Member Acts. Arithm is not responsible or liable for the acts or omissions of any Participant, for the quality, safety, legality, or outcome of any help offered or received, or for any loss, injury, or harm arising from any interaction between members. The provision and receipt of help through the network is at the Participants' own discretion and risk.
(d) Participant Conduct. Participants agree not to use the network to harass, threaten, defraud, solicit, or harm any other member; not to submit false or misleading requests or offers; not to use the network for any commercial solicitation or any unlawful purpose; and not to misuse another member's information. Arithm may suspend or remove any Participant, and may decline to make any match, at its discretion, including for suspected misuse or to protect members.
9.6 AI Matching Disclaimer. Matches are generated using automated categorization and matching logic and are suggestions only. Arithm does not guarantee that a match will be made, that a helper will respond, or that any match will be suitable, reliable, or result in help being provided.
9.7 Data Use Limitation. Information collected through the Everyday Acts network is used to operate the network as described in these Terms and in our Privacy Policy. It is not used for marketing or promotional purposes, is not sold, and is not shared with third parties or affiliates for their own marketing. The member-to-member sharing described in Section 9.4 occurs solely to facilitate the requested help. Participant information is deleted upon the Participant's request or upon termination of the relevant organization's agreement with Arithm, subject to our Privacy Policy.
10. CONFIDENTIALITY
Each party agrees to keep confidential any non-public business information, technical data, trade secrets, client lists, pricing, or other proprietary information disclosed by the other party in connection with the services ("Confidential Information"). Neither party will disclose the other's Confidential Information to any third party without prior written consent, except as required by law or as necessary to perform the services (e.g., disclosure to third-party platforms necessary to operate the agreed solutions). This obligation survives termination of these Terms for a period of three (3) years.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by law, court order, or government authority, provided the receiving party gives the disclosing party reasonable prior notice.
11. LIMITATION OF LIABILITY
11.1 Disclaimer of Warranties. ARITHM PROVIDES ALL SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ARITHM DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ARITHM DOES NOT WARRANT THAT ITS SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM HARMFUL COMPONENTS.
11.2 Exclusion of Consequential Damages. IN NO EVENT WILL ARITHM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF ARITHM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 Liability Cap. ARITHM'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SERVICE PROVIDED HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO ARITHM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WITH RESPECT TO AN INDIVIDUAL PARTICIPANT, WHO IS NOT CHARGED A FEE TO PARTICIPATE IN THE Everyday Acts NETWORK, ARITHM'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). NOTHING IN THIS SECTION EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
11.4 Essential Basis. Client acknowledges that the limitations of liability in this Section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. Arithm would not have entered into this agreement without such limitations.
12. INDEMNIFICATION
12.1 Client Indemnification of Arithm. Client agrees to indemnify, defend, and hold harmless Arithm LLC and its members, managers, employees, contractors, and agents from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees) arising out of or related to: (a) Client's breach of these Terms; (b) Client's failure to obtain legally required consents from its end users; (c) Client's use of Arithm's services in violation of applicable law; (d) any claim by Client's customers, members, or end users arising from Client's business operations; (e) Client's misuse of AI outputs; (f) Client's negligence or willful misconduct; or (g) with respect to a participating organization, its breach of Section 9.2, including any claim arising from the directory information it provides to Arithm.
12.2 Arithm Indemnification of Client. Arithm agrees to indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against claims arising directly from Arithm's own gross negligence or willful misconduct in the performance of services.
12.3 Indemnification Procedure. The indemnified party will: (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought; (b) grant the indemnifying party reasonable control over the defense and settlement of such claim; and (c) cooperate reasonably in the defense of such claim at the indemnifying party's expense. The indemnifying party may not settle any claim in a manner that imposes obligations on the indemnified party without the indemnified party's prior written consent.
12.4 Participant Indemnification. Each Participant agrees to indemnify and hold harmless Arithm LLC from and against any claims, losses, liabilities, costs, and expenses arising out of the Participant's misuse of the Everyday Acts network, breach of Section 9, provision of false information, or interactions with other members.
13. TERM AND TERMINATION
13.1 Term. These Terms become effective upon Client's engagement of Arithm's services or a Participant's enrollment in Everyday Acts and continue until terminated as provided herein.
13.2 Termination for Convenience. Either party may terminate an ongoing service agreement with thirty (30) days prior written notice. Project-based or one-time service engagements are governed by the terms of the applicable Service Agreement.
13.3 Termination for Cause. Arithm may terminate services immediately and without prior notice in the event of: (a) Client's material breach of these Terms that is not cured within ten (10) days of written notice; (b) non-payment of fees past due by more than thirty (30) days; (c) Client's use of services for any illegal, abusive, or prohibited purpose; (d) any action by Client that exposes Arithm to regulatory penalties, carrier sanctions, or legal liability; or (e) Client's bankruptcy, insolvency, or assignment for the benefit of creditors.
13.4 Effect of Termination. Upon termination: (a) Client's access to all Arithm-hosted solutions will be disabled; (b) Arithm will make Client's data available for export for thirty (30) days following termination, after which Arithm may permanently delete Client data; (c) all outstanding fees for services rendered through the termination date become immediately due and payable; (d) licenses granted to Client under Section 8.2 terminate; and (e) any provisions of these Terms that by their nature should survive termination (including Sections 8, 10, 11, 12, 14, and 15) will survive.
13.5 Everyday Acts Participants. A Participant may leave the Everyday Acts network at any time by replying STOP. Arithm may suspend or remove a Participant from the network as described in Section 9.5(d). Upon a Participant's departure or removal, Arithm will cease sending the Participant messages and will handle the Participant's information in accordance with the Privacy Policy.
14. DISPUTE RESOLUTION
14.1 Good Faith Negotiation. In the event of any dispute, claim, or controversy arising out of or relating to these Terms or any service provided by Arithm, the parties agree to first attempt to resolve the matter through good faith negotiation. Either party may initiate this process by sending written notice of the dispute to the other party. The parties will negotiate in good faith for a period of thirty (30) days following receipt of such notice before pursuing other remedies.
14.2 Binding Arbitration. If the parties are unable to resolve a dispute through negotiation, the dispute will be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or, for disputes involving an individual Participant, its Consumer Arbitration Rules) in effect at the time of the arbitration. The arbitration will be conducted by a single arbitrator. The arbitration will be conducted in Denton County, Texas, or remotely if agreed by the parties. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.
14.3 Class Action Waiver. To the fullest extent permitted by applicable law, all claims and disputes within the scope of this Section 14 must be brought in a party's individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate the claims of more than one person and may not otherwise preside over any form of class or representative proceeding. Each party waives any right to a trial by jury and any right to participate in a class action or class-wide arbitration. If this class action waiver is found to be unenforceable as to a particular claim, then that claim (and only that claim) will be severed from arbitration and brought in a court of competent jurisdiction located in Denton County, Texas, while all other claims will proceed in arbitration.
14.4 Exceptions. Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending the resolution of a dispute through arbitration. Claims relating to the enforcement of intellectual property rights may also be brought in court.
14.5 Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.
15. GENERAL PROVISIONS
15.1 Entire Agreement. These Terms, together with any Service Agreement, Order Form, or Statement of Work executed between the parties, constitute the entire agreement between Arithm and Client with respect to the subject matter hereof, and supersede all prior and contemporaneous negotiations, representations, and agreements.
15.2 Amendments. Arithm reserves the right to update or modify these Terms at any time. Arithm will provide at least thirty (30) days' written notice of material changes to active Clients via email to the address on file. Continued use of Arithm's services after the effective date of any amendment constitutes acceptance of the updated Terms. Clients who do not accept updated Terms may terminate their agreement in accordance with Section 13.2 prior to the effective date of the amendment.
15.3 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, the remaining provisions will continue in full force and effect. The invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, it will be severed from these Terms.
15.4 Waiver. No failure or delay by either party in exercising any right or remedy under these Terms will constitute a waiver of that right or remedy. Any waiver must be in writing and signed by the waiving party. A waiver of any particular breach does not constitute a waiver of any subsequent or other breach.
15.5 Assignment. Client may not assign or transfer these Terms or any rights or obligations hereunder without Arithm's prior written consent. Arithm may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets upon written notice to Client. Any purported assignment in violation of this provision is void.
15.6 Force Majeure. Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, internet or telecommunications failures, or actions of third-party platforms (such as GoHighLevel, Google, or Anthropic). The affected party will notify the other party promptly of the force majeure event and its expected duration.
15.7 Notices. All notices required or permitted under these Terms will be in writing and delivered by email to the addresses specified in the applicable Service Agreement, or to kevin@arithm.ai for notices to Arithm. Notices are effective upon confirmed delivery.
15.8 Relationship of the Parties. Arithm and Client are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship between the parties. Neither party has authority to bind the other to any obligation.
15.9 No Third-Party Beneficiaries. These Terms are for the sole benefit of Arithm and Client (and, with respect to Section 9, individual Participants), and nothing herein creates any rights in any other third party.
15.10 Headings. Section headings are for convenience only and have no legal effect on the interpretation of these Terms.
16. CONTACT INFORMATION
Questions about these Terms of Service should be directed to:
Arithm LLC
5900 Balcones Drive #5555
Austin, TX 78731
469-949-1416
Everyday Acts is a service operated by Arithm LLC.