Terms of Service
Complete terms governing your relationship with APEX AI. Last updated: March 2026
1. Agreement to Terms
By accessing or using APEX AI services ("Services"), you agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you ("Client") and APEX AI ("Company," "we," "us"). If you do not agree to these Terms in their entirety, do not use our Services. By initiating service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Legal Disclaimer.
2. Description of Services
APEX AI provides fully managed AI visibility optimization services including but not limited to: AI platform auditing, technical engineering and implementation, content optimization, schema markup deployment, llms.txt configuration, real-time monitoring across AI platforms (including ChatGPT, Claude, Perplexity, Gemini, and Google AI Overview), competitive intelligence, and strategic advisory. Services are delivered autonomously by APEX AI's proprietary systems and team, requiring no project management from the Client. Service scope and deliverables are defined by the Client's selected plan.
3. Minimum Engagement Period
All managed service plans require a minimum engagement period of six (6) months ("Minimum Term"). This requirement exists because APEX AI's methodology involves significant upfront investment in research, technical implementation, content engineering, and system configuration during the first 60-90 days. The monthly fee reflects the full cost of this implementation distributed across the Minimum Term. Early cancellation before the completion of the Minimum Term does not entitle the Client to continued use of any work product, implementations, or deliverables created during the engagement. Clients who cancel before completing the Minimum Term forfeit all rights to work product as described in Section 6.
4. Payment Terms
Payment is due at the beginning of each monthly billing cycle. All payments are processed through Stripe. Prices are quoted and billed in USD. Failure to make payment within seven (7) days of the due date constitutes a material breach of these Terms and may result in immediate suspension of Services and revocation of all work product licenses. APEX AI reserves the right to recover all outstanding balances plus reasonable collection costs. Founder's rate pricing is locked for the duration of continuous service; any lapse in payment forfeits locked pricing.
5. 90-Day Performance Guarantee
Clients on managed service plans who do not see measurable improvements in AI visibility metrics within ninety (90) days of service activation may request a full refund of fees paid during that period. "Measurable improvements" are defined as documented positive changes in APEX AI's proprietary visibility scoring system across one or more monitored AI platforms. This guarantee requires that the Client has maintained all access credentials, not interfered with APEX AI implementations, and complied with all terms of this agreement during the guarantee period. The guarantee does not apply if the Client has made unauthorized changes to implementations or restricted APEX AI's access to necessary systems.
6. Intellectual Property & Work Product Ownership
All work product created by APEX AI during the engagement remains the exclusive intellectual property of APEX AI. "Work Product" includes but is not limited to: content, articles, copy, schema markup, llms.txt files, technical configurations, optimization strategies, AI visibility frameworks, monitoring dashboards, reports, analytics, custom code, automation systems, and any other deliverables produced by APEX AI or its systems. The Client receives a revocable, non-transferable, non-exclusive license to use the Work Product solely for the Client's business purposes, contingent upon: (a) active subscription status with no outstanding balance, and (b) compliance with all terms of this agreement. This license terminates immediately upon cancellation of service, non-payment, or breach of these Terms. Upon termination of the license, the Client must cease all use of Work Product and cooperate with APEX AI to remove or revert proprietary implementations as described in Section 7. Work Product ownership transfers to the Client only after twelve (12) consecutive months of paid service with no outstanding balance, and only for Work Product created during that specific engagement period.
7. Cancellation & Post-Termination Obligations
Either party may terminate this agreement with thirty (30) days written notice to the other party, subject to the Minimum Term described in Section 3. Upon cancellation or termination for any reason: (a) Client's license to all Work Product terminates at the end of the current billing period; (b) Client shall not continue to use, benefit from, or maintain any Work Product, configurations, optimizations, or technical implementations created by APEX AI; (c) APEX AI retains the right to access Client systems for a period of thirty (30) days following termination to remove, disable, or revert its proprietary Work Product; (d) Client must maintain all access credentials and cooperate with APEX AI's removal process during this period; (e) access to monitoring dashboards, reports, and APEX AI systems terminates at the end of the current billing period. If the Client changes passwords, revokes access, or otherwise prevents APEX AI from reclaiming its Work Product within the 30-day removal window, the Client shall be liable for the full value of all Work Product as determined by APEX AI, plus reasonable legal and recovery costs.
8. Access & Credentials
The Client grants APEX AI all necessary access credentials, accounts, and permissions required to perform the Services during the engagement. The Client agrees not to change, revoke, or restrict access to any accounts, platforms, CMS systems, DNS settings, or other tools where APEX AI has implemented Work Product without providing thirty (30) days written notice. APEX AI will handle all credentials with industry-standard security practices. The Client remains responsible for the security of their own systems and for granting appropriate access levels. APEX AI shall not be held liable for service disruptions caused by the Client's unauthorized modification of credentials or access.
9. Confidentiality & Trade Secrets
Both parties agree to maintain the confidentiality of proprietary information received from the other party during the course of the engagement. APEX AI's methods, tools, proprietary systems, optimization playbooks, strategic frameworks, and technical approaches constitute trade secrets and confidential information. The Client agrees not to reverse engineer, replicate, share, or disclose APEX AI's methods or deliverables to third parties, including but not limited to competing service providers, consultants, or internal teams attempting to replicate APEX AI's services. Violation of this section constitutes a material breach and may result in immediate termination plus pursuit of all available legal remedies.
10. No Guarantee of Specific Results
While APEX AI employs industry-leading methodologies and strives for measurable results, AI platform algorithms, rankings, and recommendation behaviors are controlled by third parties including OpenAI, Anthropic, Google, Microsoft, and others. APEX AI cannot and does not guarantee specific rankings, placements, recommendation frequency, or outcomes on any AI platform. Results vary based on industry, competition, existing digital presence, and platform algorithm changes outside of APEX AI's control. The 90-Day Performance Guarantee in Section 5 represents the extent of APEX AI's performance commitments.
11. Limitation of Liability
APEX AI's total aggregate liability for any and all claims arising from or related to the Services shall not exceed the total fees paid by the Client in the three (3) months immediately preceding the event giving rise to the claim. In no event shall APEX AI be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, regardless of the cause of action or theory of liability, even if APEX AI has been advised of the possibility of such damages.
12. Indemnification
The Client agrees to indemnify, defend, and hold harmless APEX 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 from or related to: (a) the Client's use of Work Product or deliverables; (b) the Client's business practices, products, or services; (c) the Client's violation of any third-party rights; (d) the Client's breach of these Terms; or (e) any unauthorized modifications to APEX AI's implementations.
13. Dispute Resolution
Any dispute arising from or relating to these Terms or the Services shall first be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved within thirty (30) days, it shall be submitted to binding arbitration administered by JAMS in Nashville, Tennessee, in accordance with its Comprehensive Arbitration Rules. The arbitrator's decision shall be final and binding. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs. Nothing in this section prevents either party from seeking injunctive relief in a court of competent jurisdiction for violations of intellectual property rights or confidentiality obligations.
14. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Tennessee, United States, without regard to its conflicts of law provisions. Any legal proceedings not subject to arbitration shall be brought exclusively in the state or federal courts located in Tennessee.
15. Modifications
APEX AI reserves the right to modify these Terms at any time. Material changes will be communicated to active clients thirty (30) days in advance via email. Continued use of the Services after such notice constitutes acceptance of the modified Terms. The most current version of these Terms is always available at this page.
16. Privacy
Your privacy is important to us. Please review our Privacy Policy for details on how we collect, use, and protect your information. For comprehensive legal protections, please also review our Legal Disclaimer.
17. Contact
Questions about these terms? Contact us at hello@apexaiwork.com.
