Table of Contents

  1. Acceptance of Terms
  2. Description of Services
  3. User Accounts
  4. Acceptable Use
  5. Intellectual Property
  6. Payments & Billing
  7. Confidentiality
  8. Disclaimers
  9. Limitation of Liability
  10. Indemnification
  11. Termination
  12. Dispute Resolution
  13. Governing Law
  14. Changes to Terms
  15. Contact Us

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Directive AI ("Directive AI," "we," "us," or "our"), governing your access to and use of our website at directiveai.ai and all related services, platforms, software, and features (collectively, the "Service").

By accessing or using the Service, creating an account, submitting a project inquiry, or otherwise engaging with Directive AI, you agree to be bound by these Terms. If you are using the Service on behalf of a business or organization, you represent and warrant that you have authority to bind that entity to these Terms.

If you do not agree to these Terms, do not use the Service.

2. Description of Services

Directive AI provides the following services:

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time with reasonable notice.

3. User Accounts

3.1 Registration

To access certain features of the Service, you may be required to create an account. You agree to provide accurate, current, and complete information during registration and to keep that information up to date.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account at support@directiveai.ai.

3.3 Account Eligibility

You must be at least 18 years of age and legally capable of entering into binding contracts to use the Service. The Service is not available to individuals or entities located in jurisdictions where such services are prohibited.

4. Acceptable Use

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

Violation of these terms may result in immediate account suspension or termination without refund. We reserve the right to report unlawful activity to appropriate authorities.

5. Intellectual Property

5.1 Directive AI IP

The Service, including all software, technology, platform architecture, methodologies, tools, templates, AI models, documentation, and trade secrets, are owned exclusively by Directive AI and are protected by copyright, trademark, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to use the Service solely as permitted under these Terms.

5.2 Your Data and Content

You retain all ownership rights to the data, content, and materials you provide to us ("Your Content"). By using the Service, you grant Directive AI a limited license to use, store, and process Your Content solely as necessary to provide the Service. We do not claim ownership of Your Content.

5.3 Feedback

If you submit feedback, suggestions, or ideas about the Service, you grant us an irrevocable, perpetual, royalty-free license to use and incorporate such feedback without any obligation to you.

5.4 Custom Deliverables

For done-for-you AI agent builds, ownership of deliverables is governed by the Service Agreement. In general, clients own the final deliverables; Directive AI retains rights to its underlying platform, methodology, and reusable components.

6. Payments & Billing

6.1 Subscription Services

Subscription fees are charged in advance on a recurring basis (monthly or annual). All fees are non-refundable unless otherwise stated or required by law.

6.2 Project Services

Fees for done-for-you AI agent builds are governed by the Service Agreement and applicable project proposal. Payments must be made per agreed milestones.

6.3 Pricing Changes

We reserve the right to change our pricing at any time. Existing subscribers will receive at least 30 days' advance notice before price changes take effect.

6.4 Taxes

You are responsible for all applicable taxes, duties, and levies arising from your use of the Service, excluding taxes based on Directive AI's net income.

6.5 Payment Processing

Payments are processed through third-party payment processors (e.g., Stripe). Your use of payment services is also subject to the processor's terms and privacy policy.

7. Confidentiality

Each party ("Disclosing Party") may disclose to the other party ("Receiving Party") information that is confidential or proprietary ("Confidential Information"). Confidential Information includes, without limitation, business strategies, technical data, trade secrets, and client information.

The Receiving Party agrees to: (a) keep Confidential Information strictly confidential; (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information only to fulfill obligations under these Terms.

This obligation does not apply to information that: is or becomes publicly known through no breach of these Terms; was already known to the Receiving Party; is independently developed without use of Confidential Information; or is required to be disclosed by law or court order.

8. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

Directive AI does not warrant that:

You acknowledge that AI-generated content and automation outputs may contain errors or inaccuracies, and you assume all risk associated with relying on such outputs for business decisions.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DIRECTIVE AI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY:

IN ALL CASES, DIRECTIVE AI'S AGGREGATE LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE FEES YOU PAID TO DIRECTIVE AI IN THE THREE (3) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

Some jurisdictions do not allow exclusion or limitation of certain damages. In such cases, our liability will be limited to the fullest extent permitted by applicable law.

10. Indemnification

You agree to indemnify, defend, and hold harmless Directive AI and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

We reserve the right, at our own expense, to assume exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

11. Termination

11.1 Termination by You

You may terminate your account at any time by contacting us at support@directiveai.ai. Termination of a subscription does not entitle you to a refund for any prepaid fees.

11.2 Termination by Directive AI

We may suspend or terminate your access to the Service at any time, with or without notice, if:

11.3 Effect of Termination

Upon termination, your right to access the Service ceases immediately. Provisions of these Terms that by their nature should survive termination (including intellectual property, limitation of liability, indemnification, and dispute resolution) will survive.

12. Dispute Resolution

12.1 Informal Resolution

Before initiating any formal dispute, you agree to first contact us at directiveai.ai@gmail.com and attempt to resolve the dispute informally. We will attempt to resolve any dispute within 30 days of receiving your notice.

12.2 Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration before one arbitrator. The arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules.

12.3 Class Action Waiver

YOU AND DIRECTIVE AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

12.4 Exceptions

Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights.

13. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Florida, United States, without regard to conflict of law provisions. To the extent disputes are not subject to arbitration, you consent to exclusive jurisdiction and venue in the state and federal courts located in Florida.

14. Changes to Terms

We reserve the right to update these Terms at any time. If we make material changes, we will notify you by email (to the address associated with your account) or by posting a prominent notice on our website at least 14 days before the changes take effect.

Your continued use of the Service after changes become effective constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service.

15. Contact Us

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