Terms of Service

Effective: March 29, 2026

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between your organization ("Customer," "you," or "your") and Assist Engine ("we," "us," or "our") governing your access to and use of the Assist Engine platform, including all associated APIs, integrations, AI features, and documentation (collectively, the "Service").

By accessing or using the Service, or by clicking "Accept" or similar, you represent that you have the authority to bind your organization to these Terms. If you do not agree, do not use the Service.

2. Description of Service

Assist Engine is an AI-native IT service management platform designed for managed service providers (MSPs) and IT teams. The Service includes:

We reserve the right to modify, update, or discontinue features of the Service at any time. We will provide reasonable notice of material changes where practicable.

3. Accounts & Access

3.1 Registration

To use the Service, you must create an organizational account and provide accurate, complete registration information. You are responsible for maintaining the accuracy of your account information.

3.2 Administrator Controls

Your designated administrator(s) are responsible for managing user access, configuring tenant settings (including AI analysis and voice recording preferences), and ensuring your organization's compliance with these Terms.

3.3 Account Security

You are responsible for safeguarding access credentials and for all activity that occurs under your account. You agree to notify us immediately of any unauthorized access or security breach. We are not liable for losses arising from unauthorized use of your account.

4. Acceptable Use

You agree to use the Service only for lawful business purposes and in compliance with all applicable laws. You agree not to:

We reserve the right to suspend or terminate access for violation of these terms.

5. Customer Data

5.1 Ownership

You retain all rights, title, and interest in the data you submit to the Service ("Customer Data"). We do not claim ownership of your Customer Data.

5.2 License Grant

You grant us a limited, non-exclusive license to access, process, store, and transmit your Customer Data solely as necessary to provide, maintain, and improve the Service, and as described in our Privacy Policy.

5.3 Data Processing for AI Features

You acknowledge that to deliver AI-powered features, your Customer Data (including ticket content, conversation history, and voice data when recording is enabled) will be processed by third-party AI model providers as described in our Privacy Policy. These providers process data to generate responses and do not use your Customer Data to train their general-purpose models, subject to their respective data processing agreements.

Your Controls: Administrators can disable AI-driven ticket analysis and voice call recording at the tenant level. These controls are available in your organization's settings.

5.4 Data Portability

Upon written request, we will provide an export of your Customer Data in a standard machine-readable format within 30 days.

6. AI-Specific Terms

6.1 Nature of AI Outputs

The Service uses artificial intelligence to generate ticket summaries, response suggestions, voice interactions, and other outputs ("AI Outputs"). AI Outputs are generated probabilistically and may contain errors, inaccuracies, or omissions. AI Outputs are provided as decision-support tools and are not a substitute for professional judgment.

Important: You are solely responsible for reviewing, validating, and approving any AI Outputs before relying on them or communicating them to end users. We disclaim all liability for decisions made based on AI Outputs.

6.2 AI Output Ownership

As between you and us, AI Outputs generated from your Customer Data are considered part of your Customer Data and are subject to the same ownership and licensing terms in Section 5.

6.3 AI Model Changes

We may update, replace, or modify the underlying AI models used by the Service to improve performance, reduce costs, or comply with our sub-processor agreements. We will provide notice of material model changes where practicable, but such changes do not require your consent.

7. Fees & Payment

7.1 Pricing

Access to the Service is subject to the pricing plan agreed upon at the time of your subscription. Current pricing is available on our website or as communicated directly to you.

7.2 Payment Terms

Fees are billed in advance on a monthly or annual basis as specified in your subscription. All fees are non-refundable except as expressly stated in these Terms or required by law.

7.3 Price Changes

We may adjust pricing with at least 30 days' written notice prior to your next billing cycle. Continued use after a price change constitutes acceptance of the new pricing.

7.4 Overdue Payments

If payment is not received within 15 days of the due date, we reserve the right to suspend access to the Service until the outstanding balance is resolved.

8. Service Availability & Support

8.1 Uptime

We use commercially reasonable efforts to maintain high availability of the Service. However, we do not guarantee uninterrupted or error-free operation. Scheduled maintenance windows will be communicated in advance where possible.

8.2 Support

We provide support through the channels and response times specified in your subscription plan. Support scope is limited to the Service itself and does not extend to your internal systems, third-party integrations beyond our documented capabilities, or custom development.

9. Intellectual Property

9.1 Our IP

We retain all rights, title, and interest in the Service, including all software, algorithms, models, interfaces, documentation, trademarks, and other intellectual property. Nothing in these Terms transfers any ownership rights to you.

9.2 Feedback

If you provide suggestions, feature requests, or other feedback about the Service, you grant us an unrestricted, perpetual, irrevocable license to use, modify, and incorporate that feedback into the Service without obligation to you.

10. Confidentiality

Each party agrees to protect the other party's confidential information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential information includes Customer Data, business plans, pricing, technical specifications, and any information marked as confidential.

Confidentiality obligations do not apply to information that is publicly available, independently developed, rightfully received from a third party, or required to be disclosed by law (with prompt notice to the disclosing party where permitted).

11. Warranties & Disclaimers

11.1 Our Warranty

We warrant that the Service will perform materially in accordance with its documentation during the term of your subscription.

11.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: (A) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (D) ANY DEFECTS IN THE SERVICE WILL BE CORRECTED.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

13. Indemnification

13.1 Your Indemnification

You agree to indemnify and hold us harmless from any third-party claims, damages, losses, and expenses (including reasonable attorney's fees) arising from: (a) your use of the Service in violation of these Terms; (b) your violation of applicable law; or (c) your Customer Data infringing on third-party rights.

13.2 Our Indemnification

We will indemnify you against third-party claims alleging that the Service (excluding Customer Data and AI Outputs) infringes a valid patent, copyright, or trademark, provided you promptly notify us and cooperate with the defense.

14. Term & Termination

14.1 Term

These Terms are effective upon your first use of the Service and continue for the duration of your subscription.

14.2 Termination for Convenience

Either party may terminate with 30 days' written notice. If you terminate, you remain responsible for fees through the end of your current billing period.

14.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within 15 days of notice; or (b) becomes insolvent, files for bankruptcy, or ceases operations.

14.4 Effect of Termination

Upon termination: (a) your access to the Service will be deactivated; (b) you may request a data export within 30 days (see Section 5.4); (c) after the export window, we will delete your Customer Data in accordance with our Privacy Policy; (d) provisions that by their nature should survive (including Sections 5.1, 9, 10, 11, 12, 13, and 15) will survive termination.

15. General Provisions

15.1 Governing Law

These Terms are governed by the laws of the State of Illinois, without regard to conflict of law principles.

15.2 Dispute Resolution

Any dispute arising from these Terms shall first be attempted to be resolved through good-faith negotiation for a period of 30 days. If unresolved, disputes shall be submitted to binding arbitration under the rules of the American Arbitration Association, conducted in Will County, Illinois. Each party bears its own costs unless the arbitrator determines otherwise.

15.3 Entire Agreement

These Terms, together with the Privacy Policy and any order form or subscription agreement, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter.

15.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

15.5 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.

15.6 Waiver

Failure to enforce any right or provision does not constitute a waiver of that right or provision.

15.7 Force Majeure

Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, internet or infrastructure failures, or third-party service outages.

16. Contact

For questions about these Terms, contact us at:

Assist Engine
Email: legal@assistengine.com