Terms of service

1. Agreement

These Terms of Service (the “Terms”) are a binding agreement between you and Juarez Investments LLC, doing business as Ideally Software (“Ideally,” “we,” “us” or “our”). They govern your use of the Ideally software platform, mobile app, websites, AI agents, and any setup, implementation, marketing, SEO, AEO, website or other services we provide (together, the “Services”).

By creating an account, signing an order, paying an invoice, or using the Services, you agree to these Terms. If you accept on behalf of a company, you confirm you have authority to bind it, and “you” means that company. If you do not agree, do not use the Services.

The Services are offered for business use only. You must be at least 18 years old to use them.

2. The Services

Platform subscription. Your plan gives you access to the Ideally platform features described for that plan at the time you purchase, which may include CRM, conversations inbox, calendars, automations, websites and funnels, payments, reputation tools, AI features and the mobile app.

Done-for-you services. Where your plan or an order includes setup, implementation, consulting, website builds, SEO, AEO, content, advertising management or other professional services, we will perform them with reasonable skill and care. Specific deliverables, timelines and scope are those stated in your plan description, order or proposal. Work outside that scope may be quoted separately.

Changes. We continually improve the Services and may add, change or remove features. If we remove a material feature of your plan, we will give reasonable notice where practical.

3. Accounts and security

You are responsible for all activity under your account and sub-accounts, for keeping login credentials confidential, and for the actions of every user you invite. Tell us promptly at the email below if you suspect unauthorized access.

You must provide accurate account, billing and business information and keep it current, including information required to register phone numbers and messaging campaigns with carriers.

4. Fees, billing and usage charges

Subscription fees. Plans are billed monthly in advance on a recurring basis and renew automatically each month until cancelled. By providing a payment method you authorize us to charge it for all fees when due.

Setup fees. One-time setup, onboarding, build or implementation fees are due when ordered and are non-refundable once work has started.

Usage charges. Phone calls, phone numbers, SMS and MMS messages, email sending, AI usage (including voice and conversation AI), carrier and registration fees, and similar consumption-based items are not included in plan fees unless your plan says otherwise. They are billed in addition to your plan, at our then-current rates, as they are used, and may be charged to your payment method or deducted from a prepaid wallet balance.

Advertising spend. Budgets for Google, Microsoft, Meta or other advertising platforms are paid by you directly to those platforms and are not included in our fees, even when we manage the campaigns.

Taxes. Fees exclude taxes. You are responsible for all applicable sales, use and similar taxes, other than taxes on our income.

Late or failed payments. If a payment fails or is overdue, we may suspend the Services, including inbound and outbound messaging and calling, until the balance is paid. You remain responsible for usage incurred before suspension.

Price changes. We may change plan prices or usage rates with at least 30 days’ notice. Changes take effect on your next billing period after the notice period. Continuing to use the Services after a change takes effect means you accept it.

Payment disputes. If you believe a charge is wrong, contact us within 30 days of the charge so we can resolve it. Filing a chargeback without first contacting us may result in immediate suspension.

5. Cancellation and refunds

No long-term contract. You may cancel your subscription at any time from your account or by emailing us. Cancellation takes effect at the end of your current paid billing period, and you keep access until then.

No refunds. All fees are non-refundable, including subscription fees for partial months, unused features, setup fees for work already started, and usage charges. We do not provide prorated refunds or credits when you cancel or downgrade, except where required by law.

After cancellation. Once your subscription ends, your account, websites, funnels, automations, phone numbers and messaging stop working. You may request an export of your contact data within 30 days after cancellation. After that period we may permanently delete your account data. Domains you own remain yours; we will release any phone numbers that can be ported at your request before cancellation takes effect, subject to carrier rules.

6. Your responsibilities and legal compliance

You are solely responsible for how you use the Services to contact people, and for complying with all laws that apply to your business and communications, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the Telemarketing Sales Rule and Do Not Call rules, state telemarketing and call-recording laws (including California’s two-party consent law), carrier and A2P 10DLC requirements, and privacy laws such as the California Consumer Privacy Act.

Before you text, call, email, or use AI or prerecorded voice to contact anyone, you must have obtained any consent the law requires, keep records of that consent, honor opt-out requests promptly, and include required identification and opt-out instructions. You must not send messages to purchased, rented or scraped lists.

You are responsible for the content you send, publish or display through the Services, including website content, advertisements, reviews requests, AI agent instructions and automated messages.

Health and sensitive data. Unless we sign a separate written business associate agreement with you, the Services are not intended to store protected health information, and you must not use them to do so. You must not upload payment card numbers, Social Security numbers or similar sensitive identifiers into fields not designed for them.

7. AI features

The Services include AI features such as voice agents, conversation agents, content generation, review replies and summaries. AI output can be inaccurate, incomplete or inappropriate. You are responsible for reviewing how your AI agents are configured, the information they are given, and the output they produce, and for any disclosures the law requires when customers interact with AI or automated systems.

AI features do not provide legal, medical, financial or other professional advice, and you must not configure them to do so. We may limit or suspend AI features that are being used in a way that creates legal or safety risk.

8. Acceptable use

You must not use the Services to: send spam or unsolicited messages; violate any law or third-party right; send content that is fraudulent, deceptive, harassing, hateful, sexually explicit or violent; promote illegal goods or services, or categories restricted by carriers; impersonate any person or business; collect data without permission; distribute malware; interfere with or overload the Services; attempt to access accounts or systems you are not authorized to use; or reverse engineer, copy or resell the platform except as these Terms allow.

We may remove content, block messages, or suspend accounts that we reasonably believe violate this section, carrier rules, or the policies of third-party platforms, with or without prior notice.

9. Agency accounts and sub-accounts

If your plan lets you create sub-accounts for your own clients (“End Clients”), you are responsible for each End Client’s use of the Services as if it were your own. You must bind each End Client to terms at least as protective of Ideally as these Terms, including the compliance, AI, acceptable use, limitation of liability and indemnity sections.

You are responsible for billing your End Clients, for any rebilling of usage charges, and for supporting them. We have no obligation to End Clients, and End Clients are not third-party beneficiaries of these Terms. You may not represent that Ideally is responsible for your services to End Clients.

If you stop paying for your agency plan, End Client sub-accounts under it may also be suspended. You are responsible for notifying your End Clients.

10. Your data and content

You own the contact records, messages, files and other content you or your End Clients put into the Services (“Your Data”). You grant us a limited license to host, copy, process, transmit and display Your Data only as needed to provide, secure and support the Services and as described in our Privacy Policy.

You confirm you have the rights and consents needed for us to process Your Data. We may use aggregated, de-identified data that does not identify you or any individual to operate and improve the Services.

You are responsible for keeping your own backups of important data. We use reasonable safeguards to protect Your Data, but no system is completely secure.

11. Websites, content and deliverables

When you have paid in full, you own the final custom text and images we create specifically for you, and your domain names always remain yours. Our templates, code, page designs, automations, workflows, know-how and other pre-existing or generally reusable materials remain ours; we grant you a license to use them as part of your Services while your subscription is active.

Websites and funnels we build are hosted on the Ideally platform and stay online while your subscription is active. Moving a site elsewhere may require rebuilding it, and is not included unless agreed in writing.

You are responsible for the accuracy of the information you give us for your website, listings and content, and for having rights to any logos, photos or materials you provide.

12. No guarantee of results

Search rankings, AI assistant recommendations, advertising performance, lead volume, bookings, reviews and revenue depend on many factors outside our control, including search engine and AI provider algorithms, advertising platform policies, competition and your own business practices. We do not guarantee any specific ranking, placement, mention, number of leads, return on ad spend or business result.

Third-party platforms such as Google, Microsoft, Meta, carriers and AI providers may reject, limit, suspend or change their services, listings, ads or messaging at any time. We are not responsible for their decisions.

13. Third-party services

The Services rely on and connect with third-party products, including hosting, telecommunications, email, payment processing, AI models and the integrations you choose to connect. Your use of third-party services is governed by their terms, and we are not responsible for their availability, security or actions. Payment processing is provided by third-party processors under their own terms.

14. Intellectual property

The Services, including the platform, software, mobile app, designs, documentation and Ideally brand, are owned by us or our licensors and are protected by intellectual property laws. Except for the limited rights expressly granted in these Terms, no rights are transferred to you. If you send us suggestions or feedback, we may use them without obligation to you.

15. Confidentiality

Each party will protect the other’s non-public business information it receives in connection with the Services using reasonable care, and will use it only to perform under these Terms. This does not apply to information that is public, already known, independently developed, or required to be disclosed by law.

16. Disclaimer of warranties

Except as expressly stated in these Terms, the Services are provided “as is” and “as available.” To the fullest extent permitted by law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Services will be uninterrupted, error-free, secure, or that messages, calls or AI output will be delivered or accurate.

17. Limitation of liability

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, business, goodwill or data, even if advised of the possibility.

To the fullest extent permitted by law, our total liability for all claims relating to the Services or these Terms will not exceed the fees you paid us for the Services in the three months before the event giving rise to the claim.

These limits do not apply to your payment obligations or to your indemnity obligations below.

18. Indemnification

You will defend, indemnify and hold harmless Ideally, Juarez Investments LLC, and their owners, employees and contractors from any claims, fines, penalties, damages, losses and expenses (including reasonable attorneys’ fees) arising from: your or your End Clients’ use of the Services; messages, calls, AI interactions or content you or they send or publish; your violation of these Terms or any law, including the TCPA and similar laws; or your dealings with your own customers.

19. Suspension and termination

We may suspend or terminate your access immediately if you fail to pay, violate these Terms, create legal, security or deliverability risk, or if required by law or by a carrier or platform provider. We may also terminate these Terms for convenience with 30 days’ notice, in which case we will refund prepaid fees for the period after termination.

Sections that by their nature should survive termination will survive, including fees owed, data, intellectual property, disclaimers, limitation of liability, indemnification and dispute resolution.

20. Dispute resolution and arbitration

Informal resolution first. Before starting a formal proceeding, the party with a dispute will send written notice to the other and both will try in good faith to resolve it for at least 30 days.

Binding arbitration. Any dispute, claim or controversy arising out of or relating to these Terms or the Services that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Orange County, California. Judgment on the award may be entered in any court with jurisdiction.

Class action waiver. Disputes will be brought only in an individual capacity, and not as a plaintiff or class member in any class, collective or representative proceeding. The arbitrator may not consolidate claims or preside over any class or representative proceeding.

Exceptions. Either party may bring an individual claim in small claims court, and either party may seek injunctive relief in court to protect its intellectual property or confidential information, or to stop unauthorized use of the Services.

21. Governing law

These Terms are governed by the laws of the State of California, without regard to conflict of laws rules. Subject to the arbitration section, the state and federal courts located in Orange County, California have exclusive jurisdiction, and both parties consent to that venue.

22. Changes to these Terms

We may update these Terms from time to time. We will post the updated Terms on this page with a new “last updated” date and, for material changes, notify you by email or in the platform at least 30 days before they take effect. Continuing to use the Services after the changes take effect means you accept them.

23. General

These Terms, together with any order or proposal and our Privacy Policy, are the entire agreement between you and us about the Services. If there is a conflict, a signed order or proposal controls for its specific scope and pricing. If any provision is found unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver.

You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control. The parties are independent contractors. You agree to receive notices electronically, by email or in the platform.

24. Contact

Juarez Investments LLC, doing business as Ideally Software. Email: info@ideally.live.