Terms of Service

1Who we are and what we provide

Block9 LLC (“Block9,” “we,” “us”) is a Missouri limited liability company located at PO Box 2, Barnhart, MO 63012. We provide a managed service: we configure, launch, monitor, and continuously improve AI agents built on your business's own knowledge, tools, and rules.

We currently offer four agent types, alone or in combination: a Personal Agent (a personal assistant for individuals), a Support Agent (customer facing, primarily voice), a Sales Agent (lead response, follow-up, and pipeline work), and an Operations Agent (internal knowledge work, monitoring, and reporting).

We are a service provider, not a model provider. The reasoning capability behind your agent is supplied by third parties — currently xAI and Anthropic — and voice capability by additional vendors. We do not build, own, or control those models. Section 7 explains what that means for you.

2Scope of work

What we build for you is defined in your Order Form or Statement of Work, which specifies the agent type, the Usage Profile (Light, Standard, or Heavy), the Connections included, and the fees. Anything not described there is out of scope until both parties agree to it in writing.

Before launch, you review and approve the agent's knowledge base and behavior. We do not put an agent in front of your customers or inside your systems without that approval.

3Fees, invoicing, and payment terms

• Structure. Every engagement is a monthly subscription (base management plus an included usage allowance), one-time setup fees for the agent build-out and its connections, and optional prepaid usage credit for running past your allowance. Connections are never a recurring charge.
• Due at execution. The one-time setup fee plus the first month of service are due when the agreement is executed, before configuration begins.
• Month to month, prepaid. Service is billed monthly in advance. There is no minimum term and no contract to lock you in.
• Invoice timing and terms. After your first month, invoices are issued on the fifteenth (15th) of each month and are due within fifteen (15) days of the invoice date. Each monthly invoice covers the upcoming month, billed in advance.
• Usage and the allowance cap. Your plan includes a stated monthly allowance with a hard cap. We notify you at 75%, 90%, and 100% of the allowance. When you reach it, the agent pauses new work rather than running up an overage — there is no per-unit overage charge. To keep going, you can add prepaid credit (which extends the cap) or move to a larger plan.
• Prepaid credit. Credit you purchase is applied to your invoices, does not expire, and is non-refundable in cash. Unused credit remains available while your account is open.
• Taxes. Fees are exclusive of applicable sales, use, or similar taxes, which are your responsibility.
• Billing disputes and chargebacks. If you believe a charge is wrong, contact us first within thirty (30) days of the charge — we fix genuine errors quickly (see Refunds). Initiating a card dispute or chargeback without contacting us, where the charge was authorized under your agreement, is a payment breach: we may suspend service and recover the disputed amount plus the dispute fees we incur.

3bRefunds

Service is prepaid monthly. Fees for the current month are non-refundable once the month has begun, and prepaid usage credit is non-refundable in cash — it remains on your account and applies to future invoices. Setup fees are non-refundable once configuration work has started.

All fees are non-refundable. That includes the setup fee, the monthly service fee once a month has begun, and prepaid usage credit. Cancelling ends the service at the end of the period you have paid for, following a thirty (30) day notice period; it does not generate a refund of fees already paid. Because the service is month to month with no term commitment, the most you are ever exposed to is the month you have already paid for.

The single exception is our own billing error. If we charge you an amount you did not owe — a duplicate charge, a wrong figure, a charge after cancellation — we will correct it by credit or refund to the original payment method, normally within ten (10) business days of agreeing the error.

4Late payment and suspension

Because service is prepaid month to month, payment is what continues the service. If an invoice passes its due date, we will notify you and your agents keep running during a short grace period. If the invoice remains unpaid after that grace period, we may suspend your agents until it is settled.

Suspension is not deletion. Your configuration, knowledge base, and history remain intact during suspension and service resumes when payment clears. We will tell you before suspension happens — it will not occur silently.

5Cancellation, termination, and what happens to your data

You may cancel at any time by filing a cancellation request from your client portal. Cancellation takes effect after a thirty (30) day notice period and is completed once all issued invoices are paid in full. Because invoices are issued on the fifteenth and bill the upcoming month in advance, an invoice issued before or during your notice period remains due and payable — you are served through the end of the period you have paid for. There is no early-termination penalty beyond the invoices already issued; fees already paid are not refunded, and the service remains available through the paid period.

Cancellations are filed in your portal, not with the agent. Your AI agent cannot process a cancellation. Filing in the portal creates a dated record, notifies our team, and starts your notice period cleanly.

On cancellation, at your request, we will send you all of your data — knowledge base content, agent configuration and instructions, transcripts, recordings, reports, and any other Client Materials in our possession — in a reasonable, usable format. We then delete it from our systems.

Three practical limits apply, and we would rather state them now than surprise you later. First, we cannot export material a third-party platform will not release to us, and we will tell you if that happens. Second, we are not obligated to transfer the platform accounts or credentials themselves — those are ours under Section 6b, though we will hand over everything needed to rebuild elsewhere. Third, we retain records we must keep by law, such as invoices and tax records, plus anonymized usage totals that contain none of your customer data, for our own capacity and cost planning.

Phone numbers. A number you ported in or owned before service remains yours, and we will cooperate promptly with a port-out request while your account is active or within sixty (60) days after termination, provided your balance is paid. One honest limit: bundled voice numbers provisioned inside an AI platform (such as an xAI voice line) are that platform's assets and have no porting path — we don't control them and can't port them out. If number continuity matters to your business, tell us at scoping and we'll run your agent on a number you own (your own carrier or Twilio line), which stays portable. Don't cancel your account until a port you have started completes.

Standard export is included at no charge. Migration help beyond that — rebuilding your agent on another provider, for instance — is available at our then-current professional services rates.

We may terminate or suspend service for material breach, non-payment, or use that violates our Acceptable Use Policy or creates unacceptable legal or security risk.

6Your responsibilities

• Provide accurate knowledge, timely approvals, and the system access the agreed work requires.
• Obtain — and keep records of — any consents your jurisdiction requires for call recording, AI disclosure, and messaging to your customers. For any outbound call or text an agent places for marketing purposes, that means the recipient's prior express written consent under the TCPA and applicable state law, for every number or list you supply. See our AI & Call Recording Disclosure.
• Your agents identify themselves as AI and give recording notices by default. If you ask us to modify or disable those disclosures, that decision — and its compliance with the laws where your customers are located — is solely yours, and we may require it in writing or decline.
• Use the agents only for lawful business purposes, within the agreed scope.
• Keep your portal credentials secure and enable the account security we make available.
• Review and accept that agents take actions within the permissions and instructions you approve. High-risk actions — money movement, irreversible record changes, mass outbound communication — sit behind human approval gates unless you have expressly accepted that risk in writing.
• Publish to your own customers terms and a privacy notice consistent with these Terms and our incorporated policies — our AI providers require that coverage to extend through you to the people your agent talks to.
• Never use the service or its outputs to train or improve any AI model, scrape or resell inputs, outputs, or raw model access, or present agent output as human-generated. Deployments directed at minors require our prior written agreement and the safeguards our providers mandate.
• You represent that you and your beneficial owners are not on any U.S. sanctions list, and you will not provide access to the service in violation of export or sanctions law.

6bManaged credentials and isolation

We operate your agents on platform accounts we control — model, voice, and integration providers. You do not need to obtain or manage API keys, and those credentials, accounts, and the platform configuration built on them remain our property unless we agree in writing to a dedicated or client-owned account arrangement.

Isolation is tiered. By default your knowledge, configuration, phone numbers, tool permissions, and logs are kept logically separate from every other client — we never merge knowledge collections or permissions across clients. Clients with higher volume, higher-risk actions, regulated requirements, or a preference for their own keys can move to a dedicated or client-owned account tier. Either party may request that move, and it may carry additional fees set out in your Order Form.

Shared infrastructure carries shared risk, and you should know that. Because default-tier clients run on common platform accounts, an account-level event at a provider — a rate limit, a policy action, a suspension — can affect more than one client at once. We manage headroom deliberately and will move a client to isolated capacity where their usage or risk warrants it.

6cYour systems and connections

Connections link your agent to systems you provide. Your CRM, calendar, phone and messaging accounts, job software, and anything else the agent connects to are yours: you own or hold valid licenses to them, you authorize us to access them on your behalf, and you warrant that connecting them does not violate their terms. Our service is the build-out and ongoing management of the connection — not the underlying system.

Those systems' availability, accuracy, pricing, API access, and continued operation remain your responsibility and their vendors'. If a system you provide fails, changes its API, or revokes access, the resulting degradation of your agent is not a breach by Block9; we will tell you what broke, and reconnection or rework may carry a one-time setup fee.

7Dependence on third-party platforms

Our service is built on infrastructure we do not control. Your agent's reasoning runs on xAI or Anthropic models; voice runs through telephony and speech vendors; billing runs through Stripe; the portal runs on Supabase and Vercel. A full list is in our Data Processing & Subprocessors page.

We are dependent on these providers and cannot guarantee their behavior. That includes uptime, latency, model output quality, changes to model behavior between versions, deprecations, rate limits, policy enforcement, and price changes. We will use commercially reasonable efforts to maintain your service, to route around provider problems where we can, and to give you reasonable notice of material changes — including cost changes we have to pass through.

Your use of the service is subject to the model providers' acceptable-use and usage policies (currently xAI and Anthropic), as those providers update them. You will not use the service in a way that violates them, and we may suspend or adjust service as needed to comply with a provider's requirements. Their outages, rate limits, policy actions, and model behavior changes are not a breach by us.

Model changes. We may substitute or upgrade underlying models or providers so long as overall functionality is not materially degraded. If a provider retires or restricts capability the service depends on and no reasonable alternative exists, either party may terminate the affected service, and a pro-rata refund of prepaid, undelivered subscription fees is the sole remedy.

8What we do not promise

AI agents are probabilistic systems. We do not promise that an agent will never make a mistake, never misunderstand a caller, or never require human intervention. What we commit to is disciplined configuration: grounding the agent in knowledge you approved, forcing escalation when it is unsure, limiting its permissions, gating irreversible actions, monitoring it in production, and fixing what we find.

When something does go wrong, our commitment is to how we respond: contain it, tell you early with a next-update time, fix the cause, and write up what changed. Those commitments are published on our Security page.

We make no guarantee of business outcomes — call answer rates, response quality, lead conversion, bookings, or revenue. What the agents produce depends on your knowledge, your customers, and probabilistic systems; we commit to the discipline above, not to results.

We do not currently carry professional liability, cyber, or errors-and-omissions insurance, and we hold no security certifications of our own. We build on enterprise platforms from xAI and Anthropic, which maintain their own compliance programs, but those are their certifications and not ours. As the practice grows we intend to pursue both, and this page will say so when we have them. If your business requires an insured or certified vendor today, we are not that vendor yet, and we will tell you so during scoping rather than after you sign.

We do not provide legal, medical, financial, tax, or other professional advice, and we configure agents to refuse and escalate rather than offer it. Except as expressly stated here, the service is provided “as is” and we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law.

8bAssumption of risk

You accept the risks of using AI agents in your business. That includes the possibility of an inaccurate or incomplete answer, a missed nuance in a conversation, an action taken within permissions you approved that you would have handled differently, and interruption caused by a third-party platform.

You decide what knowledge the agent holds, what it is permitted to do, and which actions run without a human. You approve all of it before launch. Those decisions, and the outcomes that follow from them, are yours. If you are not comfortable accepting that, this is not the right service for your business — and we would rather you know that before you sign than after.

Nothing in this section limits our own obligations under Sections 9 through 11, or excuses gross negligence or willful misconduct on our part.

9Intellectual property

You own your material. Your data, knowledge content, call recordings, transcripts, customer information, and the configuration built for your business remain yours — and agent outputs generated for you are assigned to you with all of our right, title, and interest, if any (a qualifier our AI providers use because purely AI-generated content may carry no copyright for anyone; we cannot warrant that outputs are protectable or non-infringing). You grant us a limited license to use that material solely to deliver and improve your service.

We retain ownership of our own methods, templates, tooling, playbooks, portal software, and any general knowledge or improvements we develop — provided they contain none of your confidential information.

10Confidentiality

Each party will protect the other's confidential information with at least reasonable care, use it only to perform under the agreement, and not disclose it except to people and providers who need it and are bound to comparable obligations. This does not cover information that is public, independently developed, or lawfully received from a third party, or disclosure required by law.

11Limitation of liability

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

Our total aggregate liability arising out of or relating to the service will not exceed the total fees you paid to Block9 in the three (3) months immediately preceding the event giving rise to the claim.

We are not liable for decisions you make based on agent output, for actions an agent takes within the permissions and instructions you approved, or for failures caused by third-party platforms outside our control. These limits do not apply to a party's gross negligence or willful misconduct, or to your payment obligations.

12Indemnification

You will defend and indemnify Block9 against third-party claims arising from (a) your data or content, (b) use of an agent outside the agreed scope or in violation of law, (c) instructions or permissions you provided, or (d) your failure to obtain a required consent or disclosure. We will defend and indemnify you against third-party claims arising from our gross negligence or willful misconduct.

12bElectronic signatures and records

Agreements, order forms, and notices under these Terms may be executed and delivered electronically. By signing electronically or by clicking to accept, you consent to transact business electronically and agree that your electronic signature is legally equivalent to a handwritten one under the federal E-SIGN Act and the Missouri Uniform Electronic Transactions Act.

You may request a paper copy of any agreement at no charge, and you may withdraw consent to electronic records by contacting us — though doing so may prevent us from providing the service, which is delivered and administered online. To access electronic records you need a device with a current browser, internet access, and a working email address.

13Governing law and disputes

These Terms are governed by the laws of the State of Missouri, without regard to its conflict of laws rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Jefferson County, Missouri.

Before filing suit, the parties will attempt in good faith to resolve any dispute by conferring directly for at least thirty (30) days after written notice.

Each party waives trial by jury, and disputes will be brought individually — not as a plaintiff or class member in any class, consolidated, or representative proceeding. The service is provided for business use only, not for personal, family, or household purposes.

14Changes to these Terms

We may update these Terms. Changes apply prospectively only — never to a period you have already paid for. If a change is material and adverse to you, we will give notice at least thirty (30) days before it takes effect, and it binds at your next monthly renewal; your remedy is to cancel before then without penalty — which, on a prepaid month-to-month service, means simply not renewing. Non-material or legally required changes take effect when posted with a revised date. We keep dated versions of these Terms and can provide the version in effect when you signed.

15General provisions

• Force majeure. Neither party is liable for failure to perform due to causes beyond its reasonable control — including outages, degradation, rate limiting, policy enforcement, account suspension, or discontinuation by a third-party model, telephony, payment, or hosting provider; internet or carrier failures; natural disasters; or government action. This does not excuse payment for service already delivered.
• Assignment. Neither party may assign these Terms without the other's written consent, except to a successor in a merger or sale of substantially all assets, on notice.
• Independent contractors. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency, or employment relationship.
• Notices. Notices to Block9 go to PO Box 2, Barnhart, MO 63012 or the email address on this page. Notices to you go to the billing or account contact on file. Email notice is effective when sent, absent a bounce.
• Publicity. We will not use your name, logo, or a description of your business publicly without your prior written permission.
• Severability. If any provision is held unenforceable, the rest remains in effect and the unenforceable provision is modified to the minimum extent needed to make it enforceable.
• No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
• Survival. Sections on fees owed, data return and deletion, intellectual property, confidentiality, limitation of liability, indemnification, and governing law survive termination.
• Entire agreement. These Terms, together with any signed Master Services Agreement, Order Form, Data Processing Addendum, and the policies linked from this site, are the entire agreement between the parties and supersede prior discussions.

16Contact

Block9 LLC
PO Box 2, Barnhart, MO 63012
636-224-8069
support@block9.app