Terms of Service


Effective Date: March 23, 2025


This Terms of Service (the “Agreement” or “TOS”) governs the relationship between Seeking Experts, Inc. (“Seeking Experts,” “we,” “us,” or “our”) and any person or entity (“Client,” “you,” or “your”) that engages Seeking Experts to build, implement, or otherwise develop and deliver a custom lead-generation system, including but not limited to cold email automations, AI integrations, and voice AI agents (the “Services”). By requesting or using the Services, you agree to be bound by these terms.


1. Scope of Services


1.1 Services Description


  • Seeking Experts will build for the Client a lead-generation system using third-party software platforms (e.g., Lemlist, Smartlead, Instantly) and integrate via Zapier or similar tools to connect AI technologies (e.g., Perplexity, OpenAI, Deep Seek, Thought.ly voice AI agent, etc.).

  • The Services provided by Seeking Experts include design, customization, and implementation of these third-party tools, as well as basic instruction on their use.


1.2 Independent Contractor Relationship


  • Seeking Experts is and shall remain an independent contractor in performing the Services. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, or joint venture between Seeking Experts and the Client.


1.3 Limitations


  • Seeking Experts only provides the technical infrastructure and implementation services; we do not provide ongoing legal or compliance guidance regarding how the Client uses the system.

  • Seeking Experts does not guarantee any specific results, such as increased leads, sales, or revenue.


2. Intellectual Property and Licensing

2.1 Ownership & License


  • Seeking Experts retains all right, title, and interest in any methodologies, code snippets, templates, workflows, processes, or other intellectual property it develops or uses in providing the Services (“Seeking Experts’ IP”).

  • Subject to Client’s payment of all fees, Seeking Experts grants the Client a non-exclusive, non-transferable, non-sublicensable, limited license to use the deliverables solely for the Client’s internal business purposes.



2.2 No Resale or Redistribution

  • The Client shall not resell, redistribute, sub-license, transfer, or otherwise make available any portion of the deliverables or Services to third parties without the express prior written consent of Seeking Experts.



2.3 Third-Party Software

  • Certain components of the Services may be subject to third-party license terms (e.g., Lemlist, Smartlead, Instantly, Zapier, OpenAI). The Client agrees to abide by those separate terms of service and end-user license agreements.


3. Confidentiality

3.1 Definition

  • “Confidential Information” means all non-public or proprietary information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), whether disclosed orally, visually, or in writing, that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information or circumstances surrounding its disclosure.


3.2 Obligations

  • The Receiving Party shall:

    1. Use the Confidential Information solely for performing its obligations or exercising its rights under this Agreement, and

    2. Not disclose or make available the Confidential Information to any third party without the prior written consent of the Disclosing Party, except to the Receiving Party’s employees, agents, or affiliates who have a legitimate need to know the information and are bound by similar obligations of confidentiality.


3.3 Exclusions

  • The obligations under this Section do not apply to information that the Receiving Party can demonstrate:

    1. Was rightfully known by the Receiving Party prior to disclosure;

    2. Is or becomes publicly available without breach of this Agreement;

    3. Is lawfully received from a third party not under a duty of confidentiality; or

    4. Is independently developed by the Receiving Party without the use of or reference to the Disclosing Party’s Confidential Information.


4. Client Responsibilities

4.1 Compliance with Laws

  • The Client acknowledges and agrees that it is solely responsible for using the Services in compliance with all applicable laws, rules, and regulations, including but not limited to data protection, privacy, anti-spam (e.g., CAN-SPAM), and relevant marketing or advertising regulations in all applicable jurisdictions.


4.2 Content & Conduct

  • The Client is solely responsible for all content sent or communicated through the system and for all communications with third parties.

  • Seeking Experts has no obligation to monitor or review the Client’s usage of the Services.


4.3 Third-Party Accounts & Integrations

  • The Client is responsible for maintaining valid accounts with all integrated or third-party services used in connection with the Services.

  • The Client must comply with all usage limits or restrictions set by these third-party providers.



4.4 No Illegal or Unauthorized Use

  • The Client agrees not to use the Services for any illegal or unauthorized purposes, including but not limited to spamming, harassment, or infringement of third-party intellectual property rights.

  • Seeking Experts disclaims any liability arising from the Client’s violation of any law or regulation.


5. Fees and Payment

5.1 Fees

  • The total fees for the Services shall be set forth in a separate proposal or statement of work. Fifty percent (50%) of the total fees shall be paid upfront as a non-refundable deposit.


5.2 Payment Terms

  • The remaining fifty percent (50%) of the total fees is due within fifteen (15) days of “Delivery,” which is defined as the first day the system sends outreach messages on behalf of the Client.

  • If the Client fails to remit payment by the due date, late fees or interest may apply at the maximum rate permitted by law.


5.3 No Refunds

  • All fees (including the initial deposit) are non-refundable unless otherwise agreed upon in writing.


6. Disclaimers

6.1 No Warranties

  • The Services are provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, Seeking Experts disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

  • Seeking Experts does not warrant that the Services will be uninterrupted, error-free, or completely secure.


6.2 Third-Party Tools

  • Seeking Experts makes no representations or warranties regarding any third-party software, tools, or integrations. The Client’s use of these third-party services is subject to their respective terms.


7. Limitation of Liability

7.1 Exclusion of Certain Damages

  • To the maximum extent permitted by law, Seeking Experts shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages (including but not limited to loss of profits, loss of data, or business interruption), whether based on contract, tort, or any other legal theory, arising out of or relating to the Services or this Agreement.


7.2 Liability Cap

  • In no event shall Seeking Experts’ total cumulative liability under this Agreement exceed the amount of fees actually paid by the Client for the specific Services giving rise to the claim during the six (6) months preceding the event.


7.3 No Liability for Improper Use

  • Seeking Experts shall not be liable for any claims, damages, or liabilities arising from the Client’s improper use or unauthorized use of the Services, including any use that violates applicable laws or regulations.


8. Indemnification

8.1 Client’s Indemnification

  • The Client agrees to defend, indemnify, and hold harmless Seeking Experts, its affiliates, officers, directors, employees, agents, and contractors from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, fees, or expenses (including reasonable attorneys’ fees) arising out of or related to:

    1. The Client’s breach of this Agreement;

    2. The Client’s use or misuse of the Services;

    3. The Client’s violation of any law or regulation; or

    4. Any claim that the Client’s content or conduct infringes or misappropriates the rights of a third party.


9. Term and Termination

9.1 Term

  • This Agreement is effective as of the Effective Date and continues until the Services have been fully performed and all fees have been paid, unless otherwise specified in a separate agreement.


9.2 No Unilateral Termination by Client

  • The Client shall not have the right to terminate this Agreement prior to completion of the Services.


9.3 Termination by Seeking Experts

  • Seeking Experts may terminate this Agreement at any time if the Client materially breaches any of its obligations under this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice.


9.4 Effect of Termination

  • Upon termination by Seeking Experts for material breach by the Client, all fees and expenses owed by the Client shall become immediately due and payable.

  • The Client shall cease all use of any deliverables that have not been fully paid for.

  • The sections of this Agreement that by their nature should survive termination (including but not limited to Sections on Limitation of Liability, Indemnification, and Confidentiality) shall survive.


10. Independent Contractor Status

  • The parties expressly acknowledge and agree that Seeking Experts is an independent contractor. Nothing in this Agreement shall be construed to create a relationship of partnership, joint venture, or employment.


11. Dispute Resolution & Governing Law

  • This Agreement and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-law principles.

  • The parties consent to the exclusive jurisdiction and venue of the state or federal courts located in Delaware.

  • Alternatively, the parties may agree to resolve any disputes through binding arbitration under the rules of the American Arbitration Association (AAA) in Delaware, if so specified in a separate arbitration agreement or mutually agreed upon in writing.


12. Force Majeure

  • Seeking Experts shall not be liable for any failure or delay in performance of its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, terrorism, war, civil unrest, labor shortages, utility failures, or disruptions in third-party software or internet services.


13. Severability

  • If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be construed to reflect the parties’ original intent, and the remaining provisions shall remain in full force and effect.


14. Entire Agreement

  • This Agreement, together with any applicable statements of work or proposals, constitutes the entire understanding between the parties regarding the Services and supersedes all prior or contemporaneous written or oral agreements or understandings.


15. Modifications

  • Seeking Experts reserves the right to update or modify this TOS at any time with written notice to the Client. Any modifications will only apply prospectively and require the Client’s acceptance (or continued use of the Services) to become effective.


16. No Waiver

  • The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in any future instance.


17. Notices

  • Any notices or communications under this Agreement shall be deemed given when delivered in person, sent via email with confirmation of receipt, or mailed by certified or registered mail, return receipt requested, to the addresses provided by each party.


Acceptance

By engaging Seeking Experts, Inc. for the Services described herein or otherwise indicating assent (e.g., signing a contract, clicking “I agree”), you acknowledge that you have read, understood, and agree to be bound by this Terms of Service.



Seeking Experts, Inc. DBA capable.ai