Document Control
- Version: 1.0
- Effective Date: May 29, 2026
- Last Reviewed: May 29, 2026
- Classification: Public Document
- Governing law: British Columbia, Canada
1. Definitions
For the purposes of these Terms, capitalised terms have the following meanings:
- “J&M”, “we”, “us”— J&M Solutions, a Canadian business operated by José María Morales Galván, registered in British Columbia, Canada. Incorporation in British Columbia is in progress.
- “Site”— the website at jmsolutionsapp.com and its subdomains.
- “Services”— the AI agents (voice, SMS, chat), automations, dashboards, and integrations we build and operate for Clients under a written Engagement.
- “Client”— an organisation or individual that has signed a written proposal, statement of work, or Master Service Agreement with J&M.
- “Engagement”— the written agreement (proposal, statement of work, or MSA) defining scope, deliverables, timeline, and fees for a Client.
- “Deliverable”— output produced for a Client under an Engagement (code, configurations, prompts, documentation, dashboards, etc.).
- “Visitor”, “you”— any person accessing the Site.
- “Personal Information”— as defined in our Privacy Policy.
2. Acceptance
By accessing or using the Site you agree to these Terms. If you do not agree, do not use the Site. We may update these Terms from time to time as described in Section 16.
3. The Site vs. the Services
The Site is informational. Anything you read on the Site is marketing copy and not a binding offer. A binding engagement only exists once we have signed a written proposal, statement of work, or Master Service Agreement with you.
Pricing examples shown on the Site are starting points and may change. Final pricing is always confirmed in the Engagement.
4. Quotes, Proposals, and Engagements
- Quote validity: Quotes are valid for thirty (30) days from issue date unless we state otherwise in writing.
- Project start: A project begins only after a signed proposal and any agreed deposit have been received.
- Scope: Scope, timeline, and deliverables are defined in the Engagement. Items outside that scope are billed separately at our then-current rates.
- Recurring fees: Monthly service fees (hosting, agent uptime, ongoing support, sub-processor pass-throughs) renew automatically until cancelled in writing with at least thirty (30) days’ notice prior to the next billing cycle.
- Late payment: Invoices are due net thirty (30) days from issue. Overdue balances may accrue interest at 1.5% per month (18% per annum) or the maximum permitted by law, whichever is lower.
- Deposits and refunds: Deposits are non-refundable once project work has commenced, except as required by law or as expressly set out in the Engagement.
5. The Services We Operate
Some of the Services we deliver involve AI agents we host and run on a Client’s behalf (voice, SMS, chat). For those Services:
- We act as a data processor for the Client; the Client is the data controller of the Personal Information flowing through their Service.
- The processing of Personal Information by the Services is described in our Privacy Policy§5 (“How Our AI Systems Process Personal Information”) and governed by a separate Data Processing Agreement signed between J&M and the Client.
- Service availability commitments, escalation paths, and incident response are defined in the applicable Service Level Agreement (SLA) issued under the Engagement.
6. Acceptable Use of the Site and the Services
You agree not to:
- Scrape, mirror, or copy the Site or its content for resale or republication.
- Probe, scan, or test the vulnerability of any system reachable from the Site or the Services, except under written authorisation (e.g., an engaged security audit).
- Submit false, misleading, or fraudulent information through any form, chat, SMS, or voice channel.
- Use any J&M-built agent, automation, or interface for unlawful activity, harassment, defamation, hate speech, or attempts to deceive third parties.
- Attempt to bypass authentication, rate limits, or other access controls; reverse engineer or extract prompt content, model weights, or proprietary configurations.
- Knowingly transmit malware, viruses, or other code intended to damage or disrupt our systems or our sub-processors’ systems.
We may suspend Site or Service access where we reasonably believe a violation has occurred. For Engagements, suspension and termination triggers are defined in the Engagement.
7. Communications — CASL and TCPA
- Reply by same channel: When you contact us via form, chat, email, SMS, or voice, you agree we may reply through the same or an equivalent channel.
- Marketing consent: We do not send marketing messages without consent. For Canadian recipients, consent and content follow Canada’s Anti-Spam Legislation (CASL); for U.S. SMS recipients, applicable rules under the Telephone Consumer Protection Act (TCPA) and carrier guidelines apply.
- Opt-out: You can opt out of any J&M marketing communication by replying STOP (SMS), unsubscribing (email), or emailing the Privacy Officer.
- Identification: Marketing emails include sender identification, a physical address, and an unsubscribe mechanism as required by CASL.
- AI-generated communications: Where we contact you via an AI voice or SMS agent, the agent identifies itself as an AI on request and at the start of the interaction. You can ask to speak with a human at any time.
8. Intellectual Property
- Site content: The Site’s design, copy, code, brand marks, illustrations, and media are owned by J&M or its licensors. Nothing on the Site grants you a licence to reuse our materials.
- Client Deliverables: Ownership of project-specific Deliverables transfers to the Client on final payment of all amounts owed, with the exceptions listed below.
- Carve-outs from transfer: Our reusable libraries, scaffolding, templates, prompt patterns, workflow components, and internal tooling remain our property. Open-source software included in Deliverables remains under its original licence and is identified on request.
- Client data and content: Personal Information, patient data, brand assets, and business content that a Client provides or generates through the Services remain the Client’s property.
- Feedback: If you give us feedback or suggestions, we may use them without obligation to you.
9. Confidentiality
Information that one party shares with the other in the course of an Engagement and that is marked confidential, or that a reasonable person would understand to be confidential, will be treated as such. Each party will (a) use confidential information only for the purposes of the Engagement, (b) protect it with at least the same care it uses for its own confidential information of similar sensitivity (and not less than reasonable care), and (c) not disclose it to third parties except sub-processors bound by equivalent confidentiality obligations or where required by law.
Confidentiality obligations survive termination of the Engagement for five (5) years, or indefinitely for trade secrets and Personal Information.
10. Third-Party Services
The Site and the Services depend on third-party providers identified in our Privacy Policy§6. Their terms apply to the parts of your experience they power. We do not control and are not responsible for third-party content or services beyond our contractual relationship with each provider.
11. Disclaimers
The Site is provided as is, with no warranty of any kind beyond what is required by applicable law. We do not guarantee uninterrupted availability, error-free operation, or that any specific outcome will follow from your use of the Site.
Service-level commitments for paid Engagements are defined in the applicable SLA, not here. Where AI agents are involved, we do not guarantee that any individual conversational output will be accurate, complete, or fit for a specific purpose; AI agents are tools that augment but do not replace human judgment.
12. Limitation of Liability
To the maximum extent permitted by law:
- Neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, or data, arising from these Terms or the Services.
- For Visitor use of the Site without an Engagement, J&M’s aggregate liability is limited to one hundred Canadian dollars (CAD $100).
- For Client use under an Engagement, J&M’s aggregate liability for all claims arising in any twelve-month period is limited to the greater of (a) the fees paid by the Client to J&M during that twelve-month period, or (b) the cap stated in the Engagement, if any.
- Carve-outs: The caps above do not apply to (i) liability for gross negligence, fraud, or wilful misconduct; (ii) indemnification obligations under Section 13; or (iii) liability that cannot be excluded or limited under applicable consumer-protection or privacy law.
13. Indemnification
- By J&M: Subject to the limits in Section 12, we will defend and indemnify the Client against third-party claims that a Deliverable, as provided by us and used as intended, infringes the third party’s intellectual property rights, except to the extent caused by Client modifications, data provided by the Client, or use outside the Engagement.
- By Client: The Client will defend and indemnify J&M against third-party claims arising from (i) Personal Information the Client provides to the Services without lawful basis or required consents, (ii) Client content uploaded to the Services that violates third party rights, or (iii) use of the Services in a manner not permitted by the Engagement or these Terms.
- Procedure: The indemnified party must give prompt written notice of the claim, allow the indemnifying party to control the defence and any settlement (without admission of liability against the indemnified party), and cooperate reasonably. The indemnified party may participate at its own expense.
14. Force Majeure
Neither party is liable for delay or failure to perform caused by events beyond reasonable control, including natural disasters, labour disputes, internet outages, third-party service outages affecting our sub-processors, war, civil unrest, governmental action, or pandemic. Affected obligations are suspended for the duration of the event; if the event continues for more than thirty (30) days, either party may terminate the affected Engagement on written notice.
15. Governing Law and Dispute Resolution
- These Terms are governed by the laws of the Province of British Columbia, Canada, and the federal laws of Canada applicable in British Columbia, without regard to conflict-of-laws principles.
- The parties agree to first attempt good-faith negotiation for thirty (30) days after written notice of a dispute. If unresolved, the parties agree to non-binding mediation in Vancouver, British Columbia, before commencing litigation.
- The courts of British Columbia have exclusive jurisdiction over any dispute that cannot be resolved through negotiation or mediation, subject to mandatory consumer-protection rules of the jurisdiction where the Visitor resides.
16. Changes to These Terms
We may update these Terms. The Document-Control block at the top reflects the current version. Material changes will be highlighted on the Site for a reasonable period (at least thirty (30) days) before they take effect. Continued use of the Site after the effective date constitutes acceptance.
17. Miscellaneous
- Entire agreement: These Terms, together with the Privacy Policy, Cookie Policy, and any executed Engagement, constitute the entire agreement between you and J&M with respect to the Site and the Services and supersede prior discussions on those subjects.
- Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in full force.
- No waiver: Failure to enforce a provision is not a waiver of the right to enforce it later.
- Assignment: You may not assign your rights or obligations under these Terms without our written consent. We may assign in connection with a merger, acquisition, or sale of assets, with written notice to active Clients.
- Notices: Legal notices to J&M must be sent to legal@getjmsolutions.comwith a copy to hello@getjmsolutions.com. Notices to a Client are sent to the email address on file.
- Survival: Sections 8 (Intellectual Property), 9 (Confidentiality), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 15 (Governing Law) and any payment obligations survive termination.
18. Contact
Questions about these Terms: legal@getjmsolutions.com. General inquiries: hello@getjmsolutions.com.
