Terms of Service

Last updated: December 24, 2025

LEGAL INFORMATION

These Terms of Service ("Terms") govern your access to and use of the services offered by Denaro Labs, Inc. ("DenaroAI," "Company," "We," "Us," or "Our"). Denaro Labs, Inc. has its principal place of business located at 4627 Clairson Drive, Knoxville, TN 37931, United States. DenaroAI provides business-to-business (B2B) accounts receivable automation services, including invoice monitoring, customer outreach, and customer communication facilitation through proprietary software and AI-powered communication systems, which encompass SMS, calling, and email.

You may contact us via email at support@denaroai.com.

For the avoidance of doubt, and in accordance with applicable U.S. law, DenaroAI acts solely as an independent software company in the facilitation of accounts receivable management and does not operate as a fiduciary, escrow agent, collections agency, or direct business partner unless otherwise agreed to in writing between the parties.

ARTICLE 1: INTERPRETATION AND DEFINITIONS

Interpretation

The words whose initial letters are capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms of Service:

  • Affiliate means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest, or other securities entitled to vote for election of directors or other managing authority.
  • AI Agent refers to any automated software system, voice assistant, or messaging interface used by DenaroAI to interact with End-Users or facilitate collection-related workflows on behalf of the Client. These agents operate under preconfigured parameters and cannot make collection decisions outside the scope defined by the Client.
  • Client (referred to as "You" or "Your" in this Agreement) means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
  • Company (referred to as "the Company", "We", "Us" or "Our" in this Agreement) refers to Denaro Labs, Inc., located at 4627 Clairson Dr, Knoxville TN, 37931.
  • Country refers to: Tennessee, United States.
  • Dashboard refers to the secure, web-based user interface provided by DenaroAI through which Clients configure settings, upload data, manage Outreach Schedules, and review analytics.
  • Device means any device that can access the Service, such as a computer, a cell phone, or a digital tablet.
  • End-User means any individual or entity that is a customer of the Client, who may receive communications from DenaroAI on behalf of the Client.
  • Outreach Schedule means the communication cadence and workflow configured by the Client within the DenaroAI platform. This includes the frequency by which DenaroAI contacts End-Users on behalf of the Client.
  • Service refers to the entire DenaroAI platform, including the Website, Dashboard, communication tools (SMS, calling, email), and all associated software features, professional services, and automated systems provided by DenaroAI.
  • Terms and Service (also referred as "Terms") mean these Terms and Service that form the entire agreement between You and the Company regarding the use of the Service.
  • Website refers to DenaroAI, accessible from https://denaroai.com.

ARTICLE 2: ACKNOWLEDGMENT AND AGREEMENT

These are the Terms of Service governing your use of the Service and the agreement that operates between You (the Client) and the Company (DenaroAI). These Terms of Service set out the rights and obligations of all Clients regarding the use of the Service. Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms of Service. These Terms of Service apply to all Clients who access or use the Service. By accessing or using the Service, You agree to be bound by these Terms of Service. If You disagree with any part of these Terms of Service, then You may not access or use the Service. You represent that you are over the age of 18 and have the legal capacity and authority to enter into these Terms on behalf of yourself and the legal entity you represent. The Company does not permit those under 18 or those lacking legal capacity to use the Service. Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy detailed in Article 10 of this document. Our Privacy Policy describes Our policies and procedures on the collection, use, and disclosure of Your and your End-Users' personal information when You use the Service and tells You about your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

ARTICLE 3: CLIENT RESPONSIBILITIES AND COMPLIANCE

By using the Service, You (the Client) agree to:

  • Accurate Information: Provide accurate, complete, and timely data for all submitted accounts, including but not limited to accepted quotes, signed orders, general terms of sale, and End-User contact information.
  • Consent Management: Ensure that You have obtained and maintain all necessary End-User consents for DenaroAI to send SMS, make calls, and send emails on Your behalf, in full compliance with all applicable laws (including TCPA, CAN-SPAM Act, and state-specific regulations).
  • Legal Compliance: Operate all Outreach Schedules and communication activities initiated through the Service in strict compliance with all applicable federal, state, and local laws, regulations, and industry standards, including but not limited to the Fair Debt Collection Practices Act (FDCPA), Telephone Consumer Protection Act (TCPA), California Consumer Privacy Act (CCPA), and all relevant privacy, data protection, and communication laws.
  • Data Accuracy: Promptly update End-User data within the Dashboard, including payment status, opt-out requests, or any disputes, to ensure communications are accurate and cease appropriately. DenaroAI relies solely on the data You provide.
  • Prohibited Content: Not use the Service to transmit any unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material of any kind.
  • Non-Interference: Not disrupt or contradict ongoing communications initiated by DenaroAI on your behalf once an Outreach Schedule has been launched, unless explicitly communicated through the Dashboard or to DenaroAI support.
  • Payment & Fees: Maintain a valid and reliable payment method on file and pay all applicable fees and charges promptly as agreed in your service agreement with DenaroAI.
  • Abuse Notification: Immediately notify support@denaroai.com of any suspected misuse or abuse of the Platform, either by DenaroAI's systems or your team.

You acknowledge and agree that the final responsibility for legal compliance, data accuracy, and ethical collection conduct rests solely with You. Any misuse of the Service can result in legal action against You and your respective company.

ARTICLE 3A: SMS PROGRAM AND MESSAGING

Description of SMS Program

DenaroAI operates an SMS messaging program that allows our Clients to communicate with End-Users regarding invoice status, payment reminders, collection efforts, and account updates through text message (SMS). The SMS program is designed to facilitate efficient communication between DenaroAI and End-Users on behalf of our Clients in compliance with all applicable laws and regulations.

Messaging Use Cases:

  • Payment reminders and invoice notifications
  • Collection communications and payment arrangements
  • Account status updates and inquiries
  • Automated responses to End-User messages

How to Opt-Out

End-Users may opt out of SMS communications at any time by:

  • Replying "STOP" to any SMS message received from DenaroAI
  • Replying "UNSUBSCRIBE" to any SMS message
  • Contacting support@denaroai.com with an opt-out request

Once an opt-out request is received, DenaroAI will cease SMS communications to that number within a reasonable timeframe. You will receive a confirmation message confirming your opt-out request.

Message and Data Rates Disclosure

Important:Message and data rates may apply. Standard message and data rates charged by the End-User's wireless carrier will apply to all SMS communications sent and received. Rates vary by wireless carrier and End-User plan. DenaroAI is not responsible for any carrier charges or fees incurred by the End-User.

Clients should inform End-Users that:

  • Wireless carriers may charge SMS messaging rates according to their standard plans
  • End-Users should check with their wireless carrier for specific rate information
  • Frequency of messages depends on the Outreach Schedule and the type of messages being communicated to the End-User (e.g., nearing an expired card, outstanding invoices)

Carrier Liability Disclaimer

DenaroAI is not liable for any delays in message delivery or failure to deliver SMS messages due to circumstances beyond our control, including but not limited to:

  • Wireless carrier network outages or technical issues
  • Service disruptions or maintenance performed by wireless carriers
  • End-User device malfunction or incompatibility
  • Incorrect, outdated, or inactive phone numbers provided by the Client
  • End-User account suspension or service termination by their wireless carrier
  • Message filtering or blocking by End-User devices or carrier systems

Neither the wireless carriers nor DenaroAI is responsible for any delays, failures, or errors in message delivery or for any SMS-related technical issues. Clients are responsible for maintaining accurate End-User contact information and ensuring compliance with all carrier regulations.

ARTICLE 3B: END-USER CONSENT AND COMPLIANCE RESPONSIBILITIES

Client Responsibility for Consent

IMPORTANT: Client is solely responsible for obtaining, maintaining, and documenting all necessary and valid consent from End-Users before providing their contact information (particularly mobile phone numbers) to DenaroAI for any messaging purposes, including SMS, email, or voice communications.

Client represents and warrants that:

  • All End-Users have been informed of the purpose and scope of communications
  • All End-Users have explicitly agreed to receive SMS, email, and/or voice communications regarding their invoices and accounts
  • End-Users provided their contact information voluntarily and knowingly
  • Client has documented the consent and retains these records

Consent Documentation Requirements

Client must maintain timestamped records that document:

  • Date and Time: The exact date, time, and timezone when the End-User provided consent
  • Consent Form Language: The exact text or copy of the consent form, checkbox, or request that the End-User agreed to (e.g., "I consent to receive SMS messages regarding my invoice and account status")
  • Method of Consent: How the consent was obtained (web form, phone, email, etc.)
  • Consent Proof: Evidence that the End-User affirmatively agreed (e.g., checked box, digital signature, recorded confirmation)
  • End-User Identifier: The specific End-User's name, phone number, or account ID

Compliance with Opt-Out and Keyword Requirements

Client acknowledges and agrees that:

  • No "START" Keywords Required: DenaroAI does not use keyword opt-in methods (such as "START", "YES", or similar commands) as these are not required when Client has obtained prior express written consent
  • Opt-Out Instructions in All Messages: All SMS messages sent by DenaroAI on behalf of Client will include opt-out instructions, such as "Reply STOP to opt out"
  • Opt-Out Processing: DenaroAI will honor all opt-out requests and add opted-out End-Users to a suppression list within a reasonable timeframe

Liability for Consent Violations

Client assumes all responsibility and liability for:

  • Any claims, fines, or penalties arising from lack of or improper End-User consent
  • Any violation of TCPA, GDPR, CCPA, CAN-SPAM, or other applicable messaging regulations
  • Any failure to maintain documentation of consent or consent form language
  • Any disputes with End-Users regarding the scope or nature of communications

DenaroAI is not liable for any claims related to lack of consent, and Client indemnifies and holds harmless DenaroAI from any legal action, fines, or damages arising from Client's failure to obtain proper consent or maintain consent documentation.

Audit Rights

DenaroAI reserves the right to audit Client's consent records and documentation to verify compliance with applicable laws and these Terms. Failure to provide adequate documentation of consent upon request may result in suspension or termination of Service.

ARTICLE 4: LINKS TO OTHER WEBSITES

Our Service may contain links to third-party websites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

We strongly advise You to read the terms of service and privacy policies of any third-party websites or services that You visit.

ARTICLE 5: PAYMENT TERMS AND FEES

Monthly Service Fee and Billing

Client agrees to pay a monthly Service Fee as specified in the Service Agreement or order confirmation. The monthly Service Fee is charged on the billing anniversary date via Stripe or other payment processor selected by DenaroAI.

Billing Cycle and Percentage-Based Fee

Your billing period runs from your sign-up anniversary date to the same date of the following month. For example, if you signed up on the 17th, your billing period runs from the 17th to the 17th of the next month. If applicable, a percentage-based fee may be applied and calculated on the total amount of invoices facilitated by the DenaroAI platform during that same billing period. Both the monthly Service Fee and any percentage-based fee are combined and charged together on your billing anniversary date.

If a percentage fee applies, the fee structure and rate will be communicated to Client in writing and confirmed before services commence. DenaroAI may update the percentage fee with thirty (30) days' written notice to Client. Any updated percentage fee will apply to billing periods beginning after the notice date.

Payment Processing

All payments are processed through Stripe or other payment processors designated by DenaroAI. Client authorizes DenaroAI to charge the payment method on file for all fees due. Client is responsible for maintaining valid and current payment information.

You agree to comply with the terms of service of the payment processor (e.g., Stripe) and acknowledge that DenaroAI is not responsible for any issues arising from your failure to comply with such terms. You can find Stripe's Terms of Service here.

Late Payment

Any unpaid fees or charges become due immediately upon invoice. DenaroAI reserves the right to suspend or terminate Service access for accounts with overdue balances.

ARTICLE 6: TERMINATION

We may terminate or suspend Your access to the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms of Service or applicable laws and regulations.

Upon termination, Your right to use the Service will cease immediately. Any outstanding fees or balances owed to DenaroAI prior to termination remain fully due and payable. DenaroAI may close active Outreach Schedules upon termination, and any applicable cancellation fees or outstanding service fees will apply.

ARTICLE 7: LIMITATION OF LIABILITY

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of these Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service in the twelve (12) months preceding the event giving rise to the claim. If You have not purchased anything through the Service, the liability shall be limited to 100 USD.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of these Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

ARTICLE 8: "AS IS" AND "AS AVAILABLE" DISCLAIMER

The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the extent permitted maximumunder applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error-free, or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the Company's providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs, or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case, the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

ARTICLE 9: GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern these Terms and Your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws.

Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company at support@denaroai.com.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

ARTICLE 10: SEVERABILITY AND WAIVER

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter, nor shall the waiver of a breach constitute a waiver of any subsequent breach.

ARTICLE 11: CONTACT US

If you have any questions about these Terms of Service, You can contact us:

  • By Email: support@denaroai.com
  • By Visiting this page on our website: https://denaroai.com/terms

Last Updated: December 24, 2025