Terms & Conditions

Service Description

The Service is a configured and customized instance of a third-party customer relationship management and marketing automation platform (HighLevel, Inc., "the Underlying Platform"), delivered to you on a software-as-a-service basis along with templates, workflows, snapshots, training, and support as described in your order or proposal.

You acknowledge that:

• The Service is built on the Underlying Platform and Company is a reseller/agency, not the developer of the Underlying Platform.
• Availability, features, and functionality of the Underlying Platform are controlled by HighLevel, Inc. and may change without notice.
• Company is not responsible for outages, defects, or changes originating from the Underlying Platform.

Account Registration and Access

You must provide accurate information and maintain the confidentiality of your login credentials. You are responsible for all activity under your account. You agree to notify Company immediately of any unauthorized use.

You must be at least 18 years old and authorized to bind the entity you represent.

Fees, Billing, and Auto-Renewal

3.1 Subscription Fees

You agree to pay the recurring fees stated at signup or in your order. Fees are billed in advance on a monthly or annual basis.

3.2 Auto-Renewal

Your subscription automatically renews at the end of each billing cycle at the then-current rate unless you cancel before the renewal date.

3.3 Payment Method

You authorize Company to charge your designated payment method for all fees. Failed payments may result in suspension or termination after 7 days' notice.

3.4 Price Changes

Company may change fees with at least 30 days' written notice (email is sufficient). Changes apply at your next renewal.

3.5 Taxes

Fees do not include sales, use, or similar taxes, which are your responsibility.

3.6 No Chargebacks

You agree to contact Company first to resolve billing disputes. Unjustified chargebacks may result in immediate termination and collection of unpaid amounts.

Term and Termination

4.1 Term

These Terms begin on your start date and continue until terminated.

4.2 Termination by You

You may cancel at any time by submitting a request through your account portal or emailing [email protected]. Cancellation takes effect at the end of the current billing cycle. No prorated refunds are issued for partial periods.

4.3 Termination by Company

Company may suspend or terminate your access for breach of these Terms, non-payment, abusive conduct, or violation of acceptable use, with or without notice.

4.4 Effect of Termination

Upon termination, your access ends and Company may delete your account data after 30 days. You are responsible for exporting your data before termination.

Refund Policy

All fees are non-refundable. By subscribing, you waive any right to a refund except where required by applicable law.

Note: Setup, onboarding, and customization fees are non-refundable in all cases. Monthly subscription fees may be reviewed at Company's sole discretion.

Acceptable Use

You agree not to:

• Use the Service to send spam, unsolicited messages, or content in violation of TCPA, CAN-SPAM, GDPR, or any applicable law.
• Send messages to phone numbers or email addresses without proper consent.
• Use the Service for any illegal, fraudulent, or harmful purpose.
• Reverse engineer, copy, resell, or sublicense the Service or its components.
• Share login credentials or allow unauthorized access.
• Upload viruses, malware, or harmful code.
• Use the Service to compete directly with Company or the Underlying Platform.

Violation may result in immediate suspension without refund.

Intellectual Property

7.1 Company IP

All workflows, automations, templates, snapshots, training materials, documentation, and proprietary content created by Company remain Company's exclusive property. You receive a limited, non-exclusive, non-transferable license to use these solely within the Service during your active subscription.

7.2 Underlying Platform IP

All rights to the Underlying Platform belong to HighLevel, Inc.

7.3 Your Data

You retain ownership of contacts, content, and data you upload ("Client Data"). You grant Company a limited license to use Client Data solely to provide the Service.

7.4 Feedback

Any feedback, suggestions, or ideas you provide may be used by Company without obligation or compensation.

Client Data, Privacy, and Compliance

8.1 Data Processing

Company processes Client Data in accordance with its Privacy Policy and applicable law.

8.2 Your Compliance Obligations

You are solely responsible for:

• Obtaining all necessary consents from your contacts (SMS, email, marketing).
• Honoring opt-outs and unsubscribe requests.
• Complying with TCPA, CAN-SPAM, GDPR, CCPA, CASL, and all applicable laws.
• Maintaining records of consent.

8.3 Indemnification for Data Violations

You agree to indemnify Company for any claims arising from your collection, use, or handling of Client Data.

Third-Party Services

The Service depends on third-party providers including HighLevel, Twilio, Mailgun, LC Phone, LC Email, and others. You agree to their respective terms of service. Company is not responsible for third-party outages, pricing changes, or feature changes.

Communication credits (SMS, email, voice, AI) consumed through the Service are billed at the rates set by Company or passed through from third-party providers and may change with notice.

Warranties and Disclaimers

Company does not warrant:

• That the Service will be uninterrupted, error-free, or secure.
• That the Service will produce specific business results, leads, sales, or revenue.
• That defects in the Underlying Platform will be corrected.

Any income claims, case studies, or testimonials are illustrative and not guarantees.

Limitation of Liability

Indemnification

You agree to indemnify, defend, and hold harmless Company, its officers, employees, and contractors from any claim, loss, or damage (including reasonable attorney's fees) arising from:

• Your use of the Service.
• Your violation of these Terms.
• Your violation of any law or third-party right.
• Your Client Data or messaging practices.

Service Level and Support

Company provides support during stated business hours through stated channels (email, chat, scheduled calls). Response times are targets, not guarantees. Uptime depends on the Underlying Platform and is not warranted by Company.

Modifications to Service and Terms

Company may modify the Service or these Terms at any time. Material changes will be communicated by email or in-app notice at least 15–30 days before taking effect. Continued use after the effective date constitutes acceptance.

Confidentiality

Each party agrees to protect the other party's confidential information with the same care it uses for its own, and not to disclose it except as required by law or to fulfill obligations under these Terms.

Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Michigan, without regard to conflict of law principles.

Arbitration

Any dispute will be resolved by binding arbitration under the rules of the American Arbitration Association, except either party may seek injunctive relief in court for IP or confidentiality breaches.

Class Action Waiver

You waive any right to participate in a class action against Company.

Miscellaneous

Entire Agreement

These Terms, along with any order, proposal, or signed agreement, constitute the entire agreement between the parties.

Severability

If any provision is unenforceable, the remaining provisions remain in effect.

Assignment

You may not assign these Terms without Company's written consent. Company may assign freely.

No Waiver

Failure to enforce a provision is not a waiver of future enforcement.

Force Majeure

Neither party is liable for delays caused by events beyond reasonable control.

Notices

Notices to Company must be sent to [email protected]. Notices to you may be sent to the email on file.