Terms of Service

These Terms of Service ("Terms") form a binding legal agreement between Sales Magnet 360, LLC, a Colorado limited liability company ("Company," "we," "us," or "our"), and the individual or entity that registers for, accesses, or uses the Services ("Client," "you," or "your"). Company and Client are each a "Party" and together the "Parties."

By clicking "I agree," executing an order form, creating an account, accessing a Sub-Account, paying an invoice, or otherwise using the Services, you represent that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "Client" refers to that entity.

If you do not agree to these Terms, you may not access or use the Services.

These Terms incorporate by reference: the Billing and Payment Terms, the Privacy Policy, the Acceptable Use Policy set forth in Section 9, and any Order Form, Statement of Work, or written proposal executed by the Parties (each, an "Order Form"). In the event of conflict, the order of precedence is: (1) a signed Order Form, (2) these Terms, (3) the Billing and Payment Terms, (4) all other referenced documents.

"Client Data" means contact records, lead data, communications content, files, and other data that Client or Client's End Users submit to or generate within the Platform through Client's Sub-Account.

"Configurations" means the workflows, automations, pipelines, funnels, forms, surveys, triggers, custom fields, custom objects, tag taxonomies, prompt libraries, AI agent instructions, snapshot templates, dashboards, reporting structures, and other logic, architecture, and setup created, licensed, or deployed by Company.

"End User" means any individual authorized by Client to access the Sub-Account, and any consumer, lead, patient, customer, or contact whose information Client processes through the Platform.

"Platform" means the software-as-a-service customer relationship management, marketing automation, and communications platform that Company licenses and makes available to Client, which is built upon and delivered through technology owned and operated by the Underlying Platform Provider.

"Services" means the Platform access, Sub-Account provisioning, Configurations, onboarding, implementation, support, training, agentic and AI-enabled features, and any professional or managed services described in an Order Form.

"Sub-Account" means the discrete tenant environment within the Platform provisioned to Client by Company.

"Underlying Platform Provider" means HighLevel Inc. (d/b/a GoHighLevel) and its affiliates, successors, and assigns, together with any replacement or successor platform provider Company may designate.

4.1 Grant. Subject to Client's continuous compliance with these Terms and full payment of all fees, Company grants Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable right to access and use the Services and Configurations solely for Client's own internal business operations during the Term.

4.2 Reservation of Rights. All rights not expressly granted are reserved by Company and its licensors. No license is granted by implication, estoppel, or otherwise. This is a license, not a sale. Client acquires no ownership interest in the Platform, the Configurations, or any Company intellectual property.

4.3 Prohibited Conduct. Client shall not, and shall not permit or enable any third party to:

(a) resell, sublicense, rent, lease, lend, distribute, franchise, time-share, or provide the Services to any third party, or operate the Sub-Account as an agency, reseller, or service bureau for others;

(b) create sub-accounts, tenant environments, or client environments within or derived from Client's Sub-Account for any party other than Client's own legal entity;

(c) copy, export, screenshot, transcribe, replicate, clone, reverse-engineer, decompile, disassemble, or otherwise derive or attempt to derive the structure, logic, or source of the Configurations, whether manually, programmatically, or with the assistance of artificial intelligence tools;

(d) export, transfer, share, publish, or redeploy any snapshot, workflow, automation, funnel, template, prompt, agent instruction set, or tag taxonomy provided by Company into any account, environment, or platform other than Client's own Sub-Account;

(e) access or use the Services to build, train, benchmark, market, or operate a competing product or service, or provide the Services to a competitor of Company;

(f) circumvent, disable, or interfere with security, rate-limiting, usage-metering, or authentication features;

(g) use bots, scrapers, crawlers, or automated means to extract data from the Platform other than through documented, authorized APIs;

(h) share, resell, or provide login credentials to any person who is not an authorized End User of Client;

(i) remove, alter, or obscure any proprietary notice, branding, or attribution; or

(j) use the Services in any manner that violates applicable law or the Acceptable Use Policy.

4.4 Direct Engagement / Non-Circumvention. During the Term and for twelve (12) months after termination, Client shall not use Company's Configurations, architecture, documentation, training materials, or methodology to establish, operate, or migrate to a direct account with the Underlying Platform Provider or with any other reseller, in whole or in part. Client may lawfully open its own independent account built from its own or third-party materials; it may not port, replicate, or seed such an account with Company's Configurations. Breach of this Section entitles Company to injunctive relief and to liquidated damages equal to twelve (12) months of Client's then-current recurring fees, which the Parties agree is a reasonable estimate of harm and not a penalty.

5.1 Company Property. As between the Parties, Company exclusively owns all right, title, and interest in and to: the Configurations; all snapshots, templates, playbooks, frameworks, and methodologies; all training materials, documentation, SOPs, and onboarding content; all prompt engineering, agent instructions, knowledge bases, and AI system architecture; Company's trademarks, service marks, trade dress, logos, and brand assets; and all derivative works, modifications, and improvements to any of the foregoing, regardless of whether developed at Client's request, at Client's direction, or using Client's input. Any deliverable produced under an Order Form is licensed, not assigned, unless a written assignment is separately executed and paid for.

5.2 Client Data. As between the Parties, Client owns Client Data. Client grants Company a worldwide, royalty-free, non-exclusive license to host, copy, transmit, display, process, and modify Client Data solely as necessary to provide, secure, support, and improve the Services, to comply with law, and to enforce these Terms.

5.3 Client Marks. Client grants Company a limited license to use Client's name, logo, and marks within the Sub-Account and in Company's client roster, website, portfolio, and case studies. Client may opt out of external publicity use at any time by written notice to Company; internal and Platform use continues for the Term.

5.4 Feedback. Any suggestion, idea, enhancement request, or feedback Client provides is granted to Company on a perpetual, irrevocable, worldwide, royalty-free, fully-paid basis, without attribution or compensation, and Company may exploit it without restriction.

5.5 Aggregated Data. Company may collect, generate, and use aggregated and de-identified data derived from use of the Services for benchmarking, analytics, product development, and marketing, provided such data does not identify Client or any End User.

Client is solely responsible for:

(a) the accuracy, quality, legality, and provenance of all Client Data, and for having a lawful basis to collect, store, and process it;

(b) obtaining and maintaining verifiable, documented consent from every End User before any marketing, promotional, or transactional communication is sent through the Platform;

(c) all activity occurring under Client's Sub-Account and credentials, including activity by employees, contractors, agencies, or unauthorized parties who gain access through Client's failure to secure credentials;

(d) designating and maintaining at least one Primary Administrator with authority to make binding decisions, approve changes, and receive notices, and notifying Company in writing of any change;

(e) Client's own compliance with all laws, regulations, licensing requirements, and industry standards applicable to Client's business, including professional licensing, advertising, medical, financial, and consumer-protection rules;

(f) maintaining its own privacy policy, terms of service, consent language, and disclosures on all Client-owned properties, forms, and funnels;

(g) all third-party accounts, integrations, domains, DNS records, and credentials Client connects to the Sub-Account;

(h) reviewing, verifying, and approving all content, automations, and communications before deployment; and

(i) maintaining independent backups of Client Data.

8.1 Term. These Terms begin on the Effective Date and continue through the initial term stated in the Order Form (or, if none, month-to-month), renewing automatically for successive periods of equal length unless cancelled in accordance with the Billing and Payment Terms.

8.2 Termination by Client. Client may cancel effective at the end of the then-current billing period by submitting written notice through the method and within the notice window specified in the Billing and Payment Terms. Cancellation does not entitle Client to a refund of prepaid or partial-period fees.

8.3 Suspension and Termination by Company. Company may suspend or terminate the Services, in whole or in part, immediately and without liability, upon: (a) non-payment; (b) a chargeback or payment dispute; (c) breach of Sections 4, 6, 7, or 9; (d) conduct that Company reasonably believes creates legal, regulatory, security, reputational, or carrier risk; (e) abusive, threatening, harassing, or defamatory conduct toward Company personnel; (f) Client's insolvency, assignment for benefit of creditors, or bankruptcy filing; or (g) action or direction by the Underlying Platform Provider. Company may also terminate for convenience upon thirty (30) days written notice, in which case Company will refund any prepaid, unused fees for the terminated period as Client's sole remedy.

8.4 Effect of Termination. Upon termination: (a) all licenses granted to Client terminate immediately; (b) Client's access to the Sub-Account ends; (c) all outstanding fees become immediately due; (d) Client shall immediately cease all use of, and permanently delete all copies of, the Configurations and Company materials in its possession; and (e) Company will make Client Data available for export for fifteen (15) days following termination, provided Client's account is paid in full. After that window, Company may permanently delete all Client Data and Sub-Account contents without further notice or liability. Company has no obligation to retain, archive, or reconstruct deleted data. Assisted export services are available at Company's then-current professional services rate.

8.5 Survival. Sections 2, 3, 4.3, 4.4, 5, 7, 8.4, 8.5, 9, 10, 11, 12, 13, 14, 15, and 16 survive termination.

Client shall not use the Services to: violate any law or third-party right; infringe intellectual property; transmit malware, viruses, or harmful code; conduct unauthorized penetration testing or vulnerability scanning; send unsolicited commercial communications; harvest, purchase, rent, or scrape contact lists; impersonate any person or entity; publish defamatory, obscene, harassing, discriminatory, or violent content; facilitate fraud, deceptive practices, or unlawful gambling; store or transmit payment card data outside a compliant processor; or interfere with, overload, or degrade the Platform or any third-party system. Company may investigate suspected violations and cooperate with law enforcement, and may disclose Client Data as required by law or valid legal process.

10.1 Nature of AI Output. The Services may include AI-powered agents, conversational assistants, content generation, summarization, lead scoring, and automated decision support. AI output is probabilistic, not deterministic. It may be inaccurate, incomplete, outdated, biased, or fabricated, and may vary between identical inputs.

10.2 No Professional Advice. AI output does not constitute legal, medical, financial, tax, accounting, psychological, or other professional advice, and shall not be relied upon as such. Client is solely responsible for reviewing, verifying, editing, and approving all AI-generated content before it is published, transmitted, or acted upon.

10.3 Client Responsibility. Client is solely responsible for: all consequences of AI-generated communications sent from its Sub-Account; compliance with any law requiring disclosure that a consumer is interacting with an AI system (including applicable state AI-disclosure and chatbot statutes); ensuring AI agents do not make unauthorized representations, offers, pricing commitments, guarantees, or contractual promises; and configuring appropriate human escalation paths.

10.4 Third-Party Models. AI features may be delivered through third-party model providers. Company does not control model behavior, availability, output, training practices, or pricing, and makes no warranty regarding them.

10.5 Prohibited AI Uses. Client shall not use AI features to generate content that is deceptive, discriminatory, defamatory, or unlawful; to impersonate a specific real individual without authorization; or to make automated decisions with legal or similarly significant effects on individuals without lawful basis and appropriate human review.

The Services interoperate with third-party products (including the Underlying Platform Provider, telephony and messaging providers, email providers, payment processors, AI model providers, calendar and video providers, advertising platforms, and integration middleware). Client's use of such services is governed by those providers' own terms and privacy policies, which Client is responsible for reviewing and accepting. Company is not a party to, and assumes no liability arising from, Client's relationship with any third-party provider, including outages, data loss, security incidents, account suspensions, price increases, policy changes, or discontinuation.

12.1 No Business Associate Relationship. The Services are not provided as HIPAA-compliant by default, and Company is not a Business Associate of Client, unless the Parties have executed a separate written Business Associate Agreement (BAA) and Client has paid any applicable compliance-tier fee.

12.2 Prohibition. Absent an executed BAA, Client shall not upload, transmit, store, or process Protected Health Information (PHI) as defined under HIPAA, nor any electronic PHI, through the Sub-Account.

12.3 Other Regulated Data. Client shall not process payment card data (except through a compliant processor's hosted fields), Social Security numbers, government identification numbers, biometric identifiers, precise geolocation, financial account credentials, children's data subject to COPPA, or information subject to GLBA, FERPA, or substance-use-disorder confidentiality rules, without Company's prior written approval and appropriate contractual safeguards.

12.4 Indemnity. Client shall indemnify Company in full for all claims, penalties, breach-notification costs, and regulatory actions arising from Client's introduction of regulated data in violation of this Section. This indemnity is uncapped.

THE SERVICES, PLATFORM, CONFIGURATIONS, AND ALL DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS LICENSORS, SUPPLIERS, OFFICERS, MEMBERS, EMPLOYEES, AND CONTRACTORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

COMPANY DOES NOT WARRANT THAT: the Services will be uninterrupted, timely, secure, or error-free; defects will be corrected; the Services will meet Client's requirements or expectations; message deliverability, inbox placement, or carrier throughput will be achieved; data will not be lost, corrupted, or delayed; the Services are free of vulnerabilities; or the Services will produce any particular business result.

NO SERVICE LEVEL AGREEMENT. Unless a written SLA is separately executed, Company provides no uptime, availability, response-time, or resolution-time guarantee. Support response targets communicated by Company are goals, not commitments.

No advice or information, oral or written, obtained from Company creates any warranty not expressly stated herein.

Some jurisdictions do not allow exclusion of certain warranties; in such jurisdictions, the above exclusions apply to the fullest extent permitted by law.

14.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY OR ITS LICENSORS, SUPPLIERS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, DATA, LEADS, CONTACTS, OR USE, OR FOR BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR COST OF SUBSTITUTE SERVICES, however caused and under any theory of liability (contract, tort, negligence, strict liability, warranty, or otherwise), EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES and even if a limited remedy fails of its essential purpose.

14.2 Aggregate Cap. COMPANY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE LESSER OF (a) THE TOTAL FEES ACTUALLY PAID BY CLIENT TO COMPANY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) ONE THOUSAND FIVE HUNDRED U.S. DOLLARS ($1,500.00).

14.3 Excluded Matters. Company shall have no liability whatsoever for: acts or omissions of the Underlying Platform Provider or any third-party service; carrier filtering, blocking, throttling, or number deactivation; deliverability, spam placement, or domain or IP reputation; Client's own compliance failures; loss or corruption of Client Data; unauthorized access resulting from Client's credential handling; Client's business decisions; or events described in Section 3.

14.4 Allocation of Risk. Client acknowledges that the fees reflect this allocation of risk and that Company would not provide the Services on these economic terms absent these limitations. These limitations apply notwithstanding any failure of essential purpose.

14.5 Limitations Period. Any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the claim accrues, or it is permanently barred.

Client shall defend, indemnify, and hold harmless Company and its officers, members, managers, employees, contractors, agents, licensors, and successors from and against any and all third-party claims, demands, suits, proceedings, regulatory actions, damages, judgments, fines, penalties, settlements, losses, liabilities, and expenses (including reasonable attorneys' fees and costs of defense) arising out of or relating to:

(a) Client Data, Client content, Client's offers, advertising, or business practices; (b) Client's communications, consent practices, list acquisition, or carrier registrations (Section 7); (c) Client's breach or alleged breach of these Terms or any representation herein; (d) Client's violation of any law or third-party right, including privacy, publicity, IP, and consumer-protection rights; (e) Client's introduction of PHI or other regulated data in violation of Section 12; (f) unauthorized access to or use of the Sub-Account through Client's credentials or personnel; (g) any dispute between Client and its End Users, customers, employees, or contractors; and (h) Client's use of AI-generated output.

Company shall provide notice of the claim and may, at its own election and expense, participate in the defense with counsel of its choosing. Client shall not settle any claim in a manner that admits fault by Company, imposes obligations on Company, or fails to fully release Company, without Company's prior written consent.

17.1 Confidential Information. Each Party may access non-public information of the other, including pricing, Configurations, methodologies, roadmaps, financials, and customer information ("Confidential Information"). The receiving Party shall use at least reasonable care to protect it, shall use it only to perform under these Terms, and shall not disclose it except to personnel with a need to know who are bound by comparable obligations. Obligations survive for five (5) years after termination, and indefinitely for trade secrets. Exclusions apply for information that is public through no fault of the receiver, independently developed, or lawfully received from a third party. Disclosure compelled by law is permitted with prompt notice where lawful.

17.2 Non-Solicitation. During the Term and for twelve (12) months thereafter, Client shall not directly or indirectly solicit for employment or engagement any employee or contractor of Company with whom Client had contact through the Services. A general public advertisement not targeted at such persons is not a violation. Breach entitles Company to liquidated damages equal to fifty percent (50%) of the person's first-year total compensation.

18.1 Modification. Company may modify these Terms at any time by posting the revised version with an updated "Last Updated" date and, for material changes, providing notice by email or in-Platform notification at least fifteen (15) days before effectiveness. Continued use after the effective date constitutes acceptance. If Client does not agree, Client's sole remedy is to cancel in accordance with the Billing and Payment Terms.

18.2 Assignment. Client may not assign or transfer these Terms, by operation of law, merger, change of control, or otherwise, without Company's prior written consent. Company may assign freely, including to an affiliate or in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation is void.

18.3 Force Majeure. Neither Party is liable for failure or delay (excluding payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, fire, flood, war, terrorism, civil unrest, labor action, epidemic or pandemic, governmental action, utility or internet failure, cyberattack, denial-of-service attack, carrier failure, or the act, omission, outage, or discontinuation of the Underlying Platform Provider or any third-party service.

18.4 Independent Contractors. The Parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise, fiduciary, or employment relationship.

18.5 No Third-Party Beneficiaries. Except that the Underlying Platform Provider and Company's licensors are intended third-party beneficiaries of Sections 3, 4, 5, 13, and 14, these Terms confer no rights on any third party.

18.6 Notices. Notices to Company must be sent in writing to the address or email designated on Company's website and are effective upon confirmed receipt. Notices to Client may be sent to the email or address on file and are deemed received twenty-four (24) hours after sending. Client is responsible for keeping its contact information current.

18.7 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions remain in full force.

18.8 No Waiver. No failure or delay in exercising a right operates as a waiver. A waiver is effective only if in writing and signed by the waiving Party, and applies only to the specific instance.

18.9 Entire Agreement. These Terms, together with the incorporated documents, constitute the entire agreement and supersede all prior or contemporaneous proposals, representations, sales statements, demonstrations, marketing materials, and understandings, whether oral or written. Client acknowledges it has not relied on any representation not expressly set forth herein. Any purchase order, vendor portal, or supplier terms issued by Client are void and of no effect.

18.10 Electronic Signatures and Records. The Parties consent to transact electronically. Electronic signatures, click-acceptance, and electronic records have the same legal effect as handwritten signatures and paper records.

18.11 Export and Sanctions. Client represents that it is not located in, and is not a national of or controlled by any party in, a country subject to U.S. embargo, and is not on any U.S. government restricted-party list.

18.12 Headings. Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." These Terms shall not be construed against the drafting Party.