Terms and Conditions of Use and Services

1. Services and LGM's Role

1.1 Technology and Marketing Services

LGM provides technology-enabled marketing, CRM, sales automation, client communication, implementation, integration, training, support, and related digital marketing services.

The Services may include CRM functionality, workflows, automations, landing pages, forms, email, SMS/MMS, telephone capabilities, voicemail functionality, integrations, reporting, AI-enabled tools, and related services.

1.2 Third-Party Technology

Some Services are provided through, integrated with, or dependent upon third-party platforms and providers, including GoHighLevel/LeadConnector, telecommunications providers, mobile carriers, payment processors such as Stripe, artificial intelligence providers, domain and email providers, and other vendors ("Third-Party Services").

LGM does not own or control all Third-Party Services and cannot guarantee their continued availability, functionality, pricing, approval requirements, delivery practices, policies, or performance.

1.3 LGM Is Not an Insurance Agency

LGM is not an insurance company, insurance agency, insurance producer, broker, underwriter, or claims administrator. LGM does not sell insurance or provide insurance, underwriting, coverage, or claims advice.

Customers are solely responsible for their insurance activities, licensing, recommendations, representations to prospects and customers, regulatory obligations, and insurance transactions.

1.4 LGM Is Not a Lead Seller

LGM does not sell leads.

The Services may integrate with independent lead providers selected or used by Customer so that leads or contact information can be delivered into Customer's account.

Unless LGM expressly agrees otherwise in writing, the lead provider and Customer are solely responsible for their relationship, including lead acquisition, lead generation, disclosures, consent, legality, accuracy, source, quality, exclusivity, and permitted use.

Connecting a lead provider to the Services does not constitute LGM's endorsement, verification, certification, or guarantee of that provider or its leads.

2. Accounts and Authorized Users

2.1 Customer Responsibility

Customer is responsible for its account and for all persons to whom Customer provides or permits access, including owners, employees, contractors, agents, affiliates, vendors, consultants, and other users ("Authorized Users").

Customer is responsible for the acts and omissions of its Authorized Users relating to the Services as if they were Customer's acts or omissions.

2.2 Credentials and Security

Customer and Authorized Users must:

• maintain the confidentiality of login credentials;
• use reasonable account-security practices;
• use multifactor authentication when required or made available;
• promptly remove access for terminated or unauthorized users;
• maintain appropriate user permissions; and
• promptly notify LGM of suspected unauthorized access.

Accounts and credentials may not be shared with unauthorized persons.

2.3 Competitive Access

Customer may not provide access to the Services, directly or indirectly, to a person or entity that operates, develops, owns, advises, works for, or materially assists a business that competes with LGM's CRM, marketing-automation, communications, or related technology services without LGM's prior written consent.

Customer must promptly notify LGM if an Authorized User becomes affiliated with such a competitor.

3. Fees, Billing and Payments

3.1 Subscription Fees

Customer agrees to pay all subscription fees, setup fees, service fees, usage charges, third-party charges, taxes, and other amounts applicable to the Services.

Subscriptions automatically renew according to the applicable subscription term unless canceled in accordance with these Terms or the applicable order form.

3.2 Usage-Based Charges

Certain Services may be billed based on usage, including telephone numbers, telephone calls, SMS/MMS, email, AI usage, telecommunications, registrations, or other consumption-based services.

Usage charges may include charges imposed by LGM's upstream providers.

Customer authorizes LGM to charge its payment method or prepaid balance for these amounts.

3.3 Payment Method

Customer must maintain a valid payment method and accurate billing information.

Customer authorizes LGM and its payment processors to charge amounts due under these Terms and any applicable order form.

Payment-card information may be processed and maintained by third-party payment processors such as Stripe. LGM does not intend to store full payment-card numbers within the CRM.

3.4 Failed Payments

LGM may suspend or restrict Services for overdue amounts, failed payments, expired payment methods, chargebacks, insufficient prepaid balances, or other payment failures.

Suspension does not eliminate Customer's obligation to pay amounts already incurred.

3.5 Billing Disputes

Customer must notify LGM in writing of an alleged billing error within 45 days after the applicable invoice or charge.

Failure to provide timely notice may constitute acceptance of the charge to the fullest extent permitted by law.

3.6 Refunds

Monthly subscription fees are non-refundable except where expressly required by law or covered by a separate written LGM guarantee or promotion.

For prepaid annual agreements, unless an applicable order form provides otherwise, any permitted early-termination refund will be calculated by applying LGM's applicable monthly subscription rate to the period during which the Services were available and refunding any remaining prepaid balance.

Usage charges, third-party charges, telecommunications charges, registration fees, and other amounts already incurred are non-refundable except in the event of a confirmed billing error.

3.7 Promotional Guarantees

Any LGM guarantee, trial, promotional offer, or performance commitment applies only if expressly offered in writing and is governed by the specific eligibility requirements and conditions of that offer.

No promotional guarantee modifies these Terms except to the extent the written guarantee expressly states otherwise.

4. Customer Data

4.1 Ownership

"Customer Data" means information submitted, imported, transmitted, generated, received, or maintained in Customer's account on Customer's behalf, including prospect and customer names, email addresses, telephone numbers, lead-source information, communications, notes, and related CRM information.

As between LGM and Customer, Customer retains ownership of Customer Data.

4.2 License to Process Customer Data

Customer grants LGM and its service providers a limited right to host, access, transmit, process, copy, and otherwise use Customer Data as reasonably necessary to:

• provide the Services;
• provide support;
• maintain and secure the Services;
• comply with law;
• investigate violations or security incidents; and
• enforce LGM's agreements.

4.3 Customer Responsibility for Customer Data

Customer represents and warrants that it has all rights, permissions, notices, authorizations, consents, and other lawful bases necessary to collect, possess, upload, import, process, disclose, and use Customer Data through the Services.

Customer is responsible for:

• the source of Customer Data;
• its accuracy;
• its legality;
• the purposes for which Customer uses it;
• compliance with applicable privacy and communications laws;
• responding to applicable privacy requests; and
• determining whether particular communications may lawfully be sent to a particular person.

Possession of an email address or telephone number does not, by itself, establish consent or authority to call, text, email, or otherwise contact that person.

4.4 Restricted Sensitive Information

Unless LGM expressly authorizes a particular use in writing, Customer may not use the Services to store sensitive information for which the Services are not designed, including:

• Social Security numbers;
• government-issued identification numbers;
• bank-account credentials;
• complete payment-card information;
• medical or health records;
• passwords or authentication secrets belonging to third parties; or
• other highly sensitive information requiring specialized protections not offered by the Services.

Customer is responsible for ensuring its employees and integrations comply with this restriction.

4.5 Privacy Roles

LGM generally processes Customer Data to provide the Services on Customer's behalf.

Where required, the parties' respective obligations as controller, business, processor, service provider, or other legally defined role may be addressed in an applicable Data Processing Addendum.

5. Lead Providers, Imported Data and Contact Lists

5.1 Customer-Selected Lead Sources

Customer is responsible for every lead source, contact list, data source, and lead provider used with the Services.

Customer must conduct appropriate due diligence before using a third-party provider.

5.2 Third-Party Leads

Customer may not assume that a lead is lawful to contact merely because:

• a lead provider delivered it;
• the provider describes the lead as "TCPA compliant" or similar;
• the lead entered the CRM through an automated integration;
• the lead was purchased;
• the lead was shared with other businesses;
• the contact previously requested information from another company; or
• a telephone number or email address appears valid.

Customer is responsible for determining the rights and consent applicable to each lead and each proposed communication.

5.3 Prohibited or Restricted Sources

Customer may not use the Services with unlawfully obtained or harvested data.

Without adequate documentation establishing lawful possession and use, Customer may not use:

• scraped or harvested contact information;
• data obtained through fraud or deception;
• data obtained from a prior employer or agency without authorization;
• purchased, rented, shared, affiliate, comparison-shopping, aged, or third-party lists where Customer cannot establish lawful use; or
• data of unknown or unverifiable origin.

5.4 Lead Evidence

Customer must maintain records reasonably sufficient to demonstrate the source and permitted use of leads and Customer Data and must provide relevant records to LGM upon reasonable request relating to a complaint, investigation, carrier issue, legal demand, or suspected violation.

6. Communications Compliance

6.1 Customer Controls Communications

As between LGM and Customer, Customer is responsible for communications made through Customer's account.

Customer determines:

• who is contacted;
• which lead or contact source is used;
• what message is sent;
• the purpose of the communication;
• when it is sent;
• how frequently the person is contacted;
• the communication channel;
• whether automation is used; and
• the legal basis and consent relied upon.

For communications initiated through Customer's account, Customer is the applicable sender, caller, seller, message originator, or other responsible communicating party except where LGM expressly communicates on its own behalf.

6.2 Applicable Laws

Customer must comply with all laws and regulations applicable to its communications, including where applicable:

• the Telephone Consumer Protection Act ("TCPA");
• Federal Communications Commission rules;
• the Telemarketing Sales Rule ("TSR");
• National and company-specific Do Not Call requirements;
• the CAN-SPAM Act;
• state telemarketing, autodialing, texting, privacy, and "mini-TCPA" laws;
• call-recording and interception laws;
• state and federal consumer-protection laws;
• applicable privacy laws; and
• carrier, telecommunications-provider, messaging-provider, and registration requirements.

Customer is responsible for determining which requirements apply to its business and communications.

6.3 Consent

Customer must obtain and maintain all consent required for the communication, recipient, sender, purpose, channel, technology, frequency, and content involved.

Where prior express written consent, written authorization, or another heightened form of permission is required, Customer must obtain it before initiating the communication.

Consent must not be used beyond its lawful scope.

6.4 Consent Records

Customer must maintain records reasonably sufficient to establish applicable consent and permitted use, which may include:

• the consumer's identity;
• telephone number or email address;
• date and time of consent;
• consent language;
• source page or form;
• seller or business identified in the consent;
• applicable channels;
• signature or affirmative action;
• source URL;
• lead provider;
• IP address or other available technical evidence; and
• subsequent revocations or opt-outs.

Records must be maintained for at least the period required by applicable law and must be provided to LGM upon reasonable request when relevant to a complaint, investigation, regulatory matter, or carrier inquiry.

6.5 Do Not Call Requirements

Customer is responsible for:

• maintaining any required company-specific Do Not Call list;
• using the National Do Not Call Registry when applicable;
• obtaining any required subscription to that registry;
• applying lawful exemptions correctly;
• maintaining required procedures and records; and
• training personnel involved in telemarketing.

6.6 Opt-Outs and Revocations

Customer must promptly honor all applicable opt-outs, consent revocations, unsubscribe requests, Do Not Call requests, STOP requests, and similar requests.

Customer may not:

• delete or bypass a suppression record;
• reimport an opted-out person to resume communications;
• move the person to another workflow to avoid an opt-out;
• use another telephone number or user account to circumvent the request; or
• reactivate communications without a valid new legal basis or consent.

A new campaign, workflow, integration, user, imported list, or telephone number does not erase an existing opt-out or revocation.

6.7 Commercial Email

Customer is responsible for ensuring commercial email complies with applicable requirements concerning sender identity, subject lines, advertising disclosures, physical-address information, unsubscribe mechanisms, and timely honoring of opt-out requests.

6.8 SMS and MMS

Customer is responsible for lawful texting practices, including consent, registration, identification, required disclosures, content, frequency, quiet hours, opt-outs, carrier rules, and messaging-provider requirements.

Carrier or A2P registration does not establish that Customer has legally sufficient consumer consent.

6.9 Prerecorded, Artificial or AI-Generated Voice and Ringless Voicemail

Customer may use artificial intelligence, automation, and related features made available through the Services, including features provided by HighLevel/LeadConnector and other Third-Party Services, subject to these Terms and applicable provider requirements.

When Customer uses prerecorded voice, artificial or AI-generated voice, outbound Voice AI calling, ringless voicemail, or similar technology to communicate with a person, Customer is responsible for determining whether applicable law permits the communication and for obtaining and maintaining all required consent, disclosures, authorizations, and records.

Customer is also responsible for compliance requirements applicable to inbound AI voice interactions, including any required disclosures, call-recording notices, or consents.

LGM may restrict, disable, or require additional approval for particular voice or automated-communication technologies where reasonably necessary for legal, carrier, provider, security, or risk-management purposes.

6.10 Call Recording

Customer is solely responsible for determining whether calls may be recorded and for providing and obtaining any notices and consents required by applicable law.

6.11 Calling Times and Frequency

Customer is responsible for applicable calling-hour, quiet-hour, frequency, abandonment, caller-identification, and related requirements.

6.12 Customer Vendors and Employees

Customer's responsibilities under this Section apply equally to communications conducted by its employees, contractors, vendors, agents, lead providers, telemarketers, or other persons acting on its behalf.

7. Campaigns, Workflows, Templates and Automation

7.1 Customer Approval

Customer is responsible for reviewing and approving its campaigns, workflows, automations, templates, scripts, recipients, settings, timing, and content before use.

7.2 LGM Assistance Does Not Transfer Responsibility

LGM may assist Customer with setup, configuration, templates, workflows, strategy, implementation, or recommendations.

Such assistance does not make LGM responsible for Customer's legal compliance or transfer Customer's responsibility for its campaign, audience, consent, data, message, offer, product, or communications.

7.3 No Legal Advice

LGM does not provide legal advice.

Templates, workflows, settings, training, documentation, recommendations, examples, or compliance-related functionality are general operational resources and are not a substitute for advice from Customer's legal counsel.

7.4 Changes to Campaigns

Customer is responsible for reviewing the compliance impact of material changes to:

• recipients;
• lead sources;
• messaging;
• channels;
• technology;
• timing;
• frequency;
• consent language;
• offers; or
• campaign purpose.

LGM may require Customer to reconfirm or certify compliance before activating or continuing particular functionality.

7.5 Artificial Intelligence

AI-enabled functionality may produce incomplete, inaccurate, inappropriate, or unexpected output.

Customer is responsible for reviewing AI-generated material before using it and for determining whether such use is appropriate and lawful.

LGM does not guarantee the accuracy, completeness, originality, or legal compliance of AI-generated output.

8. Monitoring, Investigation and Suspension

LGM may monitor use of the Services to the extent reasonably necessary for security, support, billing, carrier compliance, service integrity, complaint handling, investigation, or enforcement of these Terms.

LGM may immediately restrict, pause, block, or suspend any account, user, campaign, workflow, integration, telephone number, messaging channel, feature, or other Service if LGM reasonably believes:

• these Terms have been violated;
• applicable law may have been violated;
• required consent or evidence is unavailable;
• Customer is circumventing an opt-out or suppression;
• a carrier or provider has issued a warning or restriction;
• complaint, spam, or opt-out activity presents unreasonable risk;
• Customer's registration information is inaccurate or misleading;
• a lead source presents unreasonable legal or compliance risk;
• the account is compromised;
• Customer's use threatens LGM or other customers;
• LGM's intellectual property or confidential information may be misused;
• access is being used for competitive purposes;
• payment is overdue; or
• a carrier, provider, governmental authority, or other authorized party requires or reasonably requests action.

LGM may request records or other information reasonably necessary to investigate the matter.

Failure by LGM to monitor, detect, block, or object to activity does not constitute approval or acceptance of that activity.

9. Third-Party Services and Provider Requirements

Customer agrees that additional terms, acceptable-use requirements, registration requirements, privacy policies, carrier rules, and technical limitations may govern Third-Party Services.

Customer agrees to comply with applicable Third-Party Service requirements when using them through the Services.

Third parties may, without LGM's control:

• reject registrations;
• suspend telephone numbers;
• filter or block communications;
• change pricing;
• impose surcharges;
• throttle traffic;
• classify calls as spam;
• change APIs or functionality;
• modify their services; or
• discontinue products.

LGM is not responsible for such third-party actions except to the extent directly caused by LGM's breach of these Terms or other liability that cannot lawfully be excluded.

10. Telephone Numbers

10.1 Provisioned Numbers

Telephone numbers made available through the Services are subject to availability and to the rights and requirements of telecommunications providers and numbering authorities.

Assigning a telephone number for Customer's use does not transfer ownership of that number.

10.2 Porting Numbers Into the Services

Customer represents that it has authority to port any telephone number submitted for porting.

Customer must provide accurate information and required documentation, which may include:

• letters of authorization;
• account information;
• customer-service records;
• service addresses;
• billing records;
• PINs or passcodes; and
• other carrier-required information.

Customer authorizes LGM and its providers to submit port requests and related documentation on Customer's behalf.

10.3 Porting Delays

LGM does not guarantee that a port will be approved or completed by a particular date.

Customer should not terminate its existing telecommunications service until the port is complete.

10.4 Porting Numbers Out

Subject to applicable law and provider requirements, Customer may request port-out of an eligible telephone number assigned to Customer's active account.

Customer is responsible for:

• providing accurate receiving-provider information;
• completing required authorizations;
• cooperating with verification;
• maintaining applicable service while the port is pending; and
• paying charges incurred until the number has successfully ported or service is otherwise terminated.

LGM will not unreasonably interfere with a lawful port-out.

10.5 Post-Termination Numbers

Customer should initiate port-out before terminating Services when continued use of a telephone number is important.

LGM cannot guarantee continued availability of a number after account termination.

Unless prohibited by law, a number not ported in a timely manner may eventually be released, disconnected, or reassigned in accordance with provider requirements.

10.6 A2P, Caller ID and Number Reputation

Registrations, caller-ID settings, messaging registrations, reputation data, spam classifications, emergency-service settings, recordings, workflows, and related configurations may not transfer with a telephone number.

Customer may need to re-register services after a port.

10.7 No Fax Services

Unless expressly agreed in a separate writing, LGM does not provide fax services or support fax telephone numbers or fax-number porting.

Customer should not represent that a number provided through the Services is a supported fax number.

11. Intellectual Property

11.1 LGM Materials

"LGM Materials" include LGM's proprietary or licensed:

• software configurations;
• workflows;
• automations;
• templates;
• campaigns and sequences;
• forms;
• scripts;
• prompts;
• AI configurations;
• custom fields and structures;
• integrations;
• dashboards;
• reporting structures;
• training materials;
• documentation;
• methods;
• processes;
• systems;
• know-how;
• code;
• designs;
• improvements; and
• other materials developed, configured, or provided by LGM.

LGM Materials do not include Customer Data or intellectual property owned by an independent third-party platform provider merely because that third-party functionality appears within the Services.

11.2 Ownership

Except where an applicable written order expressly states otherwise, LGM and its licensors retain all right, title, and interest in LGM Materials.

Payment for Services does not transfer ownership of LGM Materials to Customer.

11.3 Limited License

While Customer's account is active and in good standing, LGM grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use LGM Materials solely for Customer's own internal business activities through the Services.

11.4 Restrictions

Customer may not, without LGM's written permission:

• copy or reproduce LGM Materials outside permitted use of the Services;
• sell, sublicense, transfer, publish, distribute, or commercialize LGM Materials;
• reverse engineer LGM's implementation;
• reconstruct or clone LGM workflows, automations, templates, or configurations for use outside the Services;
• use LGM Materials to develop, operate, support, or improve a competing service;
• provide LGM Materials or access to a competitor;
• use screenshots, demonstrations, training, documentation, or internal materials for competitive development;
• remove proprietary notices;
• conduct benchmarking for competitive purposes; or
• circumvent technical or contractual restrictions intended to protect LGM Materials.

11.5 Competitive Businesses

Nothing in these Terms prohibits Customer from lawfully competing with LGM using independently developed information, technology, expertise, or materials that do not use or derive from LGM Materials or LGM Confidential Information.

However, Customer's lawful access to the Services does not authorize Customer to use LGM Materials, Confidential Information, account access, or non-public knowledge obtained through the Services to create, support, market, or operate a competing service.

11.6 User Deletion Does Not Eliminate Responsibility

Removing an Authorized User does not eliminate Customer's responsibility for that user's conduct while the user had access to the Services.

12. Confidential Information

"Confidential Information" means non-public information disclosed by or relating to a party that reasonably should be understood to be confidential, including business methods, pricing, technology, account information, security information, customer information, software configurations, workflows, documentation, and trade secrets.

Each party will:

• use the other party's Confidential Information only for purposes of the relationship;
• limit access to persons with a legitimate need to know; and
• use reasonable measures to prevent unauthorized disclosure.

Confidential Information does not include information that the receiving party can demonstrate:

• is publicly available through no breach of these Terms;
• was lawfully known without confidentiality obligations;
• was lawfully received from another source without confidentiality restriction; or
• was independently developed without use of the other party's Confidential Information.

A party may disclose Confidential Information when required by law, subpoena, or court order, subject to legally permitted notice to the other party.

13. Customer Content

Customer retains ownership of content created or supplied by Customer, including logos, trademarks, advertisements, offers, scripts, photographs, text, and other materials ("Customer Content").

Customer represents that Customer has all rights necessary for LGM to use Customer Content in providing the Services.

Customer is responsible for Customer Content and for claims that it:

• infringes intellectual-property rights;
• violates privacy or publicity rights;
• is false, misleading, or deceptive;
• violates advertising law; or
• is otherwise unlawful.

14. Prohibited Use

Customer may not use the Services to:

• violate any law or regulation;
• send unlawful spam or unauthorized communications;
• engage in fraud, deception, harassment, threats, or abuse;
• distribute malware or harmful code;
• infringe intellectual property, privacy, publicity, or other rights;
• impersonate another person or entity;
• misrepresent Customer's identity, affiliation, campaign, consent, or messaging registration;
• attempt unauthorized access to any system or account;
• interfere with the operation or security of the Services;
• circumvent usage limits or safeguards;
• scrape the Services;
• access the Services for unauthorized competitive intelligence;
• create or assist a competing service through unauthorized use of LGM Materials or Confidential Information; or
• permit another person to engage in prohibited activity through Customer's account.

15. Privacy and Security

Customer is responsible for the privacy and security practices within Customer's organization, including:

• selection of Authorized Users;
• permissions;
• credential security;
• device security;
• lawful collection of Customer Data;
• lawful disclosure and use of Customer Data; and
• compliance with Customer's own privacy notices and obligations.

LGM will use reasonable safeguards appropriate to the Services for systems and data under LGM's control.

No Internet-connected service is completely secure, and LGM does not warrant that unauthorized access, security incidents, transmission errors, or third-party attacks can never occur.

Customer must promptly notify LGM of suspected unauthorized access or a security incident involving the Services.

Use of the Services is also subject to LGM's Privacy Policy and any applicable Data Processing Addendum.

16. Service Availability and Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS TO THE FULLEST EXTENT PERMITTED BY LAW.

LGM DOES NOT WARRANT OR GUARANTEE:

• uninterrupted or error-free operation;
• continuous availability of Third-Party Services;
• deliverability of email or text messages;
• successful completion of telephone calls;
• inbox placement;
• carrier approval;
• A2P or messaging registration;
• telephone-number availability;
• caller-ID treatment;
• avoidance of spam labeling;
• lead accuracy, quality, exclusivity, legality, or conversion;
• sales, appointments, revenue, profitability, or return on investment;
• search-engine, advertising, or marketing results;
• accuracy of AI-generated output; or
• that Customer's particular use of the Services complies with every law applicable to Customer.

To the fullest extent permitted by law, LGM disclaims implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Nothing in this Section limits any warranty that cannot lawfully be excluded.

17. Indemnification

To the fullest extent permitted by law, Customer will defend, indemnify, and hold harmless LGM and its affiliates, members, officers, employees, contractors, agents, successors, and assigns from claims, demands, actions, proceedings, investigations, losses, damages, judgments, settlements, penalties to the extent lawfully indemnifiable, costs, and reasonable attorneys' fees arising out of or relating to:

1. Customer's use of the Services;
2. Customer's or an Authorized User's violation of these Terms;
3. Customer Data, Customer Content, contact lists, lead sources, or imported data;
4. the acquisition, source, accuracy, ownership, disclosure, processing, or use of Customer Data;
5. Customer's lead providers, vendors, employees, agents, contractors, or other third parties;
6. Customer's calls, texts, emails, prerecorded or artificial-voice communications, ringless voicemail, recordings, campaigns, advertisements, workflows, or other communications;
7. actual or alleged violations of the TCPA, TSR, CAN-SPAM Act, Do Not Call requirements, call-recording laws, state communications laws, privacy laws, consumer-protection laws, carrier requirements, or similar laws or rules resulting from Customer's conduct;
8. the existence, validity, scope, adequacy, or revocation of consent relied upon by Customer;
9. failure by Customer to honor an opt-out, unsubscribe request, revocation, suppression, or Do Not Call request;
10. Customer's use of purchased, shared, affiliate, aged, scraped, imported, or third-party leads or data;
11. Customer Content, offers, insurance representations, scripts, recordings, advertisements, products, or services;
12. Customer's infringement or alleged infringement of third-party rights; or
13. conduct of Customer's Authorized Users.

LGM will provide reasonable notice of a claim for which it seeks indemnification.

LGM may participate in the defense with counsel of its choice.

Customer may not settle an indemnified claim in a manner that admits wrongdoing by LGM, imposes obligations on LGM, restricts LGM's business, or fails to fully release LGM without LGM's prior written consent.

18. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, LGM AND ITS AFFILIATES, MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS, AND PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITIES, OR EXPECTED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF LGM ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR THE PARTIES' RELATIONSHIP WILL NOT EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID TO LGM BY CUSTOMER DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

For purposes of the preceding cap, subscription fees do not include taxes, pass-through telecommunications charges, usage charges, carrier charges, third-party fees, advertising spend, or amounts collected for third-party services.

The limitations apply regardless of legal theory, including contract, tort, negligence, strict liability, statutory liability, or otherwise.

Nothing in these Terms excludes or limits liability to the extent such liability cannot lawfully be excluded or limited.

19. Complaints, Claims and Investigations

Customer must promptly notify LGM if Customer becomes aware of a complaint, carrier inquiry, governmental inquiry, subpoena, demand, threatened claim, lawsuit, security incident, or regulatory proceeding that materially relates to Customer's use of the Services or could reasonably involve LGM.

Customer must reasonably cooperate with LGM in investigating and responding to such matters, including preserving and providing relevant:

• consent records;
• lead-source records;
• communications;
• contact histories;
• workflow information;
• audit information;
• opt-out records; and
• user information.

Customer may not make admissions or representations on LGM's behalf without LGM's authorization.

20. Suspension and Termination

20.1 Customer Termination

Customer may terminate Services in accordance with its subscription, order form, and these Terms.

Termination does not eliminate obligations or charges incurred before termination.

20.2 LGM Suspension

LGM may suspend Services immediately where permitted under Section 8 or where reasonably necessary to protect LGM, Customer, consumers, providers, carriers, other customers, or the integrity of the Services.

Suspension may occur while LGM investigates suspected misconduct and does not constitute a final determination that Customer violated these Terms.

20.3 LGM Termination

LGM may terminate an account immediately for:

• material violation of these Terms;
• illegal or fraudulent conduct;
• misuse of LGM intellectual property or Confidential Information;
• unauthorized competitive access or competitive use;
• serious communications-compliance violations;
• intentional circumvention of opt-outs or safeguards;
• security abuse;
• repeated provider or carrier violations;
• material misrepresentations;
• nonpayment; or
• conduct creating material legal, regulatory, security, or business risk to LGM.

For other remediable breaches, LGM may, at its discretion, provide an opportunity to cure.

20.4 Pay-as-You-Go or Account Preservation

If Customer terminates its primary subscription but elects to retain telephone numbers or other usage-based functionality, LGM may offer a limited, paused, retained, or Pay-as-You-Go account option.

Applicable usage and third-party charges continue until those services are terminated or numbers are ported or released.

20.5 Data Following Termination

Customer is responsible for exporting Customer Data that it wishes to retain before account access ends.

LGM does not guarantee indefinite retention of Customer Data following termination.

Any post-termination access or data-retrieval assistance may be subject to technical availability, provider limitations, security requirements, and additional fees.

Termination does not entitle Customer to receive copies of LGM Materials except as expressly authorized by LGM.

21. Changes to the Services or Terms

LGM may modify the Services as technology, providers, laws, security requirements, business needs, or industry practices change.

LGM may update these Terms from time to time.

For material changes affecting existing customers, LGM may provide notice by email, through the Services, on the Terms webpage, or through another reasonable method.

Continued use after the effective date of updated Terms constitutes acceptance except where applicable law requires a different form of consent.

22. Governing Law and Venue

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

Unless the parties agree otherwise in writing or applicable law requires another forum, any action arising out of these Terms or the Services must be brought in an appropriate state court in Camden County, New Jersey, or the United States District Court for the District of New Jersey, and each party consents to personal jurisdiction and venue there.

23. Equitable Relief

Unauthorized use or disclosure of LGM Materials, Confidential Information, trade secrets, or intellectual property may cause harm that cannot adequately be remedied by monetary damages alone.

LGM may seek injunctive, equitable, or other appropriate relief to prevent or stop such conduct, in addition to any other remedies available by law.

24. Force Majeure

LGM is not responsible for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, war, terrorism, civil disorder, governmental action, labor disruptions, Internet or telecommunications failures, carrier outages, cyberattacks, utility failures, or failures of third-party providers.

This Section does not excuse Customer's obligation to pay charges already incurred.

25. Assignment

Customer may not assign or transfer these Terms or its account without LGM's prior written consent.

LGM may assign these Terms in connection with a merger, acquisition, reorganization, financing, sale of assets, or transfer of the applicable business.

26. Order of Precedence

If documents governing the Services conflict, the following order applies unless a document expressly states otherwise:

1. a mutually executed order form or written agreement that expressly identifies the provision being modified;
2. an applicable Data Processing Addendum, solely with respect to data-processing matters;
3. these Terms; and
4. incorporated policies, guidelines, and acceptable-use requirements.

Third-Party Service terms separately govern the applicable third-party service.

27. Severability

If any provision of these Terms is determined to be invalid or unenforceable, it will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in effect.

28. Waiver

Failure by LGM to enforce any provision does not waive its right to enforce that provision or any other provision later.

29. No Third-Party Beneficiaries

Except for persons expressly entitled to indemnification under these Terms, these Terms do not create rights in any person or entity other than Customer and LGM.

30. Survival

Provisions that by their nature should survive termination will survive, including provisions concerning:

• payment obligations;
• Customer Data responsibilities;
• intellectual property;
• confidentiality;
• competitive-use restrictions;
• indemnification;
• limitation of liability;
• claims and cooperation;
• governing law; and
• remedies.

31. Entire Agreement

These Terms, together with applicable order forms and incorporated policies, constitute the agreement between Customer and LGM concerning the Services and supersede prior agreements concerning the same subject matter, except for separately executed agreements expressly intended to remain in effect.

32. Contact and Legal Notices

Direct questions about these Terms to Little Giant Marketing through the contact information published on LGM's website.

Formal Legal Notices to LGM

Unless otherwise agreed in writing, formal legal notices to LGM may be sent by email to or by tracked mail or recognized overnight courier to:

A formal legal notice sent to LGM by email is effective only when LGM acknowledges receipt by reply email or other written confirmation. If the sender does not receive acknowledgment within two business days, the sender must deliver the notice by tracked mail or recognized overnight courier.

This provision does not change any separate notice method expressly permitted elsewhere in these Terms, including ordinary account, billing, cancellation, or service communications. Nothing in this provision constitutes consent to service of legal process by email unless LGM expressly agrees otherwise in writing.

Back to top