Announcement: Smarter Contact has acquired Launch Control to become the undisputed real estate market leader.
Announcement: Smarter Contact has acquired Launch Control to become the undisputed real estate market leader.
The following terms (whether singular or plural) shall be defined as follows:
These Terms of Service govern the use of this Service and the agreement between the User and the Company. They set out the rights and obligations of all users regarding the use of the Service.
User’s access to and use of the Service is conditioned on User’s acceptance of and compliance with these Terms of Service. These Terms of Service apply to all visitors, users, and others who access or use the Service.
By accessing or using the Service, the User agrees to be bound by these Terms of Service. If the User disagrees with any part of these Terms of Service, then the User may not access the Service.
User represents that User is over the age of 18. The Company does not permit those under 18 to use the Service.
User access to and use of the Service is also conditioned on the User’s acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes our policies and procedures for the collection, use, and disclosure of the User’s personal information when the User uses the Application or the Website, including processing by artificial intelligence services, and explains the User’s privacy rights and how the law protects the User. Please read our privacy policy in full before using our Service.
(a) Override of marketing claims. User explicitly acknowledges and agrees that any and all marketing materials, promotional literature, website text, sales presentations, product descriptions, or feature names provided by the Company—including, but not limited to, any explicit or implicit references to “unrestricted sending,” “no limits,” “unlimited campaigns,” “unrestricted volume,” or “limitless messaging/calling”—are intended strictly as marketing hyperbole or illustrative descriptions of package tiers. Such phrasing does not constitute a legal representation, warranty, or binding modification of these Terms of Service. In the event of any conflict, discrepancy, or inconsistency between the Company’s public-facing marketing materials and the text of these Terms of Service, these Terms of Service shall strictly govern and control. User explicitly acknowledges that terms like ‘no daily limits,’ ‘unrestricted sending,’ ‘unlimited campaigns,’ or ‘limitless messaging/calling’ are strictly financial billing classification tiers regarding un-capped native subscription layer limits. They do not convey an architectural right to bypass, nor do they waive the User’s sole, non-delegable duty to comply with statutory velocity limitations, downstream telecom network health safeguards, or strict state-mandated consumer contact caps. Furthermore, User explicitly acknowledges and agrees that any marketing references, product descriptions, or user interface labels referring to ‘built-in TCPA compliance,’ ‘compliance safeguards,’ ‘contact cleaning,’ ‘data scrubbing,’ ‘AI filters,’ or ‘compliance alerts’ are strictly administrative formatting, carrier deliverability, and heuristic monitoring utilities. Such features do not constitute legal advice, compliance certification, or an automated legal audit of the User’s campaigns. Specifically, ‘list cleaning’, ‘list validation’, ‘list scrubbing’, ‘phone number verification’, refers solely to technical telecom formatting (such as syntax verification, carrier lookup, or landline identification) and do not constitute scrubbing of telephone numbers against the National Do-Not-Call (DNC) Registry, state DNC lists, reassigned number databases, or litigation blacklists, nor does it verify whether the User possesses valid Prior Express Consent or Prior Express Written Consent. The Company makes no warranty that its automated safeguards will detect or prevent unlawful transmissions, and the User remains solely and non-delegably responsible for independent legal compliance prior to initiating any communication.
(b) Carrier compliance and mechanical limitations. Regardless of any feature naming conventions, the User’s right to access, utilize, or transmit communications through the Service is at all times strictly subject to, and conditional upon, the technical limitations, carrier restrictions, and compliance boundaries implemented by the Company or required by downstream telecommunications carriers, aggregators, mobile network operators, and regulatory authorities (including the TCR, FCC, and CTIA). The Company reserves the absolute right, at its sole and absolute discretion and without prior notice or liability to the User, to enforce:
(i) Volume caps. Rigid daily, hourly, or per-second volume restrictions on the total number of text messages transmitted or voice calls initiated;
(ii) Velocity blocks. Automated temporary or permanent transmission locks triggered by real-time traffic spikes or unvetted message volume;
(iii) Compliance throttling. Systemic delivery slowing or campaign pausing to safeguard network health, verify 10 DLC brand compliance, or preserve sending reputations; and
(iv) Account restrictions. The dynamic allocation, suspension, or limitation of inbound and outbound communication paths based on high opt-out (STOP) rates, elevated carrier error codes, traceback requests, or spam-filtering thresholds.
(v) Carrier Fee Pass-Through. User explicitly acknowledges that downstream mobile carriers and messaging aggregators may impose sudden, unilateral network access fees, spam penalties, compliance traceback fines, or unregistered traffic surcharges. User agrees that all such carrier-imposed fees, adjustments, or fines resulting from the User’s campaign activity or compliance failures shall be passed through directly to the User’s billing profile and collected automatically via the User’s authorized payment method.
(c) Waiver of reliance. User represents, warrants, and covenants that it has not relied, and will not rely, upon any “unrestricted” marketing claims as a basis for omitting required legal consent, evading TCPA/TSR obligations, bypassing state mini-TCPA laws, or assuming immunity from carrier-initiated blocking or network filters. Under no circumstances shall the enforcement of system throttling, volume caps, or velocity blocks by the Company constitute a breach of contract, a failure of service delivery, or grounds for a subscription fee refund or credit.
When a User creates an account on our platform, the User must provide accurate, complete, and current information at all times. Failure to do so constitutes a breach of the Terms and may result in the immediate termination of the User’s account on our Service.
The User is responsible for safeguarding the password used to access the Service and for any activities or actions performed under the User’s password, whether the User’s password is with our Service or a Third-Party application.
The User agrees not to disclose the User’s password to any third party. Users must notify us immediately upon becoming aware of any security breach or unauthorized use of their User account.
User may not use as a username the name of another person or entity, one that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than User without appropriate authorization, or a name that is otherwise offensive, vulgar, or obscene.
Sub-Accounts, Virtual Assistants, Contractors, and Agency Attribution. If User creates, provisions, or grants access to any sub-account, seat, team member, employee, independent contractor, Virtual Assistant (“VA”), marketing agency, or third-party client under User’s master Account, User agrees that every action, upload, configuration, API call, and outbound communication initiated through any such sub-account or credential shall be deemed for all legal and contractual purposes to be the direct, authorized act of the primary User Account holder. User assumes strict, absolute, and vicarious liability for all compliance obligations, carrier pass-through fees, and statutory violations arising from any sub-account or delegated user, and irrevocably waives any defense premised on ultra vires conduct, unauthorized employee or contractor actions, rogue Virtual Assistants, or lack of actual knowledge. User warrants that every individual or entity granted access to any sub-account or seat is at least eighteen (18) years of age and has been bound by User to comply with all restrictions in these Terms of Service.
The Company may, at its sole discretion, offer a limited version of its applications with a free trial for a limited period. Users may be required to enter their billing information in order to sign up for the Free Trial.
If the User enters their billing information when signing up for a Free Trial, the Company will not collect payment from the User until the Free Trial has expired. On the last day of the Free Trial period, unless the User cancels their Free Trial, the User will be automatically charged the applicable Subscription fees according to the User’s chosen Subscription Plan and Subscription Term.
At any time and without further notice, the company reserves the right to (i) modify the Terms of Service of the Free Trial offer or (ii) cancel its existing Free Trial offer.
(a) Recurring Subscription Term. The Service, or certain features thereof, is available exclusively through a paid Subscription. By purchasing a Subscription Plan (whether monthly, quarterly, yearly, or customized), User authorizes the Company to bill User on a prepaid, recurring basis in accordance with the selected Subscription Plan and Subscription Term until canceled by the User.
(b) Clear and conspicuous automatic renewal disclosure (fla. stat. § 501.165 & state arl compliance). Your subscription will automatically renew at the end of each subscription term for successive renewal terms equal in length to your initial subscription term (e.g., monthly, quarterly, semi-yearly, yearly, or customized), and your designated payment method will be automatically charged the applicable recurring subscription fee (plus applicable taxes) at the start of each renewal period, unless you cancel your subscription prior to the end of your current subscription term.
(c) Self-Service Cancellation Procedure. User may cancel their Subscription renewal at any time directly inside the Web Application by navigating to Account Settings ➔ Membership ➔ Unsubscribe. To avoid being billed for the next Subscription Term, User must complete the online cancellation workflow prior to 11:59 PM Eastern Time on the calendar day immediately preceding the scheduled renewal date.
(d) Statutory Renewal Reminders (Yearly and Multi-Month Terms). For any Subscription Term of twelve (12) months or longer (or any term exceeding six months where required by applicable state automatic renewal laws, including Florida Statutes § 501.165), the Company will send a written renewal reminder notice to the User’s registered account email address at least thirty (30) days, and no more than sixty (60) days, prior to the cancellation deadline for the upcoming renewal term. Such notice will clearly disclose that the Subscription will automatically renew unless canceled, the exact renewal date, the recurring renewal price, and a direct hyperlink or instructions to cancel online.
(e) Fee Adjustments Upon Renewal. The Company reserves the right to adjust Subscription list prices or recurring usage rates effective upon the start of a new Subscription Renewal term. If a price increase applies to User’s Subscription Plan, the Company will provide written notice via email to User’s registered email address at least thirty (30) days prior to the effective renewal date. If User does not agree to the revised pricing, User’s sole remedy is to cancel the Subscription prior to the renewal date in accordance with Subsection (c) above; continued maintenance of an active Subscription past the renewal date constitutes User’s affirmative acceptance of the updated fees.
During the Subscription Term and any Subscription Renewal terms, the User may choose to cancel their Subscription early, provided that we will not provide any refunds and the User promptly pays all unpaid fees due through the end of the existing Subscription Term. The User may cancel their Subscription Plan in the App at any time, at their discretion. The Smarter Contact customer-facing teams are not responsible for, nor authorized to process, Subscription cancellations on behalf of Users.
Upon cancellation or termination of the User’s Subscription, active telecommunications routing capabilities through the provisioned Numbering Resources shall cease within two (2) days, the associated phone numbers will be released back to mobile carriers, and 10 DLC campaigns will be set to inactive status.
Upon reactivating a Subscription, the User will have to reincur associated costs with re-registering their 10 DLC brand and campaigns for re-approval, and purchase new phone numbers via our Apps before texting and calling on their account can be resumed.
Upon cancellation, expiration, or termination of the User’s Account or Subscription, the Company shall have no contractual, statutory, or custodial obligation to store, archive, back up, or preserve the User’s contact lists, message content, call recordings, campaign logs, or compliance records, and may permanently delete or purge all active User interface (“UI”) content in the ordinary course of business without notice or liability.
User acknowledges that federal TCPA and state consumer protection statutes carry limitation periods of up to four (4) years or more, and User bears the sole, non-delegable legal obligation to independently export and archive all campaign logs, message content, and consent records prior to cancellation. To the extent permitted by applicable privacy laws, the Company may—strictly at its sole option and discretion, and without assuming any duty to User or any third party—retain an encrypted, non-identifiable transactional metadata trail (such as sender IP addresses, transmission timestamps, carrier status codes, and cryptographic hashes of destination numbers) for up to four (4) years exclusively for the Company’s own internal system audits, carrier traceback responses, and defensive legal tracing. Such optional metadata retention does not include message body content, does not constitute a general backup service, and grants the User no right of access, export, or retrieval absent a valid, binding court order or subpoena served upon the Company.
All purchases of products and services rendered by the Company to the User are final. All Subscription fees, usage fees, one-time purchases, or User in-app account credits are non-refundable. No exceptions.
We do not provide full or partial refunds if the User cancels their Subscription early, stops using the Subscription during any Subscription Term, forgets to cancel the Subscription, or for any other reason deemed the User’s responsibility.
User shall provide the Company with accurate and complete billing information, including full name, street address, state, zip code, telephone number, email, and a valid payment method.
Upon activating a Subscription, the User authorizes the company to attempt to collect payment for recurring Subscriptions, and recurring or one-time in-app purchases.
Should the User’s Subscription payment fail for any reason, the Company will use automated billing to collect the payment due and attempt to do so a total of eight (8) times in a period of seven (7) days. Should the Company be unable to collect the payment due or a payment dispute be opened by the User at any time, the User’s Subscription will be automatically canceled.
Prohibition on Bad-Faith Chargebacks and Liquidated Recovery Fee. User explicitly covenants and agrees not to initiate any credit card chargeback, ACH reversal, or payment dispute with any bank, card issuer, or payment processor for validly billed Subscription fees, usage charges, in-app credit purchases, or carrier pass-through fees/fines authorized under these Terms of Service (including disputes premised on User’s failure to cancel prior to renewal, carrier filtering/throttling, or account suspension resulting from User’s compliance breach). Any bad-faith or unsubstantiated payment dispute shall constitute a material breach of these Terms of Service and shall result in immediate Account termination and permanent forfeiture of all Numbering Resources and 10 DLC registrations. User irrevocably authorizes the Company to submit these Terms of Service, User’s digital click-wrap assent records, IP login logs, billing receipts, and platform transmission logs to the applicable financial institution or card network as conclusive evidence of authorization and service delivery. In the event User initiates a payment dispute that is resolved in the Company’s favor—or initiates any dispute in violation of this Section—User shall immediately owe and pay the Company a liquidated administrative chargeback recovery fee of one hundred dollars ($100) per disputed transaction (which the parties agree represents a reasonable pre-estimate of the Company’s internal forensic, administrative, and processor dispute expenses, and not a penalty), in addition to the full disputed principal amount, processor penalty fees, statutory interest, and all reasonable attorneys’ fees and collection costs incurred by the Company.
In addition to our list prices, we will bill the User for any applicable sales taxes for products and services purchased. Sales tax laws vary by state and local jurisdiction, and our payment processor automatically calculates them at checkout.
Upon a failed payment or inability to collect payment, the Company reserves the right to limit or restrict access to, and/or pause all access to, products and services until all unpaid invoices are paid in full.
According to 10 DLC regulations issued by the TCR, starting April 1st, 2022, all Users must provide accurate business information to meet carrier compliance requirements. The information required to start and continue services without interruption are: Name, Contact Number, Address, Email, EIN, Legal Company Name, and Sample Message.
Subscriptions will not be automatically canceled if the User’s 10 DLC application is not submitted or approved. Subscriptions will not be automatically canceled if the User’s phone numbers are not approved for texting and/or calling.
Users should submit their 10 DLC applications immediately upon starting their Subscription and purchase phone numbers immediately after their brand and campaign have been 10 DLC approved.
Users’ approved brands, campaigns, and phone numbers remain active as long as their Smarter Contact account Subscription is active.
The Company may provision or assign 10 DLC phone numbers, toll-free phone numbers, short code phone numbers, or other telecommunications numbering resources (collectively, “Numbering Resources”) to the User’s Account for use within the Service. The User acknowledges and agrees to the following regarding such Numbering Resources:
No ownership rights. Title to, control over, and ownership of all Numbering Resources assigned to the Account shall remain exclusively vested in the Company at all times. The Company grants User a highly restricted, temporary, revocable license to route traffic through such numbers. The Company reserves the right to strip, un-assign, recycle, or permanently decommission any assigned number at any time, for any reason, without notice or liability. All such resources are provisioned under the Company’s underlying wholesale upstream carrier accounts.
Subscriber of record. The Company (or its underlying telecommunications carriers) remains the sole “subscriber of record” for all assigned Numbering Resources under Federal Communications Commission (FCC) regulations, including but not limited to 47 CFR Part 52. The regulatory and statutory obligations of Local Number Portability (LNP) run exclusively between the underlying telecommunications carrier and the Company, not to downstream platform users or customers.
Restriction on port-out and number recovery. User explicitly covenants and agrees that Numbering Resources provisioned by the Company are the exclusive operational property of the Company and its wholesale upstream carriers. User is strictly prohibited from initiating, attempting, or authorizing any port-out request, number transfer, or regulatory migration of any assigned Numbering Resource to an external provider. Any such attempt shall be void ab initio, constitutes an immediate material breach of contract, and shall result in the instantaneous forfeiture and permanent cancellation of the subject Numbering Resource without notice.
Due to the nature of the Service and the volume of information submitted, we cannot and do not monitor all of the Materials posted or transmitted by you and other third-party information providers via the Service. User expressly agrees that we will not be liable to anyone for such posts or transmissions, and User’s posting, uploading, or transmission of such Materials is subject to User’s full indemnification and defense obligations under these Terms of Service.
(a) MUTUAL ACKNOWLEDGMENT OF MECHANICAL ARCHITECTURE. User explicitly acknowledges, agrees, and stipulates that the Service provided by the Company—including its web interfaces, mobile applications, messaging configurations, and call-routing pipelines—is strictly designed, manufactured, and maintained as a human-controlled software application. The parties agree that the platform lacks the capacity, capability, or technical architecture to operate as an Automated Telephone Dialing System (“ATDS”) as defined under the federal Telephone Consumer Protection Act (TCPA) (47 U.S.C. § 227 et seq.), or any subsequent regulatory or judicial interpretation thereof.
(b) NO RANDOM OR SEQUENTIAL GENERATION. User warrants and represents that they have independently audited the functionality of the platform and confirms that the Service does not and cannot store or produce telephone numbers to be called or texted using a random or sequential number generator. The Service lacks any native mechanical sequence capable of dialing numbers without human configuration, list curation, and manual file preparation. User is explicitly prohibited from trying to write, integrate, inject, or deploy any external algorithmic software script, macro, or robotic API designed to force the platform to sequentially or randomly generate phone numbers or automate outbound communication streams. User stipulates that numbers are only dialed following targeted data list curation and manual file upload and that no external programmatic execution will bypass the application’s sequential human review interface. User explicitly stipulates that the Service does not constitute an autodialer, predictive dialer, or automatic dialing machine under the law of any state or local jurisdiction. User further warrants they will not use external macro scripts, scrapers, or mechanically automated routines to trigger outbound communication segments.
(c) INDEPENDENT HUMAN DISCRETION REQUIRED. User acknowledges that the system requires extensive, mandatory human discretion, active configuration, and manual data preparation before any telecommunications can occur. No message can be legally or mechanically transmitted through the Service without a human operator manually executing the following structural prerequisites:
(i) Explicitly uploading and formatting a pre-existing contact database or list of unique phone numbers;
(ii) Manually choosing, reviewing, and assigning a specific list to a campaign segment;
(iii) Crafting, editing, and actively approving a localized text message template or call script;
(iv) Map-matching database fields to structural variables within the application; and
(v) Manually configuring all transmission parameters—including recipient selection, message content, timing rules, and pacing—and executing a physical, real-time command (e.g., clicking ‘Send’ or ‘Start campaign’ or pressing the ‘Start’ or ‘Enter’ keyboard action) to initiate the User-defined transmission sequence.
(d) TECHNICAL ARCHITECTURE ACKNOWLEDGMENT, NOTICE OF CLAIMS, AND UNAUTHORIZED MODIFICATION LIABILITY.
(i) Stipulation of Native Platform Functionality. User acknowledges and stipulates that, as manufactured, hosted, and provided by the Company, the Service operates solely as a human-initiated software utility and lacks the native technical capacity to store or produce telephone numbers using a random or sequential number generator. User agrees that any assertion in any dispute between User and the Company that the native Service constitutes an Automated Telephone Dialing System (“ATDS”) shall be evaluated strictly based on the platform’s unmodified, native software architecture.
(ii) Prohibition on External Automation and Liability Shift. User represents and warrants that User will not attach, integrate, inject, or deploy any third-party script, macro, bot, browser extension, webhook loop, or unauthorized external software to automate, alter, or bypass the Service’s human-initiated controls. If any third-party claim, class-action lawsuit, or regulatory investigation alleges that communications transmitted through User’s Account were sent via an ATDS, predictive dialer, or automated dialing machine, User acknowledges that any such automated functionality could only result from User’s unauthorized use of external tools, third-party integrations, or improper configuration in breach of these Terms. Any breach of this Subsection (d)(ii) shall trigger User’s full defense, fee-advancement, and indemnification obligations under the General Indemnification and Defense Obligations section of these Terms of Service.
(iii) Mandatory Litigation Notice and Defense Cooperation. In the event User is served with a demand letter, subpoena, regulatory inquiry, or legal complaint arising out of or relating to communications transmitted via the Service, User shall notify the Company in writing within five (5) business days of receipt and provide copies of all relevant pleadings and campaign logs. Nothing in these Terms shall be construed to restrict or prohibit any party from providing truthful testimony or complying with a valid court order or subpoena; however, User covenants not to assert any cross-claim, third-party complaint, or contribution demand against the Company premised on the native architecture of the Service.
(e) Multi-Line Dialer and Scheduled Workflow Architecture. User acknowledges that any multi-line calling features (“Power Dialer”) or time-delayed messaging sequences (“Workflows” or “Campaigns”) provided within the Service operate strictly as mechanical productivity utilities executing the User’s explicit, pre-set instructions. Specifically:
(i) No Predictive Algorithms. The Power Dialer does not utilize predictive algorithms, statistical abandonment formulas, or random/sequential number generators to originate calls; it dials only specific, human-curated telephone numbers uploaded by the User in the exact order selected by the User, solely while an active human agent is logged in and physically initiates the dialing session.
(ii) Deterministic Execution. Time-delayed follow-up messages execute strictly according to fixed, static time intervals manually programmed by the User prior to campaign launch and automatically terminate upon recipient reply or opt-out. User assumes sole responsibility for ensuring that multi-line dialing and scheduled follow-ups comply with federal and state call-abandonment rules (including TSR 16 C.F.R. § 310.4(b)(1)(iv)), curfews, and consent requirements.
The Service utilizes artificial intelligence (“AI”) or, as it is otherwise known, super intelligence (“SI”) services provided by third parties to enhance certain features, such as message template assistance, automated communications, and other capabilities (“AI Features” or “SI Features”). By using these AI Features and machine learning tools, you acknowledge and agree to specific Terms of Service. You authorize the Company to process and transmit message templates, contact information, and message content to third-party AI service providers for the purpose of generating and optimizing communications. If you choose to include any sensitive personal information in your messages or templates, you do so at your own risk and take full responsibility for any consequences. While we implement reasonable security measures, data transmitted to third-party AI providers is subject to their respective privacy policies and terms of service. Any claims arising from your inclusion of sensitive personal information in messages, prompts, or templates shall be governed by the General Indemnification and Defense Obligations section of these Terms of Service.
(a) Express Human-in-the-Loop Warranty. User explicitly represents, warrants, covenants, and stipulates as a material condition of these Terms of Service that the Service—including all Artificial Intelligence (“AI”) Features, Super Intelligence (“SI”) Features, AI Agents, message templates, multi-line dialer sessions, scheduled workflows, and drip campaigns—operates strictly as a human-controlled software utility and shall never be configured, deployed, or executed as an autonomous telecommunications broadcast system. Under no circumstances does the native platform possess, nor shall it be configured to possess, the capability to autonomously originate, finalize, queue, or transmit any outbound text message or voice call based on autonomous AI decision-making, machine-learning algorithmic paths, random or sequential number generation, or unverified external triggers.
(b) Mandatory Real-Time Human Initiation Prerequisite. Every single communication drafted, modified, or optimized by an AI Feature, AI Agent, or machine-learning tool operates exclusively as a conceptual drafting utility or inbound semantic filter and requires an independent, intervening human verification process. User guarantees that no outbound text message, voice call, multi-line dialer session, or scheduled follow-up sequence shall be mechanically, programmatically, or operationally released into the stream of commerce without a prior, deliberate, real-time physical human action by the User (such as clicking “Send” or “Start campaign,” tapping a screen, or pressing “Start” or “Enter”) after actively reviewing and explicitly approving the specific recipient list, message content, and delivery parameters. All subsequent scheduled messages or sequential dialing steps execute solely as a deterministic, mechanical fulfillment of the User’s explicit, pre-configured instructions and automatically terminate upon recipient reply or opt-out.
(c) Absolute Prohibition on Autonomous Triggers and External Bypass Tools. User is strictly prohibited from using, linking, or deploying any AI or SI features, algorithmic loops, third-party webhooks, scripts, bots, macros, browser extensions, or robotic process automation to bypass the requirement for an active human controller, sequentially or randomly generate phone numbers, text scraped leads, or trigger outbound transmissions based solely on time-elapsed system events or autonomous AI decision trees without a human reviewing and manually initiating that specific transmission segment.
(d) Disclaimer of AI Legal Compliance and User Liability. User acknowledges that the Company’s AI and machine-learning tools (including template builders, reply drafters, semantic opt-out filters, and campaign insights) are provided strictly as administrative and conceptual drafting utilities. The Company does not review, audit, validate, or certify that any AI-generated or AI-assisted text, template, timing, or workflow complies with the TCPA, the TSR, or state Mini-TCPA laws. User retains absolute, non-delegable legal responsibility for vetting all communications prior to manually initiating transmission, and any breach of this Section shall constitute an immediate material breach triggering User’s full defense, fee-advancement, and indemnification obligations under the General Indemnification and Defense Obligations section of these Terms of Service.
(e) System Monitoring and Immediate Termination Rights. The Company reserves the absolute right, without assuming any affirmative duty or obligation, to deploy system-level heuristics, velocity analysis, and behavioral monitoring to detect autonomous, robotic, or non-human-initiated activity. If the Company, in its sole and absolute discretion, suspects that an Account is bypassing the Human-in-the-Loop requirement, the Company may immediately, and without prior notice or liability, suspend, throttle, or permanently terminate the User’s Account and release all assigned Numbering Resources and 10 DLC registrations without refund or credit.
(a) Strict Prohibition Without Prior Express Written Consent. User explicitly acknowledges and agrees that under the federal Telephone Consumer Protection Act (47 U.S.C. § 227(b)), the Telemarketing Sales Rule (16 C.F.R. § 310.4), Federal Communications Commission (FCC) declaratory rulings, and analogous state telemarketing statutes, the transmission of any prerecorded voice message, ringless voicemail drop (“RVM”), soundboard audio, or artificial/AI-generated voice (“Synthetic Voice”) to a wireless telephone number or residential landline is strictly regulated regardless of whether an Automated Telephone Dialing System (“ATDS”) is utilized. User warrants, covenants, and represents as a material condition of this Agreement that User shall never upload, generate, schedule, or transmit any prerecorded message, voicemail drop, or Synthetic Voice through the Service unless User has obtained and documented valid, unambiguous, one-to-one Prior Express Written Consent (“PEWC”) from the called party that specifically names the User as the authorized caller and complies with all federal and state disclosure requirements.
(b) AI Voice Cloning and Synthetic Audio Warranties. To the extent the Service provides or integrates with tools capable of generating Synthetic Voice or text-to-speech audio, User retains sole, non-delegable responsibility for the creation, deployment, and legal compliance of such audio. User represents and warrants that:
(i) User possesses all necessary intellectual property rights, publicity rights, and explicit written biometric/voice-likeness releases for any human voice cloned, simulated, or utilized in any audio file;
(ii) User shall not utilize Synthetic Voice to impersonate any government official, emergency service, financial institution, or third party without express legal authority; and
(iii) User shall include all legally mandated artificial-voice disclosures and accurate caller identification at the beginning of every audio transmission.
(c) Mandatory Opt-Out Mechanism and Passive Conduit Status. User warrants that every prerecorded message, voicemail drop, or Synthetic Voice transmission initiated through the Service shall include a clear, conspicuous, and automated interactive opt-out mechanism (and/or a toll-free callback number) enabling the recipient to immediately revoke consent and be added to the User’s internal Do-Not-Call suppression list in strict compliance with 47 C.F.R. § 64.1200(b). User acknowledges that the Company acts strictly as a passive technological conduit for audio files uploaded or triggered by the User, does not audit or verify the existence of recipient consent, and assumes zero responsibility for determining whether a recipient’s telephone number is assigned to a wireless or residential service.
(a) Developer Tools Limited License Grant. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Developer Services to build and operate integrations for accounts you own or are authorized to manage on Smarter Contact. You do not acquire ownership of our APIs, docs, trademarks, or other IP. If you give us feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it. We may use de-identified or aggregated Developer Services telemetry to operate, secure, and improve the platform.
(i) Developer Integration Absolute Prohibition on Autopilot. If User utilizes ConnectSI Features, APIs, webhooks, or external developer tools, User warrants that any external middleware, CRM webhooks, or programmatic environments must execute an intervening, manual, real-time human affirmation step (e.g., a physical button click per transmission flight) inside the User’s ecosystem before hitting the Smarter Contact endpoint. User shall deploy strict hardware constraints preventing any loop from automatically pulsing data down to the pipeline. Any programmatic configuration that queues or sends messages dynamically without a human active event triggers an automated platform-wide zero-tolerance kill-switch, immediate Account termination without refund, and User’s full defense, fee-advancement, and indemnification obligations under the General Indemnification and Defense Obligations section of these Terms of Service.
(b) Programmatic Integrity, Webhook Endpoints, & Token Safety. Your account must accept the current Developer Terms (including the AUP) before first use of the Connectˢⁱ feature. Keep credentials confidential. Do not put secrets in public repositories or share them with people who should not have access. We may revoke or disable access we reasonably believe is compromised, abusive, or in breach. We reserve the right to expire sessions idle for at least 90 days.
You warrant each webhook destination is one you own or control (including your own automation tools and environments you operate for development or production), and that you may receive the data delivered there. Do not point webhooks at internal, private, loopback, or Smarter Contact infrastructure addresses. Destinations must use HTTPS. Verify our signature before trusting a payload.
Except for official integrations and automated data connections explicitly provisioned through authorized ConnectSI Features and configured directly inside the native user interface of the Application, the Company does not authorize any external system, reverse-engineered endpoint, unvetted middleware, or automated wrappers to interact directly with the platform architecture or Internal APIs.
(c) Centralized Platform Acceptable Use Policy (AUP). All data strings, programmatic records, synchronized CRM fields, and automated message payloads transmitted through ConnectSI Features remain at all times bound by the structural filtering systems, state curfew blocks, and human-intervening verification prompts required across the core Application pipeline. Do not use the Developer Services for anything illegal, deceptive, harmful, abusive, or harmful to Smarter Contact’s operations or sender/deliverability reputation. No unsolicited bulk messaging, phishing, scams, or deceptive commercial content. No spreading volume for a single business or brand across numbers, accounts, or sub-accounts to evade filters (“snowshoeing”). Do not circumvent rate, volume, or capacity limits.
The Service, including its user interface, workflows, communications systems, routing architecture, compliance controls, authentication methods, and any internal or non-public application programming interfaces (“Internal APIs”), are proprietary to the Company.
Except as expressly authorized in writing by the Company, User shall not, and shall not permit any third party to:
The Company reserves the right to immediately suspend, restrict, or terminate access to the Service, without notice, if the Company suspects any activity prohibited under this section.
The Company offers an “Auto Call Recording” feature within the Service that allows Users to automatically record inbound and/or outbound telephone transmissions. User explicitly acknowledges, stipulates, and agrees that this feature is completely inactive by default and can only be enabled through the User’s own manual, deliberate toggle activation within their account configuration settings. The physical act of toggling this feature on constitutes the User’s explicit administrative directive to the platform to record communications on the User’s behalf.
The Company functions strictly as a passive technological conduit and makes no representations, warranties, or legal certifications regarding the legality of call recording in any local, state, federal, or international jurisdiction. User represents, warrants, and covenants as a material condition of this Agreement that they will strictly comply with all applicable state and federal wiretapping, eavesdropping, and privacy laws prior to enabling the Auto Call Recording feature and throughout the duration of its use.
User explicitly guarantees that they will implement mandatory, automated, un-bypassable voice prompts (e.g., ‘This call is recorded for quality purposes’) or otherwise obtain legally binding, advance, verifiable all-party or one-party consent as strictly dictated by the regional jurisdiction of the recipient. User shall rely exclusively on their own legal counsel, and never on the platform, to determine regional consent requirements, area code presumptions, or state wiretapping compliance boundaries. User acknowledges that the physical act of enabling call recording creates a separate technological reality wherein the platform merely passes audio through. User agrees that it will hard-code an un-bypassable, mandatory audio warning into its call routing configuration. User agrees that the Company’s failure to audit or enforce this warning configuration shall never waive the User’s exclusive liability under state wiretapping acts.
User retains absolute, non-delegable liability for any unauthorized call interceptions, recording claims, or statutory privacy violations. Any claims, investigations, or liabilities arising out of or related to User’s activation, configuration, or use of call recording tools within the Service shall trigger User’s full defense, fee-advancement, and indemnification obligations under the General Indemnification and Defense Obligations section of these Terms of Service.
The User’s use of the Service must comply with all applicable laws and regulations, including, but not limited to, the Telemarketing Sales Rule (TSR), the Telephone Consumer Protection Act (TCPA), and state-specific analogs.
(a) Mandatory National, State, and Internal Do-Not-Call (DNC) Registry Scrubbing. User explicitly warrants, covenants, and represents as a material condition of this Agreement that, when uploading any contact list or initiating any voice call, text message, or voicemail drop through the Service, User shall independently or using the Company’s App, scrub all telephone numbers against:
(i) The Federal Trade Commission’s National Do-Not-Call Registry (16 C.F.R. § 310.4(b)(1)(iii)(B)) at least once every thirty-one (31) days using the User’s own valid Subscription Account Number (SAN);
(ii) All applicable state-specific Do-Not-Call registries (including, without limitation, registries maintained by Florida, Texas, Oklahoma, Pennsylvania, Missouri, and Indiana);
(iii) The User’s own internal, entity-specific Do-Not-Call suppression list (47 C.F.R. § 64.1200(d)), maintaining a written DNC policy, training personnel, and honoring all opt-out requests immediately—and in no event later than ten (10) business days from receipt or within any shorter timeframe mandated by FCC rules or state law; and
(iv) Applicable wireless number blocks and reassigned number databases (including the FCC Reassigned Numbers Database) to prevent calls or texts to reassigned wireless numbers without valid consent.
(b) Zero Company Scrubbing Duty, FCC Revocation of Consent Compliance (47 C.F.R. § 64.1200(a)(10)), and Suppression Synchronization. User explicitly acknowledges and agrees that the Company acts strictly as a passive software conduit and assumes zero obligation to maintain a Subscription Account Number (“SAN”) on User’s behalf, scrub User’s contact lists against the National Do-Not-Call Registry or state DNC lists, or cross-reference lists against the FCC Reassigned Numbers Database. Furthermore, with respect to federal and state consent-revocation mandates—including the FCC’s Revocation of Consent rules under 47 C.F.R. § 64.1200(a)(10)—User warrants, covenants, and agrees as follows:
(i) Non-Standard and Natural-Language Revocations. While the Service may include automated keyword filtering for standard opt-out commands (such as “STOP,” “QUIT,” “END,” “REVOKE,” “OPT OUT,” “CANCEL,” or “UNSUBSCRIBE”) or heuristic AI semantic alerts, the Company makes no warranty or guarantee that its software or AI filters will detect, flag, or suppress non-standard, colloquial, misspelled, or natural-language revocations of consent (such as “wrong number,” “leave me alone,” “take me off your list,” or “don’t text me again”), or revocations communicated via voice calls, voicemails, or emails. User bears the sole, non-delegable legal obligation to actively review all inbound replies across all channels, recognize any revocation of consent communicated by a recipient through any reasonable means, and process full suppression within the statutory ten (10) business day window (or any shorter period mandated by state law);
(ii) Cross-Campaign and Multi-Account Suppression. User acknowledges that automated keyword suppression within the Service operates strictly at the technical level configured by the User and does not automatically synchronize opt-out lists across separate sub-accounts, distinct business entities, external CRMs, or unrelated campaign segments unless explicitly mapped and verified by User. In strict compliance with 47 C.F.R. § 64.1200(a)(10), User shall treat any unclarified opt-out request as an immediate, universal revocation of consent across all campaigns and communications sent by or on behalf of User; and
(iii) Opt-Out Confirmation Messages. If User configures or transmits a one-time opt-out confirmation message, User retains sole responsibility for ensuring such confirmation contains zero marketing or promotional content, is transmitted within five (5) minutes of receipt of the opt-out request, and is followed by zero subsequent communications.
(c) Established Business Relationship (EBR) and Exemption Burden. To the extent User relies upon an Established Business Relationship (“EBR”), prior inquiry, or any statutory exemption to contact a telephone number listed on a federal or state DNC registry, User bears the sole legal and evidentiary burden of proving such exemption with contemporaneous, timestamped business records and acknowledges that an EBR never overrides a recipient’s direct internal opt-out request.
(d) Truth in Caller ID Act, STIR/SHAKEN, and Accurate Caller Identification. User explicitly warrants, covenants, and represents as a material condition of this Agreement that User shall strictly comply with the Truth in Caller ID Act of 2009 (47 U.S.C. § 227(e)), Federal Communications Commission (“FCC”) caller identification regulations (47 C.F.R. § 64.1600 et seq.), the Telemarketing Sales Rule (16 C.F.R. § 310.4(a)(8)), and all state caller identification statutes. Specifically, User shall never:
(i) Cause any Numbering Resource, caller identification service, or messaging header to knowingly transmit misleading, spoofed, falsified, or inaccurate caller identification information with the intent to defraud, cause harm, or wrongfully obtain anything of value;
(ii) Display or transmit any telephone number or alphanumeric sender ID that the User is not legally authorized to use, or that cannot accept inbound return telephone calls or text messages during normal business hours to process opt-out requests;
(iii) Engage in “snowshoeing,” dynamic number rotation, area-code spoofing (“local presence” misrepresentation), or campaign fragmentation designed to evade downstream carrier spam filters, STIR/SHAKEN authentication protocols, or regulatory traceback inquiries; or
(iv) Initiate any telemarketing call or text message without clearly, truthfully, and conspicuously disclosing the exact legal identity of the individual or sponsoring business entity on whose behalf the communication is made—and a valid callback telephone number or address—at the inception of the communication, as required by 47 C.F.R. § 64.1200(d)(4) and 16 C.F.R. § 310.4(d).
(e) STIR/SHAKEN Attestation and Traceback Cooperation. User acknowledges that outbound voice traffic is subject to mandatory STIR/SHAKEN call authentication frameworks and carrier reputation scoring. User agrees to provide complete, truthful, and verifiable Know-Your-Customer (“KYC”) and business-vetting documentation upon request so that the Company and its underlying telecommunications carriers may assign accurate attestation levels. User explicitly consents to the Company immediately disclosing User’s identity, account records, and campaign metadata to the Industry Traceback Group (“ITG”), the FCC, the FTC, State Attorneys General, or upstream carriers in response to any official traceback request or suspected caller ID violation, without prior notice to User.
(f) Strict Prohibition on Unverified Third-Party Lead Lists. User explicitly acknowledges and agrees that under federal and state telemarketing laws, telephone numbers obtained via skip-tracing, public property records, tax assessor databases, web scraping, data brokers, or multi-party lead aggregators do not carry valid Prior Express Consent or Prior Express Written Consent (“PEWC”) for telemarketing or commercial solicitation. User warrants, covenants, and represents as a material condition of this Agreement that User shall never upload, import, or transmit communications through the Service to any telephone number obtained from a skip-tracing service, public record scrape, or third-party lead generator unless:
(i) User possesses documented, direct, one-to-one Prior Express Written Consent from the specific consumer that unambiguously and conspicuously names the User’s specific legal business entity (and not merely a generic “marketing partner” or hyperlinked list of third parties) as the authorized sender;
(ii) Such consent was obtained directly through a clear, un-checked, affirmative opt-in action compliant with the E-SIGN Act (15 U.S.C. § 7001 et seq.), the TCPA, the TSR, and applicable Federal Communications Commission (“FCC”) one-to-one consent standards; and
(iii) The communication is strictly and logically related to the specific subject matter of the transaction or inquiry that prompted the consumer’s opt-in.
(g) Mandatory Consent Recordkeeping and Audit Production. User shall maintain complete, tamper-evident, contemporaneous records proving valid consent for every telephone number contacted through the Service—including the consumer’s IP address, exact timestamp of opt-in, full URL of the web form, screenshots/archive of the exact disclosure language presented at opt-in, and cryptographic session certificates (such as TrustedForm or Jornaya/Verisk LeadiD tokens)—for a minimum period of five (5) years from the date of the last communication. Upon written request by the Company in connection with any carrier inquiry, traceback request, or legal claim, User shall produce complete, unredacted proof of consent. Failure to produce verifiable one-to-one consent records within three (3) business days (or such shorter timeframe as strictly mandated by an active carrier traceback or regulatory deadline) shall constitute prima facie evidence of material breach and grounds for immediate account termination and full indemnification.
(h) Real Estate Wholesaling, Property Acquisition, and Commercial Inquiry Campaigns. User explicitly acknowledges, warrants, and agrees that the Service is a general-purpose communications utility and that no campaign category is exempt from federal or state telemarketing, Do-Not-Call, consent, or curfew statutes by virtue of its industry or subject matter. Specifically, if User utilizes the Service in connection with real estate investing, wholesaling, property acquisition, land flipping, fix-and-flip, brokerage listing outreach, or lead generation:
(i) No “Offer-to-Purchase” or “Real Estate” Exemption. User acknowledges that text messages, voice calls, or voicemail drops inquiring whether a property owner wishes to sell real estate, offering to purchase real property, off-market property inquiries, or pitching real estate investment or wholesaling services are at times classified by federal courts, state courts, the FTC, and State Attorneys General as regulated “telephone solicitations” or “telemarketing” under the TCPA (47 U.S.C. § 227), the Telemarketing Sales Rule (16 C.F.R. Part 310), National and state Do-Not-Call (“DNC”) registries, and state Mini-TCPA statutes (including, without limitation, the Florida Telemarketing Sales Act and the Oklahoma Telephone Solicitation Act);
(ii) Prohibition on Unconsented Property Lists. Consistent with Subsection (f) above, User shall never assume that public property tax rolls, probate records, pre-foreclosure filings, code-violation lists, or skip-traced homeowner records carry implied or express consent to receive automated or DNC-restricted calls or text messages; and
(iii) Sole Assumption of Legal Risk. User assumes 100% of the legal, regulatory, and financial risk associated with classifying its outbound property-acquisition or lead-generation campaigns as informational, commercial, or non-solicitation inquiries, and agrees that any claim, demand, or enforcement action alleging that User’s real estate or lead-generation communications violated federal or state telemarketing or DNC laws shall trigger User’s full defense, fee-advancement, and indemnification obligations under the General Indemnification and Defense Obligations section of these Terms of Service.
(a) DESIGNATION OF USER AS SOLE “MAKER” AND “INITIATOR” OF COMMUNICATIONS (FCC SAFE HARBOR). For all purposes under the federal Telephone Consumer Protection Act (47 U.S.C. § 227 et seq.), Federal Communications Commission (“FCC”) regulations (47 C.F.R. § 64.1200 et seq.), applicable FCC declaratory rulings (including In re Dish Network, LLC and In re Rules & Regulations Implementing the TCPA governing third-party messaging platforms), the Telemarketing Sales Rule (16 C.F.R. Part 310), and analogous state telemarketing statutes, the parties explicitly stipulate and agree that User is, and at all times remains, the sole “maker,” “initiator,” and “sender” of every telephone call, text message, voicemail drop, and communication transmitted through the Service. User expressly acknowledges and agrees that:
(i) Exclusive User Control Over Transmission Elements. User exercises sole, exclusive, and independent control over every legally operative element of each communication, including: (A) curating, uploading, and selecting the specific recipient telephone numbers (“who” is contacted); (B) drafting, editing, and approving the exact message text, script, or audio content (“what” is transmitted); (C) determining the exact date, time, pacing, and scheduling parameters (“when” transmission occurs); and (D) executing the affirmative, physical human command that launches the transmission (“whether” the communication is sent);
(ii) Neutral Software Intermediary Status. The Company acts strictly as a passive, neutral software provider and telecommunications technology intermediary that merely supplies technical connectivity and user-directed workflow tools. The Company does not initiate communications on its own behalf, does not co-brand or endorse User’s campaigns, does not supply or curate recipient lists, and exercises zero editorial discretion over User’s targeting or content; and
(iii) Bar on Vicarious or Direct Platform Liability. User covenants never to assert, allege, or argue in any judicial, arbitral, or regulatory proceeding that the Company is a co-maker, joint initiator, telemarketer, or vicariously liable principal with respect to any communication transmitted via User’s Account.
(b) PASSIVE PIPELINE STATUS. The parties explicitly acknowledge and agree that the Company acts strictly as a passive, neutral, algorithmic telecommunications technology pipeline. The Service is a mechanical conduit utilized solely for the transmission of communications formulated, initiated, directed, and controlled entirely by the User. The Company does not generate, select, modify, or verify the recipients, telephone numbers, targeting criteria, or content of any communication transmitted through the platform.
(c) MECHANICAL COMPLIANCE TRACKING AND SEPARATE LEGAL REALITY. User acknowledges that the Company’s automated system architecture may dynamically monitor, log, and process downstream carrier error codes, volume caps, velocity flags, and automated regulatory traceback inquiries. The parties explicitly stipulate that such tracking is entirely mechanical, robotic, and automated. The execution of these system-level architectural defenses, automated filters, or the subsequent exercise of the Company’s right to pass through carrier penalties and compliance surcharges under Section MARKETING REPRESENTATIONS OVERRIDE AND SYSTEMIC LIMITATIONS, subsection (b)(v) Carrier Fee Pass-Through does not:
(i) Constitute active human monitoring, editorial oversight, or content curation of the User’s campaigns;
(ii) Shift the statutory compliance burden under the TCPA, TSR, or state Mini-TCPA laws away from the User; or
(iii) Strip the Company of its legal status as a passive telecommunications provider.
(d) NO DATA ALTERATION OR MODIFICATION. The Company warrants that its software engine will not alter the fundamental substance or text of the message templates drafted by the User, except where the User explicitly elects to deploy native AI Features and machine learning tools subject to the strict human-in-the-loop review rules outlined herein. User retains absolute, un-delegable responsibility for ensuring that all data inputs, uploaded lists, and communication schedules comply with localized regulations prior to initiating any platform transaction.
If the User fails to comply with these requirements, the Company reserves the right to suspend or terminate access to the Service without notice.
(a) REPRESENTATIONS AND EXPRESS WARRANTIES. User explicitly represents, warrants, and covenants that its utilization of the Service shall strictly comply not only with federal laws, but with all state-specific telemarketing, text messaging, and consumer protection statutes (collectively referred to as “Mini-TCPA Laws”). User acknowledges that multiple states enforce statutory restrictions that are significantly more restrictive than the federal Telephone Consumer Protection Act (TCPA), including but not limited to:
(i) The Florida Telemarketing Sales Act (FTSA) and Florida Telemarketing Act;
(ii) The Oklahoma Telephone Solicitation Act of 2022 (OTSA);
(iii) The Washington Commercial Electronic Mail Act; and
(iv) The statutory telemarketing frameworks of California, Texas, New York, and Maryland.
(b) SPECIFIC STATE-LEVEL RESTRICTIONS. User explicitly warrants and guarantees that it will not deploy the Service to initiate or transmit any text message or voice communication to any resident of, or area code associated with, a state enforcing a Mini-TCPA Law unless the User has established verifiable adherence to that state’s unique local requirements. This includes absolute adherence to:
(i) Comprehensive Curfew and Emergency Warranties. User shall strictly adhere to all localized curfew caps (including strict 8:00 PM local recipient window caps enforced by states like Florida and Oklahoma). User acknowledges that during state-declared disasters, states of emergency, or severe weather conditions, multiple jurisdictions (including New York) enforce absolute statutory bans on all outbound telemarketing text messages and voice drops. User bears the sole, non-delegable duty to dynamically monitor all local executive orders and emergency declarations. The Company has zero operational duty to hard-code platform filters for localized state emergencies. User agrees that the absence of a system-level lockout by the Company shall not excuse or relieve User of its exclusive statutory liability.
(ii) Area Code and Geographic Scope Compliance. User stipulates that if an outbound communication is directed to a telephone number containing a specific state’s area code, OR if the recipient is physically located within that state at the time of transmission, the law of that specific state may apply to that transmission, and User warrants full compliance with the strictest potentially applicable state law. User agrees that it bears the exclusive mechanical burden of cross-referencing both area codes and real-time geographic location data to prevent compliance curfew violations;
(iii) Automated Selection and Dialing Prohibitions. User guarantees that no campaign targeting any jurisdiction restricting automated telecommunications (including but not limited to the Florida Telemarketing Sales Act) shall utilize the Service to automatically select, prioritize, filter, sequence, or dial telephone numbers. User retains sole, manual control over the target data file curation, sorting, and transmission execution sequence, and the platform shall act exclusively as a passive electronic pipeline executing manual user selections via continuous, verified, non-automated Human-in-the-Loop intervention; and
(iv) Outbound Text Ceilings. Ensure compliance with state-enforced volume caps on the maximum number of automated contacts allowed per consumer within a rolling 24-hour period.
The Company is solely a software and technology provider and does not provide legal advice, compliance certifications, or regulatory approval services. Any compliance-related tools, workflows, prompts, templates, or guidance provided through the Service are informational only.
User is solely responsible for compliance with all applicable federal, state, local, carrier, and industry rules, including but not limited to the TCPA, TSR, FCC regulations, FTC regulations, CTIA guidelines, TCR requirements, state telemarketing laws, privacy laws, and consumer protection laws.
The Company does not guarantee message delivery, carrier acceptance, throughput, deliverability, or immunity from carrier filtering, blocking, suspension, or regulatory enforcement.
The Company may immediately suspend, limit, investigate, or terminate access to the Service in response to carrier complaints, traceback requests, abnormal traffic patterns, elevated opt-out activity, suspected automation abuse, regulatory inquiries, suspected unlawful conduct, or suspected violations of these Terms.
User is solely and exclusively responsible for independently exporting, maintaining, and preserving complete records of recipient consent, opt-out revocations, message content, call logs, campaign activity, and compliance documentation for a minimum of five (5) years. The Company is not a data custodian or compliance archivist and assumes zero obligation to retain, preserve, or produce any User campaign data or message logs.
Consistent with the Post-Cancellation Data Purge and Optional Defensive Metadata provisions of these Terms of Service, the Company reserves the absolute right to permanently delete or purge all historical message content, campaign data, contact lists, and active UI records upon Account cancellation or termination, while retaining the discretionary option—solely for its own internal legal defense and carrier traceback compliance—to maintain encrypted, non-identifiable transactional metadata.
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. User further acknowledges and agrees 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 User to read the Terms of Service and privacy policies of any third-party websites or services that Users visit.
(a) Click-wrap manifestation of assent. User explicitly acknowledges, covenants, and agrees that access to, and utilization of, the Service—including the creation of an Account, the login into an Account, the initial activation, reactivation, upgrade, or downgrade of a Subscription Plan, or the initiation of a Free Trial—is strictly conditioned upon the User’s affirmative, unambiguous, and verifiable manifestation of assent to these Terms of Service. The User must actively manifest such assent by checking a mandatory selection box, clicking an “I have read and agree to the Terms of Service,” or completing a functionally equivalent digital click-wrap workflow presented at the time of account registration, account login, or subsequent system authentication. User explicitly stipulates that any User-scheduled campaign sequences, authorized ConnectSI integrations, or API calls initiated by the User constitute a continuous and rolling reaffirmation of these Terms every single time an outbound data packet is transmitted to the platform.
(b) Rejection of browse-wrap interpretation. The parties expressly disclaim and reject any interpretation of these Terms of Service as a mere “browse-wrap” agreement. User represents and warrants that they have had a full, meaningful, and fair opportunity to review, download, and archive these Terms of Service prior to creating an Account or entering billing details. User agrees that their physical action of clicking a registration button or checking an agreement box constitutes a binding digital signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) (15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act (UETA), creating an ironclad, mutually enforceable contract between the User and the Company.
(c) Dual-purpose registration consent. User understands and agrees that the click-wrap workflow executed at registration serves a dual legal purpose. By executing the workflow, the User explicitly:
(i) Assents to all operational, intellectual property, compliance, and billing terms set forth herein; and
(ii) Provides explicit, separate, and clear consent to the BINDING ARBITRATION AND CLASS ACTION WAIVER provisions set forth in these Terms of Service.
User acknowledges that the Company would not grant access to the Service, the Free Trial, or its proprietary telecommunications interfaces absent the execution of this mandatory, non-severable manifestation of assent.
(d) Re-authentication and amended terms. The Company reserves the absolute right to require the User to re-execute a click-wrap assent workflow upon logging into their Account following any material revision to these Terms of Service as described in the CHANGES TO THESE TERMS OF SERVICE section herein. User’s execution of such click-wrap re-assent workflow—or User’s affirmative click-wrap reaffirmation upon subsequent login, subscription renewal, or campaign launch—shall constitute User’s binding digital signature and conclusive acceptance of the updated Terms of Service.
The Service and its original content (excluding Content provided by User or other users), features, and functionality are and will remain the exclusive property of the Company and its licensors. The Service is protected by copyright, trademark, and other laws of both the USA and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.
The Service is provided to the User “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates 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 limiting the foregoing, the Company provides no warranty or undertaking and makes no representation of any kind that the Service will meet the User’s 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 or affiliates makes any representation or warranty of any kind, express or implied, as to the operation or availability of the Service, or the information, content, 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 the limitation of applicable statutory consumer rights, so some or all of the above exclusions and limitations may not apply to the User. However, in that event, the exclusions and limitations set forth in this section shall be applied to the greatest extent permitted under applicable law.
We may terminate or suspend the User’s account immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, a breach of these Terms of Service. It is prohibited to use the Company’s Applications for any illegal activity restricted by the laws of the USA or any other jurisdiction. Upon termination, the User’s right to use the Service will cease immediately.
These Terms of Service, the User’s access to and use of the Service, and any dispute, claim, or controversy arising out of or relating to the relationship between the parties shall be governed by and construed exclusively in accordance with the substantive laws of the State of Florida (the “Governing Law Jurisdiction”), without regard to its conflict-of-laws principles, except that the Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et seq., shall govern the interpretation and enforcement of all arbitration provisions herein.
Subject to the mandatory Binding Arbitration and Class Action Waiver provisions of these Terms of Service, the exclusive venue and jurisdiction for any permitted court proceeding—including any action to compel arbitration, enforce or vacate an arbitral award, seek injunctive or equitable relief, or litigate any claim determined to be non-arbitrable—shall lie solely and exclusively in the state courts of Hillsborough County, Florida, or the United States District Court for the Middle District of Florida (Tampa Division). Each party irrevocably submits to the personal jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens. User acknowledges that User’s use of the Service may also be subject to applicable federal, state, local, or international telecommunications and privacy laws.
To the fullest extent permitted by applicable law, any civil claim, cause of action, demand for arbitration, or legal proceeding arising out of or relating to the Service, these Terms of Service, or the relationship between the parties must be formally initiated within one (1) year after the date on which the event giving rise to the claim first occurred (or within two (2) years solely to the extent required for specific claims governed by mandatory state statutes that prohibit contractual shortening below two years, or within the minimum statutory limitation period required by applicable law where contractual shortening is expressly prohibited by statute, such as Florida Statutes § 95.03).
Subject to the foregoing statutory exceptions, any claim or demand for arbitration not formally initiated within the applicable limitation period set forth herein shall be permanently barred and irrevocably waived.
(a) COMPULSORY NOTICE AND CURE PERIOD. Before initiating any formal legal proceeding, filing a demand for binding arbitration under the BINDING ARBITRATION AND CLASS ACTION WAIVER section or the COORDINATED FILINGS (MASS ARBITRATION) PROCEEDINGS section herein, or commencing a lawsuit in any court of competent jurisdiction, the User must first provide the Company with a comprehensive, written Notice of Dispute. This Notice of Dispute must be sent exclusively via Certified Mail (return receipt requested) or via an internationally recognized overnight courier service (e.g., FedEx, UPS) addressed to the Company’s principal place of business at Smarter Contact, Inc., Attn: Legal Department, 1802 N Howard Ave, #4632, Tampa, FL 33607.
(b) MANDATORY SNIPPET AND SUBSTANTIVE CONTENTS OF NOTICE. To be legally valid and effective under this Agreement, the Notice of Dispute must contain all of the following specific information:
(i) The full legal name, street address, telephone number, and email address associated with the User’s Account;
(ii) A clear, detailed chronological description of the facts giving rise to the alleged dispute, including specific dates, message transmission logs, and affected campaigns;
(iii) An itemized calculation of the exact monetary damages claimed by the User, or a detailed explanation of the non-monetary relief sought; and
(iv) The specific documentation or evidence supporting the claim (e.g., invoices, carrier error logs, or relevant communication transcripts).
(c) SIXTY (60) DAY COOLING-OFF PERIOD. Following the Company’s physical receipt of the complete Notice of Dispute, the parties explicitly agree to implement a mandatory sixty (60) day “cooling-off period.” During this sixty-day timeframe, authorized representatives from both the User and the Company shall negotiate in good faith to resolve the dispute informally. User covenants and agrees that it shall not file, initiate, or threaten to file any arbitration demand or legal complaint until this sixty (60) day period has completely expired.
(d) ENFORCEABLE CONDITION PRECEDENT TO ARBITRATION. The fulfillment of this Mandatory Pre-Dispute Claim Notice Period is an absolute, non-waivable condition precedent to the initiation of any formal dispute resolution mechanism. If the User files an arbitration demand or court pleading without strictly complying with every requirement of this Section, the Company shall have the absolute right to:
(i) Instruct the arbitration administrator or judge to immediately dismiss the proceeding without prejudice;
(ii) Stay all proceedings until the User fully complies with the notice requirements; and
(iii) Recover from the User all reasonable attorneys’ fees, filing fees, and administrative costs incurred by the Company as a direct result of defending against the prematurely filed claim.
(a) Comprehensive Scope of Indemnification. User agrees to unconditionally defend, indemnify, and hold harmless the Company, its Affiliates, parent, sister, and successor corporate entities, and each of their respective past, present, and future officers, directors, managers, members, shareholders, owners, employees, contractors, vendors, agents, licensors, and underlying wholesale telecommunications carriers and messaging aggregators (collectively, the “Company Indemnitees”) from and against any and all third-party claims, consumer demands, class-action lawsuits, mass or individual arbitrations, subpoenas, regulatory inquiries, traceback requests, civil investigative demands (“CIDs”), State Attorney General or utility regulatory enforcement actions, statutory damages, carrier fines, pass-through surcharges, penalties, judgments, settlements, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees, expert witness fees, forensic audit costs, investigator costs, and court or arbitration costs) arising out of or relating to:
(i) Platform and Feature Use. User’s access to, configuration of, or use of the Service, Applications, AI Features, SI Features, ConnectSI Features, APIs, webhooks, or Numbering Resources (including any claim brought under contract, tort, statute, or equity);
(ii) Outbound and Inbound Communications. Any text message, voice call, multi-line dialer session, prerecorded voice message, ringless voicemail drop (“RVM”), soundboard audio, Synthetic Voice, email, or other communication initiated, transmitted, or scheduled by or on behalf of User (or any sub-account user, virtual assistant, employee, agent, or third-party integration acting under User’s credentials) through the Service;
(iii) Federal and State Telemarketing & Communications Laws. Any actual or alleged violation of the federal Telephone Consumer Protection Act (47 U.S.C. § 227 et seq.), the Telemarketing Sales Rule (16 C.F.R. Part 310), the CAN-SPAM Act, the Truth in Caller ID Act, STIR/SHAKEN rules, Federal Communications Commission (“FCC”) or Federal Trade Commission (“FTC”) regulations, CTIA messaging guidelines, TCR requirements, or any state Mini-TCPA or telemarketing statute (including, without limitation, the Florida Telemarketing Sales Act, the Oklahoma Telephone Solicitation Act, the Texas Telemarketing Act, the California Cellular Radio Telecommunications Act, New York General Business Law § 399-p, and the Washington Commercial Electronic Mail Act);
(iv) Consent, DNC, and Revocation Failures. Any allegation that User failed to obtain, verify, document, produce, or honor valid Prior Express Consent, Prior Express Written Consent (“PEWC”), one-to-one seller consent, National or state Do-Not-Call (“DNC”) registry scrubbing, internal DNC suppression, curfew restrictions, or opt-out/revocation requests;
(v) Automated Dialing and Artificial Intelligence Allegations. Any allegation that communications transmitted through User’s Account utilized an Automated Telephone Dialing System (“ATDS”), predictive dialer, artificial or prerecorded voice, or autonomous AI dialing/messaging system, or resulted from User’s unauthorized integration of external scripts, macros, bots, or third-party software;
(vi) Call Recording and Wiretapping. User’s activation, configuration, management, or use of Auto Call Recording or call interception tools within the Service, including any alleged failure to obtain legally required one-party or all-party consent or to implement mandatory audio recording disclosures under federal or state wiretapping, eavesdropping, or privacy statutes;
(vii) User Content, Sensitive Data, and IP/Publicity Rights. Any contact list, data file, script, audio file, voice clone, prompt, sensitive personal information, or User Content uploaded, imported, generated, or processed through the Service, including any claim of intellectual property infringement, defamation, invasion of privacy, or violation of biometric or voice-likeness publicity rights;
(viii) Security Incidents and Credential Compromise. Any data breach, unauthorized access, token compromise, or security incident resulting from User’s failure to safeguard Account credentials, API tokens, or webhook endpoints; or
(ix) Breach of Terms. User’s breach of any representation, warranty, covenant, or obligation under these Terms of Service.
(b) Immediate Advancement of Defense Costs. Upon receipt of written notice from the Company that any indemnifiable claim, lawsuit, subpoena, regulatory investigation, or traceback inquiry has been initiated, User shall immediately advance on an ongoing, as-incurred basis all reasonable legal defense fees, investigator costs, forensic expenses, and administrative costs incurred by any Company Indemnitee. User explicitly waives any legal defense, offset, or right to delay fee advancement or indemnification based on an allegation that the Company’s software architecture was contributorily, vicariously, or directly liable for the underlying transmission.
(c) Defense Control, Cooperation, and Settlement Restrictions. Upon receiving written notice of any indemnifiable claim, User shall immediately assume the defense of the Company Indemnitees at User’s sole cost and expense using qualified legal counsel reasonably acceptable to the Company. Notwithstanding the foregoing, the Company reserves the absolute right, at its sole discretion, to assume exclusive control of its own defense and settlement (using counsel of its own choosing) at User’s sole expense if: (i) User fails to promptly assume defense or adequately advance defense costs; (ii) the claim involves a putative class action, mass arbitration, regulatory agency enforcement action, or challenge to the Company’s platform architecture or passive-conduit status; or (iii) an actual or potential conflict of interest exists between User and any Company Indemnitee. User shall not settle, compromise, or consent to the entry of any judgment in any indemnifiable claim without the Company’s prior written consent, and under no circumstances shall User enter into any settlement that imposes any financial obligation, equitable relief, injunctive restriction, or admission of fault or liability upon any Company Indemnitee.
(d) Survival and Exemption From Liability Caps. User’s defense, fee-advancement, and indemnification obligations under this Section shall survive the cancellation, expiration, or termination of User’s Account, Subscription, or these Terms of Service indefinitely, and shall not be capped, limited, or reduced by the Additional Limitation of Liability provisions set forth in these Terms of Service.
To the maximum extent permitted by law, the Company shall not be liable for any statutory damages, regulatory penalties, carrier penalties, TCPA liability, TSR liability, class action exposure, business interruption, lost profits, reputational harm, data loss, or indirect or consequential damages arising from User’s communications activities or use of the Service.
The aggregate liability of the Company arising out of or related to the Service shall not exceed the total amounts actually paid by User to the Company during the thirty (30) days immediately preceding the event giving rise to the claim.
Any dispute, claim, or controversy arising out of or relating to the Service, these Terms, or the relationship between the parties shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (AAA) or JAMS, at the sole selection of the Company, in the Governing Law Jurisdiction herein. The consumer arbitration rules are expressly rejected; the parties agree that the AAA Commercial Arbitration Rules shall apply, and User shall remain responsible for advancing its own filing fees as dictated by the chosen administrator. In the event User demonstrates to the arbitrator or a court of competent jurisdiction that User’s share of arbitration administrative or arbitrator fees would be prohibitively expensive compared to litigation costs, the Company reserves the right, at its sole election, to advance or pay such portion of User’s arbitration fees as necessary to ensure the enforceability of this arbitration agreement.
Class Action Waiver and Individualized Dispute Resolution. The parties expressly agree that all claims, disputes, or controversies shall be brought and adjudicated solely on an individual basis and not as a plaintiff or class member in any putative class, collective, consolidated, private attorney general, or representative proceeding (except as expressly governed by the staged bellwether batching procedures set forth in the Coordinated Filings (Mass Arbitration) Proceedings section below). Unless both the User and the Company expressly agree otherwise in writing, neither an arbitrator nor a judge may consolidate more than one person’s or entity’s claims or otherwise preside over any form of a representative or class proceeding.
Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY CONSTITUTIONAL OR STATUTORY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICE.
Independent Severability and Survival of Class Action and Jury Trial Waivers. The Class Action Waiver and Waiver of Jury Trial set forth in this Section are independent, severable, and separately enforceable contractual covenants. In the event that the agreement to arbitrate in this Section is held to be invalid, unenforceable, inapplicable, or waived for any reason, or if any claim or dispute is determined to be non-arbitrable and proceeds in a court of law, both the Class Action Waiver and the Waiver of Jury Trial shall remain independently valid, severable, and fully enforceable, and any such court proceeding shall be adjudicated exclusively on an individual basis by a judge sitting without a jury (bench trial) in the exclusive venue designated in the Governing Law and Exclusive Venue section of these Terms of Service.
Notwithstanding the foregoing, the Company may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, systems, internal APIs, security measures, or proprietary technology.
If the User is a U.S. federal government end user, our Service is a “commercial item” as defined in 48 C.F.R. §2.101.
If a court or arbitrator determines that the User operates as a sole proprietor or individual consumer such that the Commercial Rules are unenforceable as a matter of law, the AAA Consumer Arbitration Rules shall apply while maintaining the strict individual Class Action Waiver.
(a) Coordinated Mass Arbitration Batching Engine and Mandatory Bellwether Mediation.
(i) Trigger Threshold. If ten (10) or more demands for arbitration asserting similar or related claims, arising out of a common nucleus of operative facts, or seeking similar relief are filed against the Company by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, or coordinating organization (whether filed simultaneously or over time, collectively “Coordinated Filings”), the Coordinated Filings shall proceed strictly in accordance with the staged batching and bellwether procedures set forth in this Section.
(ii) Sequential Batching of Five (5) Claims. The arbitration administrator shall organize all Coordinated Filings into sequential batches of no more than five (5) individual demands per batch (“Batch”). Only one (1) Batch shall be active, administered, and adjudicated at any given time, with each demand in the active Batch assigned to a different single arbitrator unless the parties mutually agree in writing to consolidate them. All remaining Coordinated Filings outside the active Batch shall be completely stayed and held in administrative abeyance. Neither party shall be required to pay—and the arbitration administrator shall not assess, invoice, or collect—any initial filing fees, case management fees, administrative fees, or arbitrator compensation for any stayed demand unless and until that specific demand is formally placed into an active Batch following the resolution of all prior Batches and the completion of the mandatory mediation process below. All applicable statutes of limitations and contractual filing deadlines shall be tolled for all stayed Coordinated Filings from the date a compliant demand is submitted to the administrator until the stay is lifted for that demand’s Batch.
(iii) Mandatory Post-Batch Bellwether Mediation. Upon the final resolution (by award, settlement, or dismissal) of all demands in the first Batch of five (5) claims, the parties shall engage in a mandatory, global mediation before a mutually agreed-upon retired federal or state judge (or JAMS/AAA mediator) regarding all remaining stayed Coordinated Filings. The Company shall pay the mediator’s fee for this global mediation. No subsequent Batch of five (5) demands may be activated, and no fees for any subsequent Batch may be assessed or collected, until at least sixty (60) days after the conclusion of the global mediation. If the global mediation does not resolve the remaining Coordinated Filings, the administrator shall activate the next Batch of five (5) demands, repeating this sequential batching and mediation cycle until all Coordinated Filings are resolved.
(iv) Process Arbitrator and Judicial Enforcement. Any dispute over whether claims constitute Coordinated Filings or comply with this Section shall be resolved exclusively by a single administrative Process Arbitrator appointed under the administrator’s rules (or by a court of competent jurisdiction in Hillsborough County, Florida, if the administrator declines to enforce these batching procedures). If the designated arbitration administrator refuses or is unable to administer Coordinated Filings strictly in accordance with this Section, either party may apply to a court of competent jurisdiction in Hillsborough County, Florida, to enforce this Section or appoint an alternative arbitration forum that will honor these batching terms.
(b) Frivolous Claims, Fee Shifting, and Evidentiary Presumption of System Records.
(i) Sanctions for Frivolous or Bad-Faith Claims. Consistent with Federal Rule of Civil Procedure 11 and the applicable arbitration administrator’s rules, if the arbitrator determines that any claim, counterclaim, defense, or request for relief asserted by either party is frivolous, brought in bad faith, lacks any reasonable basis in law or fact, or is asserted for an improper purpose (such as harassment or extortion), the arbitrator shall award the prevailing party its reasonable attorneys’ fees, expert fees, and arbitration costs incurred in defending against or prosecuting such frivolous claim or defense.
(ii) Evidentiary Status of Platform Business Records. The parties acknowledge and agree that the Company’s native, automatically generated system activity logs, carrier delivery receipts, account audit trails, and timestamped database records are maintained in the ordinary course of business and shall constitute admissible business records under Federal Rule of Evidence 803(6) (and analogous state rules) and serve as prima facie evidence of the technical events recorded therein. In any arbitration proceeding, a party challenging the accuracy of such automated system records bears the burden of producing credible, documentary, or technical evidence demonstrating a specific transmission discrepancy, system malfunction, or billing error.
User represents and warrants that (i) User is 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) User is not listed on any United States government list of prohibited or restricted parties.
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.
Except as provided herein, the failure to exercise a right or to require the 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.
(a) Excuse of Performance. The Company shall not be liable or responsible to the User, nor be deemed to have defaulted under or breached these Terms of Service, for any failure, delay, interruption, or degradation in performance of the Service when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Company, including, without limitation: (i) acts of God, flood, fire, earthquake, hurricane, severe weather, or natural disaster; (ii) war, invasion, hostilities, terrorist threats or acts, riot, or civil unrest; (iii) government order, law, statute, regulatory moratorium, emergency declaration, or action by any governmental or regulatory authority (including the FCC, FTC, or State Attorneys General); (iv) national or regional emergency, epidemic, or pandemic; (v) failures, outages, routing disruptions, throttling, spam-filtering changes, or unilateral policy modifications by underlying wholesale telecommunications carriers, mobile network operators, messaging aggregators, The Campaign Registry (“TCR”), cloud hosting providers (such as AWS), or third-party AI service providers; or (vi) internet backbone failures, cyberattacks, distributed denial-of-service (“DDoS”) attacks, or power outages.
(b) No Refund or Fee Abatement. The occurrence of a Force Majeure event shall not relieve the User of its obligation to pay all Subscription fees, usage fees, or pass-through carrier charges accrued or due under these Terms, nor shall any Force Majeure outage entitle the User to a refund, credit, or termination for cause.
(a) Restriction on User Assignment. User may not assign, transfer, delegate, sublicense, or resell any of its rights, licenses, Account credentials, Numbering Resources, or obligations under these Terms of Service, in whole or in part, whether voluntarily, by operation of law, merger, change of control, or otherwise, without the prior written consent of the Company. Any attempted assignment or transfer in violation of this Section shall be null and void ab initio and shall constitute an immediate material breach of these Terms.
(b) Unrestricted Company Assignment. The Company may freely assign, transfer, or delegate these Terms of Service, and any of its rights, licenses, User accounts, billing authorizations, and data assets hereunder, in whole or in part, without restriction and without prior notice to or consent from the User, including, without limitation, to any Affiliate, subsidiary, parent entity, or successor-in-interest in connection with a merger, acquisition, corporate reorganization, consolidation, or sale of all or substantially all of the Company’s assets or equity. These Terms of Service shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
These Terms of Service may have been translated if we have made them available to the User on our Service. The User agrees that the original English text shall prevail in the case of a dispute.
We reserve the right, at our sole discretion, to modify or replace these Terms of Service at any time. If a revision is material, we will make reasonable efforts to provide at least seven (7) days’ notice prior to any new Terms taking effect, and will require User to affirmatively manifest assent to the revised Terms of Service via an interactive click-wrap workflow upon next login or authentication as set forth in Subsection (d) of the Manifestation of Assent, Enforceability, and Mandatory Click-Wrap Consent section above. What constitutes a material change shall be determined at the Company’s sole discretion.
These Terms of Service, along with the Privacy Policy, constitute the entire, final, and exclusive agreement between the parties regarding the Service. They supersede and merge all prior or contemporaneous oral or written representations, advertising materials, marketing claims, sales presentations, or documentation issued by the Company. No employee or agent of the Company has the authority to bind the Company to any amendment or modification of these Terms unless executed in writing by an authorized corporate officer of Smarter Contact, Inc.
If any questions arise from reading and accepting these Terms of Service, the User can contact the Company by email at support@smartercontact.com
