1. Agreement
These Terms of Service (“Terms”) are a binding agreement between [LEGAL ENTITY NAME], doing business as LO Marketing Tools (“Company”), and the person or entity accepting them (“Customer”). If you act for an organization, you represent that you can bind it. The Privacy Policy, Acceptable Use Policy (“AUP”), Data Processing Addendum (“DPA”), order forms, and service-specific terms are incorporated by reference.
2. Platform Role; Customer Controls Communications
Customer determines whether to initiate a communication, who receives it, its content, timing, frequency, purpose, legal basis, and sending provider. Customer is responsible for Customer Communications and Customer's connected accounts to the fullest extent permitted by law.
The availability of any contact or market data through the Services does not constitute consent, permission, invitation, or authorization to call, text, email, or otherwise contact any person.
3. Accounts and Security
You must provide accurate information, secure credentials, restrict access to authorized users, and promptly report suspected unauthorized access. You are responsible for activity under your account and your users' compliance.
4. Third-Party Services and Customer-Owned APIs
The Services may interoperate with third-party email, SMS, telecommunications, cloud, CRM, AI, data, or other services selected by Customer (“Third-Party Services”), including services such as Twilio, TextGrid, SendGrid, Amazon SES, SMTP providers, AI providers, and CRM platforms.
Customer is solely responsible for obtaining and maintaining Third-Party Service accounts, credentials, numbers, domains, registrations, reputation, billing, permissions, and compliance. Third-Party Services are governed by their own agreements. We do not control or accept responsibility for their availability, security, pricing, deliverability, filtering, suspension decisions, policy changes, or acts or omissions.
You authorize us to access connected Third-Party Services as necessary to perform actions you configure or request and represent that you have authority to grant that access.
5. Customer Communications; Anti-Spam Responsibility
“Customer Communications” includes email, SMS, MMS, RCS, messages, calls, AI-generated or AI-assisted responses, campaigns, notifications, or other communications initiated, scheduled, generated, transmitted, attempted, or facilitated through Customer's use of the Services.
Customer is solely responsible for all Customer Communications. Customer must independently determine and document whether each communication is permitted under applicable laws, regulations, governmental orders, industry rules, carrier requirements, provider policies, contracts, and self-regulatory standards.
Customer is solely responsible for obtaining and retaining required consent; proving consent; sender identification and registration; message content; physical-address and disclosure requirements; honoring STOP, unsubscribe, revocation, suppression, and do-not-contact requests; maintaining suppression lists; complying with TCPA, CAN-SPAM, state laws, carrier/CTIA/provider requirements; recipient lists and data sources; and all fees, fines, penalties, assessments, carrier/provider charges, claims, and remediation costs arising from Customer Communications or connected accounts.
LO Marketing Tools does not grant consent on behalf of any recipient, does not warrant that any contact is eligible to receive a communication, and does not authorize unsolicited communications merely because data is available through the Services.
6. Customer Representations and Warranties
Customer represents, warrants, and covenants that it has all rights necessary to use Customer Data and connected services; will obtain all required consents, notices, registrations, and permissions; will comply with law and provider rules; will not misrepresent identity or consent; will not evade spam, fraud, abuse, deliverability, or enforcement systems; and will comply with the AUP.
7. Customer Data and Privacy
Customer retains its rights in Customer Data and grants Company a limited right to host, copy, transmit, process, and technically modify it as necessary to provide, secure, support, and maintain the Services, comply with law, and enforce agreements. Customer is responsible for required privacy notices and lawful bases. The DPA applies where we act as processor/service provider.
8. Artificial Intelligence and Automation
AI and automated features may generate inaccurate, incomplete, outdated, or inappropriate output. Customer is responsible for configuring, reviewing, supervising, and using AI output and automated actions. AI output is not legal advice and must not be treated as a determination that a recipient may lawfully be contacted. Customer remains responsible for configured automated actions as if Customer performed them directly.
9. Fees and Third-Party Charges
Customer will pay applicable subscription/order-form fees and taxes. Unless stated otherwise, fees are non-refundable except as required by law. Customer is responsible for all messaging, carrier, email, AI, data, cloud, and other Third-Party Service charges associated with Customer's accounts.
10. Monitoring, Suspension, and Abuse Prevention
We may investigate suspected violations and block, throttle, quarantine, disable, or suspend campaigns, integrations, users, features, or accounts when reasonably necessary to protect recipients, providers, the Services, Company, or others; comply with law or provider requests; address security/fraud; or enforce agreements. We are not obligated to pre-screen every communication or independently verify every recipient's consent. Failure to block a communication is not approval or legal advice.
11. Intellectual Property
Company and its licensors retain all rights in the Services, software, interfaces, designs, documentation, technology, and related intellectual property. No ownership rights are transferred. Company may use feedback without restriction or obligation.
12. Confidentiality
Each party will use reasonable care to protect the other's non-public confidential information and use it only for the parties' relationship, subject to customary exceptions and legally compelled disclosure.
13. Disclaimers
To the maximum extent permitted by law, the Services are provided “as is” and “as available.” Company disclaims warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted operation, deliverability, message receipt, data completeness, and legal or regulatory compliance.
We do not warrant that any data, suggested audience, AI output, template, workflow, or integration satisfies Customer's legal obligations. Customer should obtain independent legal advice regarding communications, privacy, marketing, and industry-specific requirements.
14. Customer Indemnification
To the maximum extent permitted by law, Customer will defend, indemnify, and hold harmless Company, its affiliates, and their officers, directors, employees, contractors, agents, licensors, and service providers from third-party claims, investigations, demands, proceedings, damages, judgments, settlements, penalties, fines, assessments, losses, liabilities, costs, and reasonable attorneys' fees arising out of or relating to: Customer Data; Customer Communications; recipient lists or alleged lack of consent; violations of TCPA, CAN-SPAM, privacy, telemarketing, consumer-protection, or other law; carrier/provider requirements; AI or automation use; breach of these Terms/AUP; or infringement/violation of third-party rights.
Company may participate in the defense with counsel of its choice. Customer may not settle in a manner that admits fault by, imposes obligations on, or restricts Company without prior written consent.
15. Limitation of Liability
To the maximum extent permitted by law, Company will not be liable for indirect, incidental, special, exemplary, consequential, or punitive damages; loss of profits, revenue, goodwill, data, business opportunity, or anticipated savings; provider suspension; deliverability failures; blocked messages; carrier filtering; third-party service failures; or claims arising from Customer Communications, even if advised of the possibility.
To the maximum extent permitted by law, Company's aggregate liability arising from the Services or these Terms will not exceed the greater of (a) fees actually paid by Customer to Company for the Services giving rise to the claim during the twelve months preceding the event giving rise to liability, or (b) US $100.
These limits do not exclude liability that applicable law does not permit to be excluded.
16. Term and Termination
These Terms continue while Customer uses the Services. We may suspend or terminate for material breach, nonpayment, security risk, unlawful use, AUP violations, provider demands, or conduct that may expose Company or others to liability or harm. Provisions that by nature should survive will survive, including payment, IP, confidentiality, disclaimers, indemnification, liability limits, and dispute terms.
17. Dispute Resolution; Individual Arbitration; Class Waiver
Before filing a claim, the complaining party must provide written notice and allow at least 30 days for good-faith resolution. Except qualifying small-claims matters and requests for injunctive relief concerning IP, security, unauthorized access, or misuse, disputes will be resolved by binding individual arbitration administered by the American Arbitration Association under applicable rules.
Claims may be brought only on an individual basis and not as a plaintiff or class member in a purported class, collective, consolidated, or representative proceeding, to the maximum extent permitted by law.
A new Customer may opt out of arbitration by sending notice to [LEGAL EMAIL] within 30 days after first accepting these Terms, stating Customer's name, account email, and an unambiguous request to opt out.
These Terms are governed by California law, without regard to conflicts rules, except federal arbitration law where applicable. Where arbitration does not apply, the parties consent to courts located in the county of Company's principal office unless applicable law requires otherwise.
18. General
Customer may not assign these Terms without Company's prior written consent except in a permitted merger or sale of substantially all assets. Company may assign in connection with a reorganization, financing, merger, acquisition, or sale. Neither party is liable for delay caused by events beyond reasonable control. Invalid provisions will be modified to the minimum extent necessary. Failure to enforce is not a waiver. These Terms and incorporated documents are the entire agreement unless an executed agreement expressly overrides them.
19. Contact
[LEGAL ENTITY NAME]
[MAILING ADDRESS]
[LEGAL EMAIL]