Terms of Service

These Terms of Service (the “Terms”) are an agreement between [Company legal name] (“imsgs”, “we”, “us”) and the business that creates an account or signs an order form (“Customer”, “you”). By using the service, you agree to these Terms, our Acceptable Use Policy, and any order form we both sign. If an order form conflicts with these Terms, the order form controls for that order.

The person accepting these Terms confirms they have authority to bind the Customer. imsgs is a business service: it is not offered to consumers or for personal, family or household use.

• Organization: your billing account. It contains one or more Workspaces, for example one per agency client.
• Line: a dedicated U.S. phone number we provision for your Organization through our messaging provider, used to send and receive messages.
• New Lead: a lead that receives its first message from a given Line. Follow-up messages to that lead, and replies from it, do not count as New Leads.
• Billing Month: each monthly period starting on your subscription date.
• Customer Data: data you or your users submit to the service, including lead data, message content, uploaded lists and configuration.
• Third-Party Providers: services we do not control that the service relies on or connects to, including our messaging provider, Apple, mobile carriers, Meta (WhatsApp), CRMs and dialers.

Each Organization has exactly one Owner. Users can be assigned these roles:

• Owner: full control, including billing, ownership transfer and deleting the Organization.
• Admin: everything except billing, ownership transfer and deleting the Organization.
• Member: works in the Workspaces they are added to; may be limited to their own leads and conversations where a Workspace is restricted.
• Viewer: read-only access, for example for an agency's client.

Seats are unlimited. You are responsible for everyone you invite, for keeping credentials confidential, and for all activity under your Organization. Tell us promptly at hello@imsgs.co if you suspect unauthorized access. The Owner may require two-factor authentication for all users, and we recommend it.

If you are an agency operating Workspaces for your clients, you remain our customer and are responsible for your clients' use of the service as if it were your own.

The service is sold per Line, with no per-seat charges. Your subscription is the number of Lines on your Organization. Unless an order form says otherwise, list pricing is $500 per Line per month for 1–4 Lines, $450 per Line per month for 5–19 Lines, and custom pricing for 20 or more Lines. Annual prepaid plans receive a 15% discount.

• Subscriptions renew automatically for the same term (monthly or annual) unless cancelled before renewal.
• Lines added mid-term are billed [pro rata for the rest of the current Billing Month / from the date they go live], then at the regular rate.
• Lines removed take effect at the end of the current Billing Month (or annual term) and are not refunded for the current period.
• New Lines go through a warm-up period, during which daily sending limits start lower and increase over several weeks. Warm-up limits apply in addition to the monthly cap.

Phone numbers are provisioned by our messaging provider and are not transferable to you or portable to another service. We may replace a Line's number where a provider, carrier or Apple restricts it.

Each new Line carries a one-time setup fee of $150, charged when the Line is ordered. It covers one-time provisioning costs and is non-refundable once provisioning has started. [Whether a setup fee applies to replacement Lines issued after a provider restriction: TBD. Proposed: waived when the restriction was not caused by a breach of the Acceptable Use Policy.]

Each Line may contact up to 600 New Leads per Billing Month. The cap exists because our messaging provider limits how quickly a Line can start new conversations, and staying within it protects the Line's standing.

• Follow-ups to existing leads and replies from leads do not count toward the cap.
• Unused capacity does not roll over to the next Billing Month or transfer between Lines.
• When a Line reaches its cap, the platform pauses new enrollments on that Line until the next Billing Month. Follow-ups already scheduled for enrolled leads continue. You can add a Line at any time to increase capacity.
• There are no overage charges. You may not use workarounds to exceed the cap.

We may change the cap or warm-up limits with at least 30 days' notice, or sooner if a Third-Party Provider changes its limits.

• Fees are charged in advance in U.S. dollars to the payment method on file, or invoiced where an order form says so, payable within [30] days.
• Fees exclude taxes. You are responsible for sales, use, VAT and similar taxes, other than taxes on our income.
• If a payment fails, we will notify the Owner. If it remains unpaid [14] days after notice, we may suspend sending until it is paid. Late amounts may accrue interest at the lesser of 1.0% per month or the maximum allowed by law.
• Billing disputes must be raised in good faith within 30 days of the charge.
• Except where these Terms or the law say otherwise, fees are non-refundable. We may change prices with at least 30 days' notice, effective at your next renewal.

Our Acceptable Use Policy is part of these Terms. It sets out what you may send, to whom, and when, and how we enforce it. A breach of the Acceptable Use Policy is a breach of these Terms.

You are solely responsible for your messaging programs and their legal compliance. In particular, you will:

• obtain and keep records of any consent the law requires before messaging a person, including under the Telephone Consumer Protection Act (TCPA), FCC rules, state telemarketing and “mini-TCPA” laws, and the CTIA Messaging Principles and Best Practices;
• scrub your lists against the National Do Not Call Registry, applicable state lists and your own internal do-not-contact list, where required;
• identify your business in your messages and honor every opt-out request;
• have the right to upload and use all Customer Data, including lead data obtained from third parties;
• configure sending windows that meet any stricter state rules for your recipients;
• keep your account information accurate, and use the service only as documented.

The platform's guardrails (quiet hours, opt-out keyword handling, suppression lists and per-line limits) help you comply, but they do not make your program compliant and are not legal advice.

You own your Customer Data. You grant us a limited license to host, process, transmit and display it only as needed to provide and support the service, to keep it secure and compliant, and as the law requires. Our Privacy Policy and [Data Processing Addendum — TBD] describe how we handle it, including that we act as your service provider for lead data.

We may use aggregated, de-identified data about how the service performs (for example, delivery rates by channel across all customers) to operate and improve it, provided it does not identify you or any individual.

The service depends on, and connects to, providers we do not control:

• Messaging: LoopMessage provides our phone numbers and message delivery. Its policies, rate limits and acceptable-use requirements apply to your use of the service and are passed through in our Acceptable Use Policy.
• Networks: iMessage is operated by Apple; SMS by mobile carriers; WhatsApp by Meta. Each can filter, rate-limit, block or restrict messages or numbers at its own discretion.
• CRMs (such as HubSpot and GoHighLevel) and dialers (such as Nooks, Orum and SalesFinity): you connect these under your own agreements with those providers, and their terms govern the data you send them.

The availability, features and pricing of Third-Party Providers can change. Integrations may be modified, limited or discontinued if a provider changes its API or terms. We are not responsible for Third-Party Providers' acts, omissions or outages, though we will make reasonable efforts to work around them and keep you informed.

We may suspend all or part of your access, including pausing sequences or individual Lines, if:

• you breach the Acceptable Use Policy or these Terms;
• a Third-Party Provider, carrier or Apple requires it, or restricts a Line;
• your use creates a security, legal or reputational risk to us, other customers or recipients;
• payment is overdue as described above.

Where practical, we will give notice and a chance to fix the problem first, and we will limit the suspension to what is reasonably necessary. Fees continue to accrue during a suspension caused by your breach.

No delivery guarantee. We do not guarantee that any message will be delivered, delivered over iMessage, read or answered, or that any number is or will remain reachable on iMessage. iMessage availability checks are best-effort and can change at any time. Messaging providers, carriers and Apple can restrict, block or flag numbers or messages without notice, and we cannot reverse their decisions. We make no promise about reply rates, meetings booked or other results.

Features labeled beta, preview or design partner are provided for evaluation and may change or be withdrawn.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW.

You will defend and indemnify imsgs and its officers, employees and agents against third-party claims, fines and penalties (including reasonable attorneys' fees) arising from your messages, your Customer Data, your lack of required consent, or your breach of these Terms, the Acceptable Use Policy or the law, including claims under the TCPA and state telemarketing laws.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.

EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to your payment obligations, your indemnification obligations, or either party's liability that cannot be limited by law. [Counsel to confirm carve-outs, such as breach of confidentiality.]

• These Terms apply for as long as you have an account. You may cancel at any time, effective at the end of your current Billing Month or annual term.
• Either party may terminate for material breach that is not cured within 30 days of written notice. We may terminate immediately for serious or repeated breaches of the Acceptable Use Policy.
• On termination, sending stops and access ends. For 30 days afterward you may request an export of your Customer Data; we then delete it as described in our Privacy Policy.
• Sections that by their nature should survive (including fees owed, Customer Data, disclaimers, indemnification, limitation of liability and governing law) survive termination.

These Terms are governed by the laws of the State of [Governing-law state], without regard to its conflict of laws rules. Any dispute will be brought exclusively in the state or federal courts located in [County], [Governing-law state], and each party consents to their jurisdiction. [Counsel to decide whether to use arbitration instead, and whether to include a class-action waiver.]

• Changes. We may update these Terms. Material changes take effect 30 days after we notify the Owner, or at your next renewal if later. Continued use after that means you accept them.
• Assignment. Neither party may assign these Terms without consent, except to a successor in a merger, acquisition or sale of substantially all its assets.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, including Third-Party Provider outages and network-level restrictions.
• Notices to us go to hello@imsgs.co and [Street address, City, State ZIP]. Notices to you go to the Owner's email address.
• Entire agreement. These Terms, the policies they reference and any order form are the entire agreement on this subject. If any provision is unenforceable, the rest remains in effect.
• Trademarks. iMessage is a trademark of Apple Inc. imsgs is not affiliated with, sponsored by or endorsed by Apple Inc. Other product names belong to their owners.

[Company legal name], [Street address, City, State ZIP]. Email hello@imsgs.co.