1) Parties and scope

These Terms of Service (“Terms”) govern your access to and use of Smart Growth Services (“SGS,” “we,” “us”) software, automations, templates, onboarding services, support, and related products and services (collectively, the “Service”).

The Service includes any SGS-branded, SGS-operated, or SGS-provided offering, including productized solutions offered under specific product names (for example, industry-specific systems). Product names may change over time, and new products may be introduced under the SGS umbrella; these Terms apply to all such offerings unless SGS expressly states otherwise in writing.

By creating an account, signing an order form or statement of work (“Order Form”), paying an invoice, clicking to accept, or using any part of the Service, you agree to these Terms.

2) Definitions

“Client” / “you”: The business entity purchasing or using the Service.

“End Customer”: Your customer, lead, or contact.

“Third-Party Platforms”: Tools we connect to, configure, resell access to, or rely on to provide the Service (e.g., SMS/email/telephony providers, payment processors, domain registrars, hosting providers, CRM/automation platforms).

“Usage Charges”: Variable charges for messaging, email, phone, AI usage (if applicable), and other metered services.

“Confidential Information”: Non-public information disclosed by one party to the other that is marked confidential or that should reasonably be understood to be confidential.

3) Subscription plans, product descriptions, and term

3.1 Plans and product descriptions

SGS offers subscription plans and products that may include software access, websites, automations, templates, onboarding, and related services. Plan features, deliverables, and limitations may be described in an Order Form, invoice, onboarding documentation, or in-product plan description.

We may update features over time, including adding, removing, or modifying features, provided that we use reasonable efforts to avoid materially reducing the core functionality of the plan you purchased during an active billing period.

3.2 Initial commitment and renewal

Unless otherwise stated in writing, subscriptions require a 90-day initial commitment. After the initial term, the subscription continues month-to-month until canceled under these Terms.

3.3 Changes

You may upgrade or downgrade plans subject to (a) any then-current pricing and (b) the initial commitment. Downgrades may take effect at the end of the then-current billing cycle.

3.4 Order Form controls; product addenda

If you have an Order Form, and there is a conflict between these Terms and the Order Form, the Order Form controls with respect to pricing, payment schedule, deliverables, and term length for that purchase.

SGS may publish product-specific terms, addenda, acceptable use rules, or supplemental policies (“Product Addenda”) for certain offerings or features (including beta/preview features). Any applicable Product Addenda are incorporated into these Terms by reference and apply when you use the related product or feature.

4) Fees, billing, taxes, and no refunds

4.1 Monthly fees

You agree to pay the subscription fee shown on your Order Form or invoice.

4.2 Usage-based charges and pass-through costs

Subscription fees exclude, and you are responsible for, all Usage Charges and pass-through costs, including without limitation:

·       SMS, email, and phone usage charges

·       A2P registration/verification fees

·       Phone number fees

·       Domain registration/renewal fees

·       Email account fees

·       Third-party platform fees

You authorize SGS to bill these charges to the payment method on file.

4.3 Card-on-file authorization

You must maintain a valid payment method on file. You authorize SGS to charge recurring subscription fees, Usage Charges, and pass-through costs.

4.4 No refunds

All fees are non-refundable. This includes, without limitation, subscription fees, onboarding/setup fees (if any), and usage-based charges. No refunds will be issued for lack of use, partial use, or unused time by the Client.

4.5 Taxes

You are responsible for all applicable taxes, duties, or similar governmental assessments, excluding taxes based on SGS’s net income.

5) Professional and technical setup (onboarding authorization)

5.1 Included onboarding

Professional and technical setup may be included to onboard the Client. This may include, without limitation:

·       Setting up SMS-enabled phone numbers

·       Assisting with A2P registration and related verification steps

·       Purchasing, connecting, or configuring domains

·       Updating DNS records

·       Setting up email accounts and sending configurations

·       Connecting or configuring Third-Party Platforms

5.2 Authorization to act on your behalf

You authorize SGS to perform the onboarding and setup activities described above on your behalf as reasonably necessary to provide the Service.

You agree to provide timely access, approvals, and required information (including business details needed for A2P registration and compliance). You acknowledge that approval timelines and outcomes may depend on Third-Party Platforms and carriers.

6) Client responsibilities (marketing, compliance, and consent)

6.1 You are the sender

The Service may provide or facilitate emails, SMS, websites, and templated marketing content. You (the Client) are the sender of any marketing messages and are solely responsible for how and to whom messages are sent.

6.2 Legal compliance

You are solely responsible for ensuring your use of the Service complies with all applicable laws and regulations, including but not limited to TCPA, CAN-SPAM, and any applicable regional, state, and federal privacy and marketing laws.

6.3 Consent, opt-outs, and content

You represent and warrant that:

·       You have obtained all required consents to contact End Customers via SMS, email, and phone.

·       You will honor opt-out requests promptly.

·       Your messages, offers, and claims are truthful and compliant.

6.4 Your data accuracy

You are responsible for the accuracy and legality of any data you upload or input.

7) Support and communications

7.1 Support channel

Support is provided via ticket/email at [email protected].

7.2 Response times

We aim to respond within a reasonable time, but do not guarantee specific response times unless stated in writing.

8) Suspension for non-payment

If payment fails or becomes overdue, SGS may:

·       Provide a 7-day window to cure non-payment, and

·       Suspend access to the Service until amounts are paid.

If an account remains unpaid for 60+ days, SGS may delete or permanently remove data associated with the account. You are responsible for maintaining backups of your data.

9) Third-party platforms and integrations

9.1 Third-party terms

Your use of Third-Party Platforms is subject to their terms and policies. SGS is not responsible for third-party outages, changes, suspensions, policy enforcement actions, API changes, pricing changes, or availability.

9.2 Deliverability and carrier filtering

SMS/email deliverability is not guaranteed. Carriers and providers may filter, block, throttle, delay, or prevent messages.

9.3 A2P registration outcomes

SGS may assist with A2P registration, but cannot guarantee approval by carriers or third-party providers. Denials, delays, and additional requirements may occur.

10) Intellectual property

10.1 SGS materials

SGS retains all rights, title, and interest in the Service, templates, workflows, code, and documentation.

10.2 Limited license

During your active subscription and subject to these Terms, SGS grants you a limited, non-exclusive, non-transferable license to use the Service for your internal business purposes.

10.3 Restrictions

You may not:

·       Reverse engineer, copy, or resell the Service

·       Provide the Service to third parties as a bureau/service provider without written permission

·       Remove proprietary notices

11) Data, privacy, and security

11.1 Data processing

You grant SGS permission to process your data to provide and improve the Service.

11.2 Confidentiality

Each party will protect the other’s Confidential Information using reasonable care and will use such Confidential Information only to perform obligations or exercise rights under these Terms.

11.3 Security

SGS uses commercially reasonable measures to protect data, but cannot guarantee absolute security.

12) Service availability, changes, and no revenue guarantee

12.1 Service changes

We may modify, suspend, or discontinue parts of the Service. We will use reasonable efforts to provide notice for material changes where practical.

12.2 No revenue guarantee

SGS does not guarantee revenue, profits, lead volume, conversion rates, deliverability, or business outcomes of any kind. Results depend on many factors outside SGS’s control, including your offer, pricing, market, reputation, operations, and compliance.

12.3 Beta/preview features

From time to time, SGS may offer features labeled beta, preview, early access, or similar. These features are provided “as is,” may be changed or removed at any time, and may have limited or no support.

13) Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” SGS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14) Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

·       SGS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

·       SGS’S TOTAL LIABILITY FOR ANY CLAIM RELATING TO THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO SGS IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15) Indemnification

You agree to defend, indemnify, and hold harmless SGS from claims arising out of:

·       Your use of the Service

·       Your marketing practices, consent collection, or communications

·       Your content, offers, or representations to End Customers

·       Your violation of laws or third-party terms

16) Cancellation

16.1 How to cancel

Cancellation requires written notice. Cancellation is effective upon SGS confirmation.

16.2 Effect of cancellation

Upon cancellation or termination:

·       Access may be removed at the end of the billing period (or earlier for non-payment)

·       You remain responsible for unpaid fees and usage charges

·       Fees are non-refundable as stated in Section 4.4

16.3 Discount clawback

If you received a discount tied to a term commitment and cancel early, the discount is forfeited and the difference between discounted and standard pricing becomes immediately due unless otherwise stated in writing.

17) Governing law and venue

These Terms are governed by the laws of the State of Michigan, without regard to conflict of law principles. Any dispute will be brought in the state or federal courts located in Michigan, and the parties consent to jurisdiction and venue there.

18) Changes to these Terms

We may update these Terms from time to time. Continued use of the Service after changes become effective constitutes acceptance.

19) Contact

Questions about these Terms: [email protected]