Terms of Service

These Terms of Service ("Terms") govern your use of services provided by Apex Marketing & E-commerce LLC, a Tennessee limited liability company operating the Instant Edge Systems brand ("Instant Edge Systems," "we," "us," "our") to you ("Client," "you"). By purchasing or using our services, you agree to these Terms.

1. Services

We provide a website, lead capture and follow-up automation, review-request automation, past-customer reactivation capabilities, and a client-facing operating environment or dashboard where included in the active delivery stack (collectively, the "System"), for a monthly or annual subscription fee as described at checkout or on our pricing page.

We may use third-party hosting, communications, CRM, scheduling, meeting, analytics, or payment platforms to deliver portions of the System. Unless a specific vendor is expressly identified in your signed order, no particular underlying software vendor is part of the service commitment.

2. Term and Billing

2.1 No long-term contract. Service is billed month-to-month unless you select the annual plan. There is no minimum commitment period on the monthly plan.

2.2 Annual plan. If you select annual billing, you agree to a one-time annual charge covering 12 months of service at the rate stated at checkout. Annual plans are billed in advance and are non-refundable except as provided under Section 4 (Guarantees) and our Refund Policy, which includes a 30-day money-back window applicable to both monthly and annual plans.

2.3 Additional usage charges. If messaging, calling, advertising, domains, or other metered third-party services are activated for your account, the applicable pass-through or usage charges are disclosed before or when that feature is enabled and are not included in the base subscription unless we expressly say otherwise. Provider rates and taxes may change. We do not treat an estimated usage amount as a fixed monthly price.

2.4 No setup, build, or onboarding fee. The subscription price is the entire price of the build. We charge no setup fee, no build fee, no onboarding fee, and no cancellation fee, and we will not invoice you for design, copywriting, configuration, migration, or training work that falls within the Services described in Section 1. The only amounts you owe beyond the subscription are the pass-through usage charges in Section 2.3, applicable sales tax, and any out-of-scope work you ask for and approve in writing in advance.

2.5 Price changes. We will provide at least 30 days' notice of any change to your subscription price, effective on your next billing cycle.

2.6 Automatic renewal. Subscriptions renew automatically — monthly plans every month, annual plans every 12 months — at the then-current rate until cancelled. We send a renewal reminder at least 30 days before any annual renewal. See the Refund Policy §4.3 for full auto-renewal terms.

3. Cancellation

You may cancel at any time by notifying us in writing or through your account. Upon cancellation:

• You retain ownership of any domain registered in your name
• You may request an export of Client-controlled contact and conversation data reasonably available from the active delivery stack
• Hosted or managed components under our control may be deactivated on or after the cancellation-effective date, subject to any written transition commitment we made to you
• No cancellation fee applies
• Annual plan cancellations are not eligible for a prorated refund of the remaining term, except as provided under Section 4 or under the 30-day money-back window in our Refund Policy §1

4. Guarantees and Service Targets

4.1 Implementation Target. Once we have the information, assets, access, approvals, and other prerequisites reasonably required for the core build, we target completion of that core implementation in roughly 7–10 business days. This is a planning target, not a money-backed delivery guarantee or fixed completion warranty. If circumstances materially change the target, we will communicate the updated expectation and the reason. No automatic free month, service credit, or refund arises solely because this target is missed.

4.1.1 Messaging is separate from the implementation target. Automated text messaging cannot be enabled until your Application-to-Person (A2P 10DLC) registration is approved by the mobile carriers. Carrier review is performed by third parties, typically takes one to three weeks, and is outside our control and outside the control of any provider. We therefore make no commitment as to when carrier approval will issue.

What we do commit to, and what you may hold us to:

• we will submit your registration within one (1) business day of receiving the business details required to file it; and
• messaging will be live within two (2) business days of carrier approval.

The 2-Minute Guarantee in Section 4.2 begins on the date messaging goes live. Carrier review time is not included in the Section 4.1 implementation target.

4.2 The 2-Minute Guarantee. Once your carrier messaging registration (A2P 10DLC) is approved and active, we commit to the missed-call text-back automation responding to a missed call within 2 minutes. If this automation fails to respond within 2 minutes on three (3) or more verified occasions within a single calendar month, that month's subscription fee is waived. This guarantee is contingent on active carrier messaging approval and does not apply during the registration period, which typically takes 1–3 weeks and is outside either party's direct control.

4.3 The 30-Day Answer-First Guarantee. Separately from 4.1 and 4.2, you may obtain a full cash refund of subscription fees paid within 30 days of your original purchase, provided you have (i) attended your kickoff call, (ii) completed call routing so the text-back automation receives your missed calls, and (iii) responded to leads the System delivered to you. Where A2P 10DLC registration has not yet been approved, this window is extended to 30 days after approval. This guarantee is available once per business entity. A refund covers our subscription fee and any sales tax that we are permitted to reverse or recover with that refund. Third-party pass-through costs are not refundable, including messaging and voice usage (message and data rates apply and remain your responsibility), A2P 10DLC registration and carrier vetting fees, domains, third-party platform, software or hosting charges, advertising spend, and retained payment-processing fees. Full terms, exclusions, and the treatment of work product on refund are set out in our Refund Policy §1 and §1.5, which control on refunds and cancellation.

4.4 Remedy under 4.2. The Section 4.1 implementation target carries no automatic credit or refund. The 2-Minute Guarantee in Section 4.2 does not entitle you to a cash refund; its sole remedy is the waived or credited month described there. The cash remedy in 4.3 is separate and is subject to its own conditions.

4.5 Remedies are exclusive and do not stack. The remedy stated for each guarantee is your sole and exclusive remedy for the failure it covers. You may not recover twice for the same failure. A month already provided free under 4.2 is not refundable under 4.3, because it was not paid for.

4.6 Verification. Guarantee and refund claims are verified against available system logs and records maintained by us. We will communicate our determination in good faith and in a timely manner.

5. Your Responsibilities

You agree to:

• Provide accurate business information for use in the System
• Only provide us customer/contact lists for individuals you have a lawful basis to contact (see our Privacy Policy). For marketing or reactivation SMS, you must maintain the consent records required for that campaign; prior-customer status by itself is not treated by us as blanket permission for automated marketing texts.
• Comply with all applicable laws in your use of the System, including telemarketing, text-message consent, do-not-call, email-marketing, and consumer protection laws applicable to your business
• Maintain the confidentiality of your account credentials

When we process personal information on your behalf as part of the System, our Data Processing Addendum is incorporated into these Terms for that processing. The current providers used to support the service are described in our Subprocessor List.

6. Intellectual Property

6.1 Your content. You retain ownership of your business name, logo, photos, and other content you provide. You grant us a license to use this content solely to build and operate your website and System.

6.2 Domain ownership. Any domain registered in your name is your property, regardless of who initiates the purchase, and remains yours upon cancellation.

6.3 Our platform. The design templates, automation workflows, configuration, and underlying technology we use to deliver the System remain our property and that of the applicable third-party platform providers. Your services may run on infrastructure we or those providers control and do not transfer to you upon cancellation, except for the domain and exported Client data described in Section 3 and any other item expressly identified as Client-owned in a signed order.

7. Disclaimers

7.1 No results guarantee. We do not guarantee any specific business outcome, including the number of jobs booked, leads generated, or revenue earned. Business results depend on factors outside our control, including your pricing, reputation, sales process, and market conditions. The Section 4.1 implementation target is an estimate, not a guarantee; the limited guarantees/refund rights in Section 4 apply only to the commitments expressly stated there.

7.2 Third-party dependencies. The System may depend on third-party hosting, communications, CRM, scheduling, meeting, Google, payment, or other infrastructure providers that we do not control. We are not liable for service interruptions caused by those providers except to the extent applicable law or an express written commitment says otherwise.

8. Limitation of Liability

To the maximum extent permitted by law, our total liability to you for any claim arising from these Terms or the services is limited to the total amount you actually paid us in the twelve (12) months immediately preceding the event giving rise to the claim. We are not liable for indirect, incidental, or consequential damages, including lost profits or lost business opportunities.

9. Indemnification

9.1 Your indemnity. You will defend, indemnify, and hold harmless Instant Edge Systems, its owners, employees, and contractors from any claim, demand, investigation, penalty, or loss — including reasonable attorney's fees — arising out of or relating to:

• The contacts you give us. Any claim that a message sent to a number or address you supplied lacked the consent required by law. This includes the Telephone Consumer Protection Act, the CAN-SPAM Act, state telemarketing and do-not-call statutes, and equivalent rules. You are the sole judge of whether you have a lawful basis to contact the people on your list, and you warrant that you do.
• Purchased, scraped, rented, or inherited lists. You warrant you will not upload any, and you indemnify us fully if you do.
• Content you provide — copy, photos, logos, reviews, claims about your business, licence or certification claims — including any infringement or false-advertising claim arising from it.
• Your use of the System in violation of any law, of our Acceptable Use expectations, or of a carrier or platform policy.
• Your own goods and services, your workmanship, and any dispute between you and your customer.

9.2 Why this clause exists, in plain terms. We operate the mechanism; you choose who it talks to. TCPA damages are statutory and assessed per message, so a single bad list can generate exposure far larger than anything you have paid us. We are not in a position to verify the consent history of a contact list you built over fifteen years, and we are not going to pretend otherwise. If you bring the list, you carry that risk.

9.3 Our indemnity. We will defend, indemnify, and hold you harmless from any third-party claim that the Service as we provide it infringes that party's intellectual property rights. This does not apply to content you supplied, to modifications you made, or to your use of the Service in combination with anything we did not provide.

9.4 Procedure. The party seeking indemnity must (a) notify the other promptly in writing, (b) give the indemnifying party sole control of the defence and settlement, except that no settlement admitting fault or imposing a non-monetary obligation may be made without the indemnified party's written consent, and (c) cooperate reasonably at the indemnifying party's expense.

9.5 Survival. This Section survives termination, cancellation, and refund. A refund under the Refund Policy does not release you from claims arising out of messages sent while the Service was active.

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10. Governing Law

These Terms are governed by the laws of the State of Tennessee, without regard to conflict-of-law principles. Unless applicable law requires otherwise, the agreed venue for disputes is the state courts located in Davidson County, Tennessee, or the United States District Court for the Middle District of Tennessee. Our Refund Policy requires an informal attempt to resolve disputes before either party pursues available court remedies.

11. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes. Continued use of the services after a change constitutes acceptance.

12. Contact

Instant Edge Systems Nashville, Tennessee, United States decarlo@instantedgesystems.com