Terms and Conditions of Service

Effective Date: December 21, 2025

Last Updated: December 21, 2025

1. Acceptance of Terms

These Terms and Conditions ("Terms," "Agreement") constitute a legally binding agreement between you ("Client," "Customer," "you," or "your") and Instinct Growth Solutions ("Company," "we," "us," or "our") governing your access to and use of our AI-powered communication services, including SMS, WhatsApp, voice AI systems, lead management, and appointment scheduling services (collectively, the "Services").

By accessing or using our Services, signing a service agreement, or clicking "I Accept," you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use our Services.

2. Eligibility and Account Registration

2.1 Business Use Only

Our Services are designed exclusively for business-to-consumer (B2C) companies and commercial use. You represent and warrant that:

You are a legally registered business entity or authorized representative thereof

You are at least 18 years of age

You have the legal authority to enter into this Agreement on behalf of your organization

You will use the Services only for lawful business purposes

2.2 Account Registration

To use our Services, you must:

Provide accurate, current, and complete information during registration

Maintain and promptly update your account information

Maintain the security and confidentiality of your account credentials

Notify us immediately of any unauthorized access or security breach

Accept responsibility for all activities that occur under your account

2.3 Account Verification

We reserve the right to verify your identity and business credentials. You may be required to provide:

Business registration documents

Tax identification numbers

Proof of authorization to use Services

Additional documentation as reasonably requested

3. Service Description

3.1 AI-Powered Communication Services

We provide AI-driven communication solutions including:

SMS Campaign Management: Automated text messaging for lead generation, customer engagement, and sales

WhatsApp Business Integration: Conversational AI through WhatsApp Business API

Voice AI Systems: Automated voice calls with natural language processing capabilities

Lead Management: Lead qualification, scoring, routing, and tracking

Appointment Scheduling: Automated booking and calendar integration

Multi-Channel Communication: Unified inbox and response management

Analytics and Reporting: Campaign performance metrics and insights

3.2 Service Availability

While we strive for continuous availability, we do not guarantee uninterrupted access to our Services. Services may be temporarily unavailable due to:

Scheduled or emergency maintenance

System upgrades and updates

Third-party service provider issues

Force majeure events

Technical difficulties beyond our reasonable control

3.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time with reasonable notice. We will make commercially reasonable efforts to notify you of material changes 30 days in advance.

4. Acceptable Use Policy

4.1 Permitted Use

You agree to use our Services only for:

Legitimate business communications with proper consent

Marketing and sales activities that comply with all applicable laws

Customer support and service enhancement

Lead generation with lawful consent collection

Appointment scheduling and reminders

4.2 Prohibited Use

You shall not use our Services to:

Content Restrictions:

Send spam, unsolicited messages, or communications without proper consent

Transmit illegal, fraudulent, defamatory, obscene, or offensive content

Distribute malware, viruses, or malicious code

Send messages containing hate speech, discrimination, or harassment

Promote illegal activities, controlled substances, or weapons

Engage in phishing, scamming, or deceptive practices

Share explicit sexual content or adult services

Promote pyramid schemes, multi-level marketing without proper disclosure

Violate intellectual property rights of others

Technical Restrictions:

Reverse engineer, decompile, or attempt to extract source code

Interfere with or disrupt Services or servers

Bypass security measures or authentication systems

Use automated systems to access Services beyond provided API

Overload systems with excessive requests (rate limiting violations)

Create false identities or impersonate others

Share account credentials with unauthorized parties

Compliance Violations:

Send messages without obtaining proper TCPA, CASL, or GDPR consent

Contact numbers on Do Not Call registries without exemption

Violate CAN-SPAM requirements for email communications

Send messages outside permitted time windows (8 AM - 9 PM local time)

Ignore opt-out requests or continue messaging after consent withdrawal

Use purchased or scraped contact lists without verified consent

Fail to provide clear sender identification

Omit required opt-out mechanisms

4.3 Consequences of Violations

Violation of this Acceptable Use Policy may result in:

Immediate suspension or termination of Services

Deletion of offending content

Reporting to law enforcement or regulatory authorities

Legal action to recover damages

Forfeiture of prepaid fees

Liability for costs incurred due to violations

5. Compliance and Legal Obligations

5.1 Your Compliance Responsibilities

You are solely responsible for:

Consent Management:

Obtaining all required consents before sending messages (TCPA, CASL, GDPR compliance)

Maintaining documented proof of consent with required information

Ensuring consent is freely given, specific, informed, and unambiguous

Implementing proper opt-in processes that meet legal standards

Honoring opt-out requests within required timeframes

Maintaining internal Do Not Contact lists

Regulatory Compliance:

Compliance with TCPA (Telephone Consumer Protection Act)

Compliance with CASL (Canada's Anti-Spam Legislation)

Compliance with GDPR (General Data Protection Regulation) where applicable

Compliance with state privacy laws (CCPA/CPRA and other state laws)

Compliance with CAN-SPAM Act for email communications

Compliance with FCC rules and regulations

Compliance with industry-specific regulations (HIPAA, GLBA, etc., if applicable)

Content Responsibility:

Accuracy and legality of all message content

Truthfulness of claims and representations

Proper disclosures and disclaimers

Compliance with advertising standards

Intellectual property rights clearance

Record Keeping:

Maintaining consent records for minimum required periods

Documenting opt-out requests and processing

Keeping audit trails of communications sent

Preserving evidence of compliance for regulatory inquiries

5.2 Our Compliance Commitments

We commit to:

Providing tools and features that facilitate your compliance efforts

Maintaining secure API infrastructure with encryption and authentication

Implementing industry-standard data protection measures

Processing data in accordance with our Privacy Policy

Providing opt-out management capabilities

Maintaining Do Not Call scrubbing where applicable

Offering compliance guidance and best practices documentation

5.3 Regulatory Inquiries and Investigations

If we receive regulatory inquiries, subpoenas, or complaints related to your use of Services:

You agree to cooperate fully and provide requested information promptly

You will indemnify us for costs associated with responding to such inquiries

We may suspend Services pending resolution of serious compliance concerns

We reserve the right to disclose information as required by law

5.4 Campaign Review and Approval

We reserve the right to:

Review campaign content before deployment for compliance assessment

Reject or suspend campaigns that violate laws or these Terms

Request documentation of consent or compliance measures

Require modifications to messaging content or practices

Implement additional safeguards for high-risk campaigns

6. Fees, Payment, and Billing

6.1 Pricing and Fees

Service fees are based on your selected plan and usage, including:

Monthly or annual subscription plans

Or Pay on performance plans

All pricing is customized by business according to a number of factors.

6.2 Payment Terms

Payment terms will be negotiations of each client.

We accept payment via credit card, ACH transfer, or wire transfer

You authorize us to charge your payment method for all amounts due

Failed payments may result in service suspension after notice

Late payments may incur interest at 1.5% per month or maximum legal rate

6.3 Refund Policy

Monthly subscription fees are non-refundable except as required by law

Unused message credits do not roll over unless specified in your plan

Refunds for service failures will be provided as service credits

Early termination does not entitle you to refunds of prepaid fees

Disputes must be raised within 30 days of billing

6.4 Price Changes

We may modify pricing with 30 days' written notice. Continued use of Services after the effective date constitutes acceptance of new pricing. You may cancel Services before the new pricing takes effect to avoid charges.

6.5 Taxes

All fees are exclusive of applicable taxes, duties, or governmental charges. You are responsible for all sales, use, value-added, and other taxes except those based on our net income.

7. Data Rights and Responsibilities

7.1 Your Data Ownership

You retain all ownership rights to:

Customer contact lists and databases

Message content and creative materials

Lead information and engagement data

Business information and proprietary data

We claim no ownership rights to your data.

7.2 License to Use Your Data

You grant us a limited, non-exclusive license to:

Process and transmit your data to provide Services

Store data on secure servers

Use data to generate analytics and insights for your account

Create anonymized, aggregated data for service improvement

Make backups and copies necessary for service operation

This license terminates when you delete data or terminate Services, subject to retention requirements.

7.3 Data Processing Agreement

For clients subject to GDPR or similar regulations, we enter into a Data Processing Agreement (DPA) that establishes:

Our role as data processor and your role as data controller

Specific processing instructions and limitations

Security measures and incident response procedures

Sub-processor disclosure and approval

Data subject rights facilitation

Terms for data return or deletion upon termination

7.4 Confidentiality

We will maintain the confidentiality of your data and will not:

Sell, rent, or trade your customer data to third parties

Use your data for our own marketing purposes

Disclose data except as permitted by this Agreement or required by law

Allow unauthorized access to your account or data

7.5 Data Security

While we implement robust security measures (as detailed in our Privacy Policy), you acknowledge that:

No system is completely secure from all threats

You are responsible for securing your account credentials

You should implement your own data protection practices

We are not liable for security breaches beyond our reasonable control

7.6 Data Portability and Export

You may export your data at any time through:

Dashboard export features (CSV, JSON, or other formats)

API access to retrieve data programmatically

Request for data export assistance (fees may apply for large datasets)

We will facilitate reasonable data export requests within 30 days.

8. Intellectual Property Rights

8.1 Our Intellectual Property

We own all rights, title, and interest in:

The Services platform and software

AI algorithms, models, and training data

User interface design and experience

Documentation, guides, and training materials

Trademarks, logos, and brand elements

Patents, copyrights, and trade secrets

Nothing in this Agreement transfers any ownership rights to you.

8.2 Limited License to Use Services

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes in accordance with these Terms.

8.3 Restrictions on Use

You may not:

Copy, modify, or create derivative works of our software

Rent, lease, sell, or sublicense access to Services

Remove proprietary notices or labels

Use our trademarks without written permission

Frame or mirror any part of the Services

Reverse engineer or attempt to extract source code

8.4 Your Intellectual Property

You warrant that:

You own or have licensed all content you provide

Your use of content does not infringe third-party rights

You have authority to grant us the license described in Section 7.2

Your brand materials and messaging comply with applicable laws

8.5 Feedback and Suggestions

If you provide feedback, suggestions, or ideas for improvements:

We may use such feedback without obligation to you

You grant us a perpetual, irrevocable, worldwide license to implement feedback

We have no obligation to implement suggestions or provide compensation

Feedback does not create confidentiality obligations

9. Third-Party Services and Integrations

9.1 Third-Party Platforms

Our Services integrate with third-party platforms including:

SMS carriers and aggregators (Twilio, Plivo, Bandwidth, etc.)

WhatsApp Business API

Cloud infrastructure providers (AWS, Google Cloud, Azure)

CRM systems (Salesforce, HubSpot, etc.)

Calendar and scheduling platforms

Payment processors

9.2 Third-Party Terms

Your use of integrated third-party services is subject to their respective terms and conditions. You are responsible for:

Maintaining accounts with required third-party services

Complying with third-party terms of service

Paying fees charged by third-party providers

Resolving disputes with third-party vendors

9.3 Third-Party Availability

We are not responsible for:

Availability or performance of third-party services

Changes to third-party APIs or functionality

Third-party pricing changes or fee increases

Data security practices of third-party providers

Termination or suspension of third-party services

9.4 API Usage

If you use our API:

You must comply with API documentation and rate limits

You are responsible for securing your API keys

We may suspend API access for abuse or violations

API availability and functionality may change with notice

10. Warranties and Disclaimers

10.1 Your Warranties

You represent and warrant that:

You have authority to enter this Agreement

Your use of Services complies with all applicable laws

You have obtained all required consents and permissions

Your content does not violate third-party rights

Information provided during registration is accurate

10.2 Service Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

WARRANTIES OF MERCHANTABILITY

FITNESS FOR A PARTICULAR PURPOSE

NON-INFRINGEMENT

ACCURACY OR RELIABILITY

UNINTERRUPTED OR ERROR-FREE OPERATION

VIRUS OR MALWARE-FREE SERVICES

10.3 AI and Automation Disclaimer

Regarding AI-powered features:

AI responses may not always be accurate or appropriate

You are responsible for reviewing and approving AI-generated content

We do not guarantee specific outcomes or results from AI systems

AI performance may vary based on data quality and use case

Human oversight is recommended for critical communications

10.4 Delivery and Performance

We do not warrant or guarantee:

Successful delivery of messages to all recipients

Specific response rates or conversion metrics

Compatibility with all devices or carriers

Specific uptime percentages or service levels (unless specified in SLA)

Freedom from all bugs or technical issues

10.5 Legal Compliance Disclaimer

While we provide tools and guidance to facilitate compliance:

We are not your legal advisors

You are ultimately responsible for your legal compliance

We do not guarantee that use of Services ensures legal compliance

You should consult with legal counsel regarding regulatory requirements

Compliance tools are aids, not substitutes for legal diligence

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES

LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES

COST OF SUBSTITUTE SERVICES OR PROCUREMENT

BUSINESS INTERRUPTION OR SERVICE DOWNTIME

REPUTATION DAMAGE OR LOSS OF GOODWILL

DAMAGES ARISING FROM THIRD-PARTY SERVICES OR INTEGRATIONS

This exclusion applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

11.2 Cap on Liability

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR $10,000, WHICHEVER IS LESS.

11.3 Exceptions

The limitations in this Section 11 do not apply to:

Our gross negligence or willful misconduct

Death or personal injury caused by our negligence

Fraud or fraudulent misrepresentation

Our indemnification obligations under Section 12

Violations of intellectual property rights

Matters that cannot be limited by applicable law

11.4 Essential Purpose

You acknowledge that these limitations of liability are essential elements of the bargain between the parties and that we would not provide Services without these limitations.

12. Indemnification

12.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or related to:

Your use or misuse of the Services

Your violation of these Terms

Your violation of any laws or regulations, including TCPA, CASL, GDPR, CAN-SPAM, or state privacy laws

Your content, messages, or communications sent through Services

Infringement of third-party intellectual property rights by your content

Claims by recipients of your messages (spam complaints, harassment claims, etc.)

Your failure to obtain proper consents or honor opt-out requests

Negligence or willful misconduct by you or your authorized users

Breach of your warranties and representations

12.2 Defense and Settlement

We will:

Promptly notify you of any claim subject to indemnification

Provide reasonable cooperation in the defense (at your expense)

Allow you to control defense and settlement negotiations

You may not settle any claim without our prior written consent if the settlement:

Imposes obligations on us

Includes admission of liability on our behalf

Does not include full release of all claims against us

12.3 Our Indemnification

We will indemnify you against third-party claims that our Services infringe valid patents, copyrights, or trade secrets, provided you:

Promptly notify us of the claim

Grant us sole control of defense and settlement

Provide reasonable cooperation in the defense

Our obligation does not apply to claims arising from:

Your modifications to our Services

Combination with third-party products

Use after we notify you of potential infringement

Your violation of these Terms

13. Term and Termination

13.1 Term

This Agreement begins when you accept these Terms and continues until terminated by either party as described below.

13.2 Termination for Convenience

By You:

You may terminate at any time with 30 days' written notice

Cancellation takes effect at the end of your current billing period

No refunds for unused portions of prepaid subscription fees

You remain liable for charges incurred prior to termination

By Us:

We may terminate with 30 days' written notice for any reason

We will refund pro-rated amounts for prepaid subscription fees

13.3 Termination for Cause

We may immediately terminate or suspend your access without notice if:

You breach any material term of this Agreement

You violate applicable laws or regulations

Your account is used for fraudulent or illegal activities

You fail to pay undisputed fees within 15 days of notice

Your conduct threatens security or integrity of Services

We are required to terminate by law or regulatory order

You engage in activities that create legal or reputational risk for us

13.4 Effect of Termination

Upon termination:

Your Obligations:

Immediately cease all use of Services

Pay all outstanding fees and charges

Return or destroy any confidential information

Stop representing affiliation with our Services

Our Obligations:

Cease providing Services (subject to wind-down period)

Provide data export capability for 30 days (fees may apply)

Delete your data within 90 days unless legally required to retain

Survival:

Sections regarding fees, indemnification, liability limitations, and dispute resolution survive termination

Licenses granted by you to use your data for aggregated analytics survive in anonymized form

13.5 Data Retrieval After Termination

You have 30 days after termination to retrieve your data. After this period:

We may delete data in accordance with our retention policies

Data recovery may not be possible

Fees may apply for extended data access or recovery assistance

14. Dispute Resolution

14.1 Informal Resolution

Before filing any formal dispute, you agree to contact us at [disputes email] and attempt to resolve the dispute informally. We commit to working in good faith toward resolution.

14.2 Governing Law

This Agreement is governed by the laws of [Your State/Jurisdiction], without regard to conflict of law principles.

14.3 Arbitration Agreement

Binding Arbitration: Except for disputes that may be brought in small claims court, any dispute arising out of or relating to this Agreement or Services shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

Arbitration Process:

Each party bears its own costs and attorneys' fees unless awarded by arbitrator

Arbitrator's decision is final and binding

Judgment may be entered in any court of competent jurisdiction

Exceptions to Arbitration:

Claims for injunctive or equitable relief to protect intellectual property

Small claims court actions within jurisdictional limits

Administrative agency proceedings

14.4 Class Action Waiver

YOU AND THE COMPANY AGREE THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS.

This waiver does not apply where prohibited by law.

14.5 Equitable Relief

Nothing in this Section prevents either party from seeking injunctive or equitable relief in court to prevent irreparable harm to intellectual property or confidential information.

15. General Provisions

15.1 Assignment

You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement to any affiliate or successor entity without your consent. Any unauthorized assignment is void.

15.2 Force Majeure

Neither party is liable for failure to perform obligations due to events beyond reasonable control, including:

Natural disasters, pandemics, or acts of God

War, terrorism, or civil unrest

Government actions, laws, or regulations

Labor disputes or strikes

Telecommunications or internet failures

Third-party service provider failures

The affected party must provide prompt notice and use reasonable efforts to resume performance.

15.3 Notices

All notices must be in writing and sent to:

To Company: Instinct Growth Solutions

Email: [email protected]

Notices are deemed received:

Email: 24 hours after sending

Physical mail: 5 business days after mailing

15.4 Entire Agreement

This Agreement, together with our Privacy Policy and any applicable service agreements or order forms, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings.

15.5 Amendments

We may update these Terms at any time by posting revised Terms on our website. Material changes will be notified via:

Email to your registered address

Prominent notice in the Services dashboard

30 days' advance notice before effective date (for material changes)

Continued use after the effective date constitutes acceptance. If you disagree, your sole remedy is to terminate Services.

15.6 Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions continue in full force and effect. Invalid provisions will be modified to achieve the intended economic effect to the extent permissible.

15.7 Waiver

Failure to enforce any right or provision does not constitute a waiver of that right. Waivers must be in writing and signed by the waiving party. No single waiver constitutes a continuing waiver.

15.8 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, or agency relationship.

15.9 No Third-Party Beneficiaries

This Agreement is solely for the benefit of the parties and does not confer rights on any third party, except that our affiliates, officers, directors, and employees are third-party beneficiaries of provisions protecting them from liability.

15.10 Export Compliance

You may not use or export Services in violation of US export laws and regulations. You represent that you are not located in an embargoed country and are not on any US government restricted parties list.

15.11 Government Use

If you are a US government entity, Services are "Commercial Items" as defined in FAR 2.101, and use is subject to standard commercial terms.

15.12 Language

This Agreement is drafted in English. Any translation is for convenience only, and the English version prevails in case of conflict.

16. Contact Information

For questions, support, or to exercise your rights under this Agreement:

For all inquiries

Email: [email protected]

North America Phone: +1 727 248-0530 E.U. phone: +351 924 178 441

Physical Address:

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

Last Updated: December 21, 2025