Creators of the Savvy Shopper App & Magazine — Connecting local businesses with thousands of shoppers across North Carolina. Click HERE to Learn More
Creators of the Savvy Shopper App & Magazine — Connecting local businesses with thousands of shoppers across North Carolina. Click HERE to Learn More
Effective Date: June 10, 2023
These Terms of Service (“Terms”) govern services provided by Manageable Marketing Solutions, LLC (“MMS,” “we,” “us,” or “our”) to a client, participating practice, business, organization, or other recipient of MMS services (“Client”).
These Terms are intended to operate together with any applicable proposal, service agreement, manufacturer agreement, statement of work, order form, invoice, authorization, Business Associate Agreement (“BAA”), checkout terms, or other written agreement applicable to the Client or program.
MMS programs are individualized. Not every Client receives the same services, pricing, deliverables, systems, access, ownership rights, or transfer rights. The Client's specific written agreement controls the Client's purchased scope. If an expressly stated provision of a Client-specific written agreement conflicts with these general Terms, the Client-specific provision controls as to that conflict.
MMS provides integrated marketing, advertising, appointment generation, appointment booking, sales support, operational, technology, consulting, training, website, communications, CRM, automation, call-center, and related business-support services.
Depending upon the applicable program, services may include:
MMS does not represent that every Client receives the same program. Scope, pricing, deliverables, access, ownership, staffing, technology, reporting, advertising, calling, appointment services, training, and other program components may differ by Client.
A service, asset, price, transfer right, accommodation, or deliverable provided to one Client does not create a right or entitlement for another Client.
Many MMS programs are integrated programs in which multiple components work together to produce the intended service.
Unless MMS expressly agrees otherwise in writing, a Client purchasing an integrated or Full-Service Program is purchasing the program and its expressly identified deliverables—not every individual system, account, tool, process, configuration, or technology MMS uses to perform the program.
Advertising, GHL, CRM systems, AI, automation, Call Hop, telephone systems, websites, funnels, workflows, reporting, scripts, sales processes, training, audiences, tracking, and other technology or infrastructure may be tools MMS uses to perform its work rather than separately sold products.
MMS may voluntarily perform additional work, provide additional personnel, absorb additional costs, troubleshoot Client operations, provide additional training, create additional creative, rebuild systems, or otherwise provide services beyond the minimum written scope in an effort to help a Client succeed.
Doing so does not establish that such work was required under the original agreement and does not create a permanent obligation for MMS to continue providing that additional work without charge.
MMS provides appointment-generation and appointment-booking programs, particularly for high-ticket, cash-based, medical, wellness, professional, and other service businesses.
Depending upon the program, MMS may generate or receive leads, contact prospects, answer calls, make outbound calls, qualify prospects, follow up, reactivate old leads, schedule appointments, confirm appointments, reschedule appointments, send communications, use AI or automation, maintain calendars, provide scripts, train staff, and provide sales and operational support.
The objective of such programs may be to provide fully booked and confirmed appointments and sales-ready opportunities for the Client to close. This describes the nature and objective of the service and is not a guarantee of a particular quantity or financial result unless expressly guaranteed in a signed written agreement.
Where billing, credits, performance measurement, or other program terms depend upon leads or appointments, the applicable Client-specific agreement may define what constitutes a lead, booked appointment, confirmed appointment, duplicate, reschedule, cancellation, no-show, qualified appointment, or other relevant event.
Any Client-specific definitions control for that program.
A lead or confirmed appointment may still fail to answer, cancel, reschedule, no-show, fail financing, be medically or otherwise ineligible, decline the service, choose a competitor, change their mind, or fail to purchase.
MMS does not guarantee that every lead or appointment will become a sale.
Client remains responsible for consultations, sales presentations, pricing discussions, financing, clinical recommendations, treatment eligibility, closing, customer or patient relationships, fulfillment, and delivery of Client's products or services.
Client must maintain sufficient staff, providers, calendar availability, inventory, telephone coverage, financing capability, service capacity, and other operational resources reasonably necessary to receive and serve the opportunities generated through the program.
MMS is not responsible for reduced performance to the extent materially caused by insufficient appointment availability, closed calendars, staff shortages, vacations, unavailable providers, insufficient inventory, Client cancellations, or other Client-side capacity limitations.
Unless expressly stated in a signed written guarantee, MMS does not guarantee a specific number of leads, appointments, confirmed appointments, show rate, close rate, sales, revenue, return on advertising spend, cost per lead, cost per acquisition, ranking, social performance, or other financial or business result.
Historical results, examples, projections, estimates, case studies, or prior Client performance are not guarantees of future performance.
MMS may provide services to a participating business, practice, provider, location, or other recipient (“Participating Client”) through a program purchased, funded, subsidized, sponsored, reimbursed, or otherwise arranged by a manufacturer, vendor, distributor, equipment company, partner, or other third party (“Program Sponsor”).
A Program Sponsor's purchase or funding of an MMS program for a Participating Client does not, by itself, create an independent ongoing service contract between MMS and the Participating Client beyond the sponsored program, authorized sponsored period, applicable scope, and applicable terms.
The Participating Client's participation in the sponsored program may nevertheless be subject to these Terms, privacy and security requirements, intellectual property restrictions, acceptable-use requirements, BAA requirements where applicable, and other conditions reasonably necessary for MMS to provide the program.
Completion, expiration, cancellation, or termination of a Manufacturer-Sponsored Program does not obligate MMS to continue providing services directly to the Participating Client.
If the Participating Client wishes to continue working with MMS, the parties may enter into a separate direct agreement.
Subject to applicable law and existing contractual obligations, MMS may determine whether it wishes to enter into a new direct engagement with a Participating Client after a sponsored program ends.
Prior participation does not guarantee acceptance, pricing, availability, scope, or continuation of MMS services.
If a Participating Client separately signs an MMS agreement, purchases services directly, accepts a separate proposal or order, or otherwise enters into a direct written agreement with MMS, that separate agreement governs the direct services covered by it.
Applicable program documents may identify which party has authority to approve or modify sponsored scope, duration, budget, extensions, additional expenses, and termination.
A Participating Client may provide ordinary operational instructions necessary for MMS to perform services but may not, without authorization, increase the Program Sponsor's financial obligation or materially expand the Sponsor's purchased scope.
A Program Sponsor's payment does not authorize the Program Sponsor to make clinical decisions for a healthcare practice or obtain PHI or other information it is not legally entitled to receive.
Unless expressly stated otherwise in a written agreement authorized by MMS, a Program Sponsor is purchasing the applicable MMS program, services, access, support, and expressly identified deliverables for the benefit of the Participating Client. The Program Sponsor is not purchasing MMS's underlying systems, infrastructure, accounts, technology, configurations, intellectual property, or MMS-Owned Program Assets for transfer to the Participating Client.
Payment by the Program Sponsor does not constitute a purchase, assignment, gift, perpetual license, or transfer of MMS infrastructure to either the Program Sponsor or Participating Client.
An MMS-Owned Program Asset does not become Participating Client property merely because it:
If a Program Sponsor intends to purchase a particular asset for ownership by the Participating Client, that asset must be expressly identified in writing as a Client-owned or transferable deliverable.
Silence regarding ownership does not mean MMS infrastructure was purchased for the Participating Client.
If a Participating Client requests work outside the Sponsor's purchased scope, MMS may decline the request, provide it as a complimentary service, request Sponsor authorization, or offer a separate paid engagement.
Except for Client-Owned Property, Client Data, specifically purchased Client-owned deliverables, and assets expressly designated as Client-owned or transferable in writing, MMS retains ownership of assets MMS creates, purchases, licenses, configures, develops, supplies, or uses as MMS infrastructure in connection with its services.
MMS-Owned Program Assets may include:
Client retains ownership of property Client owned before providing it to MMS, including Client-owned logos, photographs, videos, branding, business records, domains, accounts, customer information, patient information, documents, and other pre-existing property.
Client retains its rights in underlying customer, prospect, lead, and patient data, subject to applicable law and third-party rights.
MMS ownership of a CRM environment or workflow does not mean MMS owns the underlying Client Data stored or processed through that environment.
No ownership right arises merely because an MMS asset:
Ownership and transfer rights arise from the applicable written agreement, these Terms, or another written agreement authorized by MMS.
Delivery or ownership of a finished deliverable does not automatically include raw footage, unused concepts, drafts, internal notes, Canva source designs, Adobe source files, editable templates, project files, development files, source files, proprietary prompts, internal configurations, reusable code, or other working materials unless expressly included in writing.
Modification of an MMS-Owned Program Asset by Client or another provider does not automatically convert that asset into Client property.
Likewise, incorporation of Client-Owned Property into an MMS-owned system does not transfer ownership of Client-Owned Property to MMS.
Client may not knowingly copy, extract, reproduce, reverse engineer, distribute, resell, sublicense, or provide MMS proprietary systems, workflows, automation, AI configurations, scripts, audiences, funnels, sales processes, training systems, templates, or other MMS intellectual property to another provider for the purpose of reproducing or commercially exploiting MMS proprietary systems without written authorization.
MMS may provide additional services, technology, creative work, consulting, support, access, infrastructure, features, or other items without additional charge when MMS believes doing so may improve Client results, improve operations, facilitate implementation, improve MMS program performance, or otherwise create mutual benefit.
Unless expressly agreed otherwise in writing, systems, assets, configurations, creative, technology, accounts, processes, or materials provided without a separate purchase remain MMS property.
Providing a service without charge once or repeatedly does not make that service a permanent part of Client's paid scope and does not obligate MMS to continue providing it without charge.
Complimentary access does not create ownership merely because the asset is Client-branded, Client-specific, used for an extended period, used exclusively by Client, accessible to Client personnel, or generates leads, appointments, sales, or revenue.
MMS may absorb labor, development, software, creative, technical, consulting, training, or other costs. Absorbing a cost does not mean the underlying resource was sold, gifted, assigned, or transferred to Client.
Unless otherwise agreed, Client's right to use complimentary MMS-owned assets ends when the applicable program ends or MMS discontinues the complimentary service.
MMS may use GHL and related CRM, AI, automation, communications, reporting, and operational technology as back-end tools to perform its services.
Unless expressly sold or designated otherwise in writing, MMS is providing the applicable service—not selling the Client the underlying MMS GHL or CRM environment.
MMS may retain ownership of GHL environments, CRM configurations, workflows, automations, funnels, pipelines, triggers, AI configurations, forms, calendars, integrations, reporting configurations, follow-up systems, tags, classifications, and other MMS-created infrastructure.
Client access, administrator access, complimentary access, or staff access to an MMS system does not independently establish ownership.
Where MMS performs services involving Protected Health Information (“PHI”) as a Business Associate, MMS requires such information to be handled through the HIPAA-enabled GHL environment, systems, workflows, communications infrastructure, and other approved technology designated by MMS for the applicable healthcare engagement, subject to the applicable BAA and applicable law.
MMS healthcare workflows involving PHI are intended to operate within the HIPAA-enabled GHL environment and approved communications and technology infrastructure designated by MMS for the Client.
Where required by HIPAA, MMS and the applicable healthcare Client will enter into a BAA. If the BAA conflicts with these Terms regarding PHI, the BAA controls with respect to PHI.
Client and Client personnel must not intentionally move, copy, transmit, upload, forward, or disclose PHI from an MMS-designated HIPAA-enabled environment into an unapproved personal account, consumer application, AI tool, CRM, messaging platform, or other unapproved environment.
Healthcare Client remains responsible for its own privacy and security practices, workforce training, access controls, minimum-necessary determinations, patient authorizations, notices, medical-record obligations, clinical systems, licensing, clinical supervision, scope of practice, prescribing, treatment decisions, informed consent, and other obligations applicable to Client.
MMS does not intentionally transmit PHI to advertising platforms merely because MMS manages advertising for a healthcare Client.
MMS may modify, limit, disable, or decline tracking, audience, advertising, or integration functionality where MMS reasonably determines that the proposed use could improperly disclose PHI or sensitive health information.
Client must promptly notify MMS of suspected unauthorized access, credential compromise, improper disclosure, account takeover, lost credentials, unauthorized integration, or another security event involving an MMS-managed healthcare environment.
MMS may immediately suspend credentials, integrations, workflows, communications, or access where reasonably necessary to investigate or contain a suspected privacy or security incident.
Unless expressly designated otherwise in writing, if Call Hop is purchased, established, supplied, configured, billed, licensed, or provided through MMS, MMS owns the Call Hop account and associated MMS-created assets.
MMS-owned Call Hop assets may include accounts, subaccounts, telephone configurations, routing, queues, extensions, tracking, call flows, IVR, voicemail configurations, recording configurations, MMS-created scripts, SMS configurations, automated responses, workflows, integrations, CRM connections, AI configurations, reporting, tags, classifications, and other MMS-created processes.
Payment for Full-Service Programs, calling, appointment generation, advertising, monthly service, software, or other services does not independently transfer Call Hop ownership.
A telephone number or telephone account Client owned before MMS involvement remains Client property, subject to applicable carrier rules and law.
Telephone-number portability does not require MMS to transfer its underlying account, routing, configurations, workflows, automation, or infrastructure.
A website created, provided, hosted, or maintained as part of a Full-Service, Appointment Booking, Manufacturer, Call Hop, or other MMS program and not expressly sold as a separate Client-owned website is an MMS-Owned Program Asset.
If Client expressly hires MMS to create a website as a standalone Client-owned deliverable, final custom Client-specific deliverables transfer after payment in full, subject to retained MMS intellectual property and third-party licenses.
MMS retains reusable or pre-existing methods, code libraries, frameworks, templates, processes, internal systems, proprietary tools, reusable design components, and know-how unless expressly transferred in writing.
Themes, plugins, fonts, stock media, software, APIs, hosting, integrations, and other third-party products remain subject to their respective licenses. MMS agency or developer licenses do not automatically transfer.
Purchase of a website does not automatically include perpetual hosting, maintenance, security, backups, SEO, future modifications, or support unless expressly included.
A domain owned by Client before MMS involvement remains Client property.
If Client specifically purchases a domain through MMS as a Client-owned asset, it may be transferred after payment in full, subject to registrar requirements, security procedures, and applicable law.
A domain purchased, supplied, or maintained by MMS as part of MMS-owned program infrastructure does not automatically become Client property merely because it contains Client's name, branding, service, location, or other Client-related information.
When Client hires MMS hourly to create a specific Client-owned deliverable and the authorization identifies it as a Client deliverable, MMS will provide the completed deliverable after payment in full.
Purchased Client-owned deliverables may include documents, written content, graphics, presentations, reports, spreadsheets, custom business materials, website modifications, specifically commissioned creative, or other completed deliverables expressly purchased for Client ownership.
Such purchase does not automatically transfer MMS pre-existing IP, reusable templates, internal systems, software licenses, methods, code libraries, CRM infrastructure, workflows, automation, AI, or proprietary resources.
MMS generally provides advertising as a component of an integrated program unless standalone advertising management is expressly offered in writing.
MMS Advertising Intellectual Property may include:
Client retains rights in Client-provided underlying customer or lead data. Unless expressly designated otherwise in writing, MMS retains its rights in MMS-created selection, segmentation, configuration, methodology, testing, organization, combination, optimization, and strategy associated with custom, lookalike, retargeting, remarketing, exclusion, and similar audiences, subject to applicable platform rules.
MMS may create or maintain lead-source information, campaign source, ad source, UTM data, attribution data, conversion information, appointment source, lead status, pipeline stages, lead scoring, tags, internal classifications, custom fields, workflow history, call dispositions, follow-up status, performance information, reporting configurations, and other operational data.
Client retains its underlying Client Data. MMS retains its GHL architecture, workflows, configurations, internal classifications, reporting systems, methodologies, and derived marketing intelligence to the extent permitted by law.
Meta, Google, and other advertising platforms are independent third parties. MMS does not control platform approvals, suspensions, restrictions, algorithms, auction pricing, outages, policy changes, or enforcement decisions and does not guarantee reinstatement of a restricted account.
Advertising and media spend is separate from MMS service fees unless expressly stated otherwise. Client is responsible for authorized advertising spend.
MMS may provide SMS, MMS, telephone, email, automated messaging, database reactivation, appointment reminder, follow-up, promotional communication, and related services.
Certain business messaging may require A2P registration, verification, campaign approval, brand registration, telephone-number registration, vetting, or similar carrier or platform processes.
Client agrees to provide accurate information reasonably required for such registration.
MMS may assist with registration but does not control or guarantee approval by carriers, aggregators, telecommunications providers, or messaging platforms.
Unless expressly included in Client's written program, A2P registration fees, carrier fees, telephone-number fees, SMS charges, MMS charges, email charges, verification fees, campaign registration fees, usage charges, and other communications expenses are separate from MMS's regular service fees.
A “Mass Messaging Campaign” includes bulk, broadcast, promotional, marketing, reactivation, database, or similar communications sent to multiple recipients.
MMS will not intentionally initiate a new Mass Messaging Campaign on Client's behalf without Client authorization for the campaign.
Where a Mass Messaging Campaign is expected to create charges beyond Client's ordinary included service or usage allowance, MMS will obtain Client approval for the additional campaign expense, estimated budget, or maximum authorized budget before intentionally launching the campaign.
Once approved, Client authorizes MMS to incur approved expenses reasonably necessary to execute the campaign.
MMS will not knowingly exceed an expressly stated maximum campaign budget without additional authorization, except for unavoidable taxes, carrier surcharges, provider adjustments, or charges already incurred before the campaign can reasonably be stopped.
Client is responsible for the lawful collection, ownership, use, and disclosure of contact information Client provides or directs MMS to use.
Client must disclose known consent limitations, opt-outs, Do Not Call requests, revocations, or other material restrictions affecting a proposed campaign.
Client and MMS are each responsible for their respective obligations under applicable communications, privacy, consumer-protection, and telemarketing laws, including the Telephone Consumer Protection Act (“TCPA”) where applicable.
MMS may implement systems intended to process STOP, HELP, unsubscribe requests, Do Not Disturb (“DND”), Do Not Call requests, and other applicable communication preferences.
Client must promptly communicate to MMS relevant opt-outs or revocations received directly by Client.
MMS does not guarantee SMS, MMS, telephone, voicemail, or email deliverability. Carriers and providers may independently filter, delay, block, reject, throttle, or restrict communications.
MMS may pause, refuse, modify, or discontinue a communication campaign where MMS reasonably believes authorization is missing, costs are unapproved, consent is materially unclear, the campaign presents compliance concerns, carrier rules may be violated, unusual charges occur, complaints or opt-outs materially increase, or continuing the campaign creates unreasonable legal, financial, technical, security, privacy, or reputational risk.
Client is free to purchase products or services from other agencies, vendors, consultants, software providers, technology companies, marketing companies, AI providers, CRM providers, website companies, or other third parties.
Client's purchase of a third-party product or service does not require MMS to install, implement, integrate, connect, configure, support, manage, maintain, troubleshoot, supervise, accommodate, or otherwise participate in that third-party product or service.
This particularly applies where the third-party service duplicates, overlaps with, replaces, competes with, or interferes with a function MMS already provides.
A Client agreement with another vendor does not modify MMS's scope, fees, deliverables, ownership rights, systems, or obligations.
A third-party vendor cannot expand MMS's obligations by telling Client that MMS will provide access, perform an integration, install software, modify a website, provide credentials, transfer data, change workflows, or otherwise assist with implementation.
A third-party provider has no right to access MMS-owned or MMS-controlled GHL, CRM, AI, automation, Call Hop, websites, advertising infrastructure, audiences, tracking, reporting, integrations, intellectual property, or other MMS-Owned Program Assets merely because Client purchased that provider's services.
Client shall promptly disclose a third-party service that duplicates, replaces, connects to, modifies, accesses, or materially interacts with a function MMS is providing when that service could reasonably affect MMS systems, performance, communications, security, compliance, reporting, or responsibilities.
MMS is not required to operate multiple overlapping AI, CRM, automation, appointment-booking, lead-follow-up, or communications systems.
MMS may require Client to determine which system or provider will perform a function where competing systems cannot reasonably operate together without material technical, operational, privacy, security, compliance, reporting, communications, or performance conflicts.
MMS will not knowingly connect an outside provider to an MMS-designated HIPAA-enabled environment merely because Client purchased that provider's service.
MMS may require appropriate technical, security, authorization, contractual, or BAA documentation before approving a connection involving PHI.
MMS is not responsible for errors, downtime, broken workflows, lost attribution, duplicate communications, appointment errors, security problems, compliance issues, website problems, or reduced performance to the extent materially caused by unauthorized Client or third-party modifications.
If MMS agrees to evaluate, coordinate, integrate, support, or troubleshoot a third-party system, that work is not automatically included in Client's existing scope and may require a separate authorization and additional fees.
Purchasing the same or similar service elsewhere does not automatically cancel, modify, suspend, replace, or terminate Client's existing MMS agreement.
Client must provide timely and reasonable cooperation, information, approvals, credentials, access, staff participation, scheduling availability, and other resources reasonably necessary for MMS to perform.
Client is responsible for cooperation by Client's owners, managers, employees, providers, contractors, sales personnel, administrative staff, and other personnel involved in the program.
Client is responsible for maintaining technology reasonably capable of supporting the purchased service, including Client-controlled computers, mobile devices, internet, networks, phone systems, email, domains, hosting, calendars, practice-management systems, EMRs, security settings, authentication, permissions, and other applicable technology.
Client must provide accurate and functional credentials, permissions, administrator access, verification codes, and authorization reasonably necessary for MMS to perform.
MMS is not responsible for delays caused by Client's inability to recover accounts, complete authentication, obtain administrator rights, or provide required access.
A Client-caused delay does not automatically pause, extend, refund, or eliminate fees or change a billing date unless MMS agrees otherwise in writing.
MMS may delay launch or affected services if Client has not provided required payment, credentials, calendar availability, staff participation, approved offers, content, A2P information, BAA or healthcare information, technical access, or other material prerequisites.
Client is responsible for timely review and approval of materials requiring Client approval.
Failure to timely approve ordinary creative or operational items may extend timelines without automatically pausing fees.
Silence will not constitute approval of a Mass Messaging Campaign or an additional expense where these Terms expressly require affirmative authorization.
Substantial Client-requested changes after approval may constitute additional work and may require additional fees disclosed before billable work is performed.
Client is responsible for the accuracy, legality, availability, and fulfillment of Client products, treatments, services, prices, discounts, financing offers, promotions, credentials, guarantees, warranties, clinical claims, and other Client-specific representations.
Client must promptly notify MMS of material changes.
Client shall identify individuals authorized to provide ordinary instructions, approvals, credentials, content, scheduling information, and operational decisions.
MMS may reasonably rely on a person Client has represented as authorized until MMS receives notice otherwise.
No Client employee, contractor, consultant, agency, vendor, or representative may expand MMS's scope, require an integration, transfer MMS-Owned Program Assets, or modify material contractual or ownership terms without MMS's written agreement.
If MMS receives materially conflicting instructions from individuals claiming authority for Client, MMS may pause the affected work until Client's authorized decision-maker resolves the conflict.
Client and Client personnel must not knowingly alter, disable, delete, disconnect, overwrite, duplicate, circumvent, or interfere with MMS-owned systems, configurations, campaigns, workflows, automation, AI, integrations, Call Hop, tracking, websites, or advertising infrastructure without authorization.
A Client request to pause services does not automatically pause billing, extend the service period, or change Client's payment obligations. Any pause, extension, billing adjustment, or restart arrangement must be agreed to in writing.
MMS is not responsible for third-party financing approval, credit decisions, lender terms, underwriting, or whether a customer or patient qualifies for financing.
MMS may provide marketing, sales, operational, staffing, training, technology, and business-support recommendations. Client retains ultimate authority and responsibility for its business decisions, including pricing, staffing, hiring, termination, compensation, scheduling, financing, clinical operations, treatment decisions, promotions, offers, expenditures, and implementation.
MMS expects professional communication. Disagreement, criticism, complaints, requests for correction, escalation, and good-faith disputes are not prohibited.
Repeated or severe threats, harassment, discriminatory abuse, sexual harassment, intimidation, personal attacks unrelated to legitimate business concerns, abusive language directed at individuals, knowingly false accusations made for harassment, threats against personnel or families, or conduct materially preventing MMS personnel from performing their work may constitute a material conduct issue.
Where communication becomes materially disruptive or abusive, MMS may reasonably require written communications, designate points of contact, require use of email or another designated system, limit meeting participants, or otherwise structure communications to permit work to continue.
Serious or repeated harassment, threats, discriminatory abuse, intentional system interference, unauthorized access, fraud, unlawful activity, legitimate safety concerns, or other material breach may support suspension or termination, subject to applicable law and agreement.
Subject to applicable law and existing contractual obligations, MMS may determine which prospective engagements, projects, industries, services, or future business relationships it accepts.
MMS may decline a future engagement or discontinue an existing relationship where permitted by the applicable agreement and law.
Nothing in these Terms authorizes unlawful discrimination.
MMS may exercise lawful rights and remedies to protect its brand, personnel, systems, intellectual property, Client relationships, manufacturer relationships, goodwill, and reputation from unlawful conduct.
Nothing in these Terms prohibits an honest opinion, truthful review, good-faith complaint, billing dispute, communication with counsel or a regulator, participation in a legal proceeding, or other legally protected activity.
Neither party should knowingly fabricate or materially alter evidence, communications, documents, screenshots, or records purporting to originate from the other party.
Client may not impersonate MMS or use MMS's name, branding, credentials, accounts, or identity to falsely suggest authorization, endorsement, partnership, or continued affiliation.
Clients are encouraged to bring concerns directly to MMS so they can be investigated and addressed. A good-faith complaint, negative opinion, criticism, correction request, or disagreement alone does not constitute improper conduct.
To the extent permitted by applicable law, during the engagement and for twelve (12) months after termination, Client agrees not to knowingly circumvent MMS for the primary purpose of directly hiring or engaging an MMS employee or contractor with whom Client had material direct contact through the MMS engagement, except with MMS's written consent or through a generally advertised opportunity not specifically directed at MMS personnel.
Unless expressly agreed in writing, MMS engagements are non-exclusive and MMS may serve other businesses, including businesses within the same industry or geographic market, while remaining subject to applicable confidentiality, privacy, PHI, and Client Data obligations.
Client is responsible for reasonable security over Client-controlled accounts, credentials, devices, networks, email, telephone systems, domains, payment accounts, social accounts, advertising accounts, and other technology.
Client must promptly notify MMS of known or suspected unauthorized access, credential compromise, account takeover, phishing, malware, or another security incident affecting MMS-connected systems.
MMS may immediately suspend or disable an integration, user login, AI function, automation, Mass Messaging Campaign, telephone function, advertising connection, workflow, or other system component where reasonably necessary to address a suspected security, privacy, HIPAA, TCPA/A2P, fraud, platform, legal, safety, or system-integrity concern.
MMS is not responsible for losses to the extent materially caused by Client's failure to maintain reasonable security, unauthorized credential sharing, compromise of Client-controlled systems, or third-party acts outside MMS's reasonable control.
Client shall pay fees according to the applicable agreement, proposal, invoice, checkout, subscription, order, or authorization.
Unless expressly included, advertising spend, domain registration, hosting, premium plugins, software subscriptions, telephone usage, SMS/MMS/email usage, A2P fees, stock media, integrations, printing, shipping, licensing, platform fees, and other approved external expenses are separate.
Recurring services may be billed according to the schedule disclosed in the applicable agreement or authorization until canceled or terminated according to the applicable terms.
Any amount not received when due becomes past due.
To the maximum extent permitted by applicable law, past-due balances may accrue the late charge or interest expressly stated in Client's applicable written agreement or invoice or, where no different lawful rate is stated, at the maximum lawful rate permitted under applicable law.
Payment is an essential condition of MMS's continued performance. MMS is not required to continue funding labor, technology, personnel, communications, software, contractors, advertising support, or other resources for a delinquent account.
Subject to any notice or cure period required by the applicable agreement or law, MMS may suspend some or all services when required payment is not received.
MMS is not required to personally advance or finance Client's advertising, carrier charges, A2P expenses, messaging usage, telephone costs, software, domains, hosting, licensing, printing, contractors, or other Client expenses.
MMS is not responsible for reduced performance, interrupted communications, lost optimization, reduced lead flow, decreased appointment volume, or other consequences to the extent materially caused by Client's payment default.
Suspension does not itself cancel the agreement or waive amounts properly earned, incurred, authorized, or due.
Before resuming a suspended account, MMS may require payment of past-due balances, lawful late charges, third-party expenses, updated payment information, prepayment, a deposit or retainer, automatic payment authorization, or reasonable reactivation costs disclosed in advance.
Repeated failed payments, chargebacks, returned payments, or delinquent invoices may result in future services requiring prepayment, a deposit, or retainer.
MMS may pursue lawful collection of amounts properly due. To the extent permitted by applicable law and written agreement, Client may be responsible for reasonable collection costs, court costs, and attorneys' fees recoverable by contract or law.
A chargeback, ACH dispute, payment reversal, or stop-payment request does not by itself determine whether the underlying amount was contractually owed.
MMS may provide appropriate records supporting a transaction to authorized payment processors, financial institutions, collection providers, attorneys, courts, or other authorized recipients, subject to applicable privacy requirements.
Client should promptly identify a disputed charge and the basis for the dispute. A dispute concerning one charge does not automatically excuse payment of other undisputed amounts.
Except where applicable law provides otherwise, Client may not unilaterally deduct an alleged claim, credit, damage amount, or third-party expense from an MMS invoice without MMS's written agreement.
Except where a different cancellation right is required by applicable law or expressly stated in Client's written agreement, MMS may permit Client to cancel a newly purchased service or program by providing written notice within twenty-four (24) hours after Client's initial purchase, execution, or authorization of that service.
The limited 24-hour cancellation allowance does not require MMS to delay work. Client authorizes MMS to begin work immediately unless otherwise agreed in writing.
If Client timely cancels, Client remains responsible for work actually performed, services actually provided, and non-refundable or non-recoverable third-party expenses reasonably incurred before MMS received cancellation.
This may include strategy, onboarding, setup, design, development, copywriting, campaign creation, CRM configuration, workflows, AI configuration, Call Hop setup, A2P work, domains, hosting, software, advertising spend, communications charges, contractor work, technical work, and implementation.
Hourly work may be billed at the applicable agreed rate. For fixed-fee or bundled services, MMS may use stated component pricing where available or a reasonable allocation based on work actually completed, plus applicable non-refundable expenses.
MMS will not charge for work that was not performed merely because Client exercised an applicable 24-hour cancellation allowance.
If Client prepaid more than the amount properly due for work performed and non-refundable expenses incurred before timely cancellation, MMS will refund or credit the remaining amount as appropriate, subject to applicable law and Client's written agreement.
Cancellation under the 24-hour allowance must be communicated in writing through an MMS-approved written communication method.
The 24-hour period applies only to the initial purchase or authorization of the applicable new service or program unless MMS expressly agrees otherwise. It does not restart with every recurring payment, campaign, deliverable, advertisement, appointment, or billing cycle.
The Participating Client does not automatically receive authority to cancel a Manufacturer-Sponsored Program merely because the Participating Client receives the services. Cancellation authority is governed by the applicable manufacturer or program agreement.
MMS may terminate or suspend services as permitted by the applicable agreement and law, including for material nonpayment, material breach, serious misconduct, security concerns, unlawful requests, or other grounds identified in these Terms.
Termination does not change the ownership rules applicable to the engagement. Client's individual written agreement remains the primary source for identifying specifically purchased Client-owned deliverables.
Subject to applicable law and agreement, MMS will generally make reasonably available:
Unless expressly Client-owned in writing, Client does not automatically receive MMS GHL environments, CRM configurations, workflows, automations, funnels, pipelines, AI, Call Hop, telephone infrastructure, Package Websites, MMS-owned domains, advertising infrastructure, lookalike configurations, targeting strategy, optimization methodology, reporting configurations, scripts, training systems, reusable templates, agency licenses, integrations, internal documentation, or other MMS-Owned Program Assets.
Where legally, technically, contractually, and commercially feasible, MMS may, but is not obligated to, offer purchase or transfer of eligible MMS-Owned Program Assets.
Unless otherwise agreed in writing, applicable buyout and transfer fees for MMS-Owned Program Assets start at $5,000.
The final price may depend upon the assets requested, value, complexity, technical work, migration, licensing, data preparation, third-party systems, configuration, and other required work.
MMS may decline to transfer assets containing proprietary IP, shared systems, agency or master accounts, non-transferable licenses, confidential information, inseparable infrastructure, third-party restrictions, privacy or security risks, or compliance concerns.
MMS may provide a copy, export, snapshot, or replacement instead of transferring the original infrastructure where appropriate.
Where Client wishes to purchase an eligible MMS-owned asset, the transfer arrangement and applicable payment must be completed before MMS deletes or decommissions the applicable environment.
MMS's obligation to return Client-Owned Property or provide an available Client Data export does not create an unlimited obligation to migrate, consult, train, rebuild, document systems, attend transition meetings, or coordinate with a replacement provider.
Substantial transition assistance may be offered as a separately billable service.
Where MMS provides Client Data, MMS may use a commercially reasonable format available through the applicable system, including CSV, spreadsheet, PDF, or native platform export.
MMS is not required to recreate Client Data in a replacement provider's preferred database structure, workflow, field structure, or software unless required by law or agreed in writing.
Client should maintain its own copies of Client-Owned Property, records, credentials, files, and data Client is independently required to maintain. MMS is not Client's permanent records repository or disaster-recovery provider unless expressly agreed.
Clients should address desired exports and transfers before termination. Subject to applicable law, BAA obligations, legal holds, backup processes, accounting requirements, payment disputes, and other required retention, MMS generally begins decommissioning terminated MMS-controlled working environments promptly and may remove active operational data and systems within approximately twenty-four (24) hours after services end.
MMS does not voluntarily maintain terminated accounts, CRM environments, websites, workflows, automation, conversation histories, or other former-Client working environments merely for possible future retrieval unless separately agreed or retention is required.
Once an eligible system or asset has been deleted, MMS has no obligation to reconstruct, recreate, restore, or rebuild it and does not represent that deleted information can be recovered.
The decommissioning policy does not require MMS to destroy ordinary business records reasonably necessary to document services, authorizations, approvals, communications, work performed, billing, advertising activity, appointments, system activity, disputes, tax matters, payment processing, insurance matters, security incidents, regulatory obligations, legal holds, or other legitimate business or legal purposes.
Client should change passwords and credentials for Client-owned accounts after MMS access has been removed where appropriate. MMS is not responsible for Client-owned accounts after MMS access and management responsibility have ended, except as otherwise required by law.
Hiring another agency, consultant, CRM provider, call center, developer, or other provider does not create an obligation for MMS to provide that provider with MMS proprietary infrastructure.
A replacement provider is responsible for building or obtaining its own systems unless MMS expressly agrees to a transfer.
Unless otherwise agreed in writing, any limited right to use MMS-owned websites, systems, creative, scripts, training, technology, or other MMS-Owned Program Assets ends when the applicable service or program ends.
MMS provides marketing, technology, appointment, operational, and business services. MMS does not diagnose, prescribe, determine medical eligibility, select treatments, supervise clinical personnel, or practice medicine.
Healthcare Clients remain responsible for professional licensing, clinical supervision, scope of practice, treatment eligibility, prescribing, medical claims, clinical documentation, informed consent, patient care, and applicable professional regulations.
MMS may assist in preparing marketing or business materials, but Client is responsible for obtaining legal, regulatory, clinical, or professional review where required or appropriate for Client's industry.
MMS may refuse to publish, transmit, advertise, configure, or implement material MMS reasonably believes may be unlawful, fraudulent, deceptive, infringing, unsafe, medically inappropriate for advertising, inconsistent with applicable professional requirements, or prohibited by a relevant platform.
MMS may reasonably modify how services are performed in response to changes in applicable law, HIPAA requirements, communications rules, A2P or carrier requirements, platform requirements, security standards, or third-party technology requirements.
Material additional expenses remain subject to applicable authorization requirements.
Each party shall use reasonable measures to protect confidential information received from the other party and use it for appropriate purposes connected with the engagement.
MMS confidential and proprietary information may include systems, workflows, pricing structures, processes, training, scripts, strategies, methods, configurations, infrastructure, audience strategies, advertising intelligence, optimization information, AI configurations, internal documentation, and other non-public MMS business information.
Client may not copy, reproduce, reverse engineer, distribute, resell, sublicense, publish, disclose, or commercially exploit MMS proprietary materials except as expressly authorized.
MMS will not treat Client's confidential business information, Client Data, or PHI as MMS-owned intellectual property merely because MMS processes that information while providing services.
MMS may use employees, contractors, developers, designers, callers, appointment setters, advertising personnel, writers, consultants, technical personnel, and other service providers to perform services.
Where PHI is involved, applicable HIPAA and BAA requirements govern relevant Business Associate subcontractor obligations.
Unless expressly authorized in writing, MMS does not have authority to enter contracts on Client's behalf, incur debts in Client's name, make clinical decisions, guarantee financing, extend warranties, alter Client's legal obligations, or otherwise legally bind Client to a third party.
MMS personnel may communicate Client-approved offers, pricing, scheduling, and other authorized information without acquiring broader authority.
MMS is an independent contractor. Nothing in these Terms creates a partnership, joint venture, fiduciary relationship, employment relationship, or franchise between MMS and Client unless expressly agreed in writing.
If Client sells, merges, closes, changes ownership, or materially restructures its business or practice, Client's MMS agreement and access to MMS-owned systems do not automatically transfer to a purchaser or successor except as permitted by the applicable agreement and with any required consent.
Unless prohibited by law, BAA, confidentiality obligations, or written agreement, MMS may identify Client as a customer and display publicly available work in MMS portfolios, presentations, case studies, or promotional materials. MMS will not disclose PHI for portfolio purposes.
MMS does not provide legal, medical, tax, accounting, or other licensed professional advice through its marketing or business-support services.
Client should promptly notify MMS of an alleged service error or material performance issue and, where correction is reasonably possible, provide MMS a reasonable opportunity to investigate and address the issue.
MMS is not responsible for third-party outages, platform policy changes, carrier actions, software changes, account restrictions, service interruptions, or other third-party acts outside MMS's reasonable control.
MMS may use AI-assisted tools in connection with its services where appropriate. AI systems may generate errors, incomplete information, or unexpected outputs, and MMS may use human review, rules, workflows, or other controls appropriate to the applicable use.
Except for express warranties contained in an applicable written agreement and to the maximum extent permitted by law, MMS services are provided on an “as is” and “as available” basis without implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
To the maximum extent permitted by applicable law, MMS will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost business opportunities, or loss of goodwill arising from the services.
To the maximum extent permitted by law, MMS's aggregate liability arising from a specific service will not exceed the amount Client paid MMS for that specific service during the three (3) months immediately preceding the event giving rise to the claim, except where such limitation is prohibited by law or a different limitation is expressly agreed in writing.
To the extent permitted by law, Client agrees to defend, indemnify, and hold MMS harmless from third-party claims, damages, liabilities, costs, and expenses arising from Client's products or services, unlawful conduct, Client-provided content, breach of Client obligations, infringement by Client materials, clinical or professional services, Client regulatory violations, or Client consent failures, except to the extent caused by MMS's own conduct for which indemnification may not lawfully be required.
Neither party will be responsible for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, severe weather, war, civil disturbance, governmental action, widespread internet or telecommunications failures, platform outages, labor disruptions, or other similar events, except that this provision does not excuse payment obligations for amounts already properly due.
Before initiating formal proceedings, the parties are encouraged to attempt good-faith informal resolution by providing written notice describing the dispute and allowing a reasonable opportunity to respond.
Unless a different period is stated in the applicable agreement, the parties may use a thirty (30) day informal resolution period where reasonably practicable.
Any separately executed mediation, arbitration, venue, or jury-waiver agreement controls if applicable.
Unless a Client-specific written agreement or applicable law requires otherwise, these Terms are governed by the laws of the State of North Carolina, without regard to conflict-of-law principles.
Subject to any enforceable arbitration, mediation, venue, or jurisdiction agreement, disputes may be brought in a court of competent jurisdiction in North Carolina where legally permissible.
Electronic signatures, electronic approvals, electronic orders, online checkout, and other legally recognized electronic acceptance methods may be used to evidence agreement where applicable.
Client may not assign material rights or obligations under an MMS agreement where the applicable agreement requires MMS consent. MMS may assign agreements in connection with a merger, acquisition, restructuring, or sale of substantially all relevant business assets, subject to applicable law and agreement.
If a provision is determined to be invalid or unenforceable, the remaining provisions remain effective to the maximum extent permitted by law.
Failure to enforce a provision on one occasion does not constitute a continuing waiver of that provision or another provision.
These Terms, together with the applicable Client-specific agreements, proposals, orders, authorizations, BAAs, and other incorporated written terms, constitute the agreement regarding the matters they address and supersede inconsistent prior representations regarding those matters to the extent permitted by law.
Client-specific scope, ownership, transfer rights, pricing, or other material terms may be modified only through an applicable written agreement or authorization recognized by MMS.
Provisions concerning ownership, intellectual property, confidentiality, amounts owed, Client Data, PHI, restrictions on proprietary materials, indemnification, limitation of liability, dispute resolution, records, and other provisions that by their nature should continue will survive termination to the extent permitted by law.
Subject to the applicable agreement, Client generally retains or receives:
Unless expressly sold or transferred in writing, MMS retains MMS-Owned Program Assets, including its GHL infrastructure, CRM configurations, workflows, automation, AI, funnels, pipelines, Call Hop infrastructure, Package Websites, advertising systems, custom and lookalike audience methodologies, tracking systems, reporting configurations, scripts, training systems, templates, internal documentation, reusable technology, proprietary processes, methodologies, marketing intelligence, and other MMS intellectual property.
A manufacturer or Program Sponsor purchasing an MMS program for a Participating Client is purchasing the defined MMS services and expressly identified deliverables for that program. Unless expressly stated otherwise in writing, the manufacturer is not purchasing MMS's underlying systems, technology, accounts, websites, CRM, GHL, Call Hop, workflows, AI, advertising infrastructure, audiences, intellectual property, or other MMS-Owned Program Assets for the Participating Client.
Payment for MMS services compensates MMS for the services, access, program, and specifically identified deliverables purchased. It does not automatically constitute purchase of every tool, account, configuration, system, or process MMS used to perform the work.
Ownership is determined by the applicable agreements and these Terms—not by whether termination is amicable, disputed, voluntary, initiated by Client, initiated by MMS, or caused by expiration of a sponsored program.
By purchasing, accepting, authorizing, accessing, or participating in MMS services where these Terms apply, Client acknowledges that Client has had the opportunity to review the applicable service terms and understands that MMS's underlying operational infrastructure is distinct from Client-Owned Property and specifically purchased Client-owned deliverables.
Manageable Marketing Solutions, LLC
For questions regarding these Terms, billing, cancellation, ownership,
data requests, or services, please contact MMS through the contact information
provided on the MMS website or in Client's applicable agreement.
Important: These Terms are intended to establish the general business terms applicable to MMS services. Client-specific agreements may contain additional or different provisions. Nothing in these Terms limits a right or remedy that cannot lawfully be waived or limited.
By purchasing, ordering, authorizing, receiving, accessing, participating in, or using MMS services, programs, systems, technology, websites, communications, deliverables, or other services to which these Terms apply, Client agrees to be bound by these Terms together with any applicable Client-specific written agreement.
Acceptance may occur through a signed agreement, electronic signature, electronic checkout, payment, written authorization, electronic approval, continued participation in an applicable MMS program, or another method recognized by applicable law.
Client's use or receipt of MMS services after being provided or given reasonable access to these Terms may constitute acceptance to the extent permitted by applicable law.
Client agrees that agreements, authorizations, approvals, notices, records, orders, invoices, and other communications relating to MMS services may be created, transmitted, accepted, and maintained electronically where permitted by applicable law.
An electronic signature, electronic acceptance, electronic approval, or other legally recognized electronic action may have the same legal effect as a handwritten signature where applicable.
Any individual accepting these Terms or authorizing MMS services on behalf of a business, practice, organization, corporation, limited liability company, partnership, or other entity represents that the individual has authority to act on behalf of and bind that entity with respect to the applicable transaction.
If an individual does not have such authority, that individual should not purport to accept contractual terms or purchase services on behalf of the entity.
MMS reserves the right to revise, supplement, replace, or otherwise update these Terms from time to time.
Updates may be made to reflect changes in MMS services, programs, technology, operations, business practices, pricing structures, third-party platforms, security requirements, legal or regulatory requirements, carrier requirements, industry practices, or other legitimate business needs.
Updated Terms will apply prospectively from the applicable effective date, except where applicable law or a separately executed written agreement requires different treatment.
Where reasonably appropriate or required by applicable law, MMS may provide notice of a material change to these Terms through email, Client communication, CRM notification, invoice notice, website notice, account notice, or another reasonable method.
A material change will not retroactively alter ownership of an asset already expressly purchased by Client, retroactively create a charge Client did not authorize, or eliminate a right that cannot lawfully be modified in that manner.
Client is responsible for periodically reviewing the Terms made available by MMS, including when purchasing, renewing, modifying, continuing, or adding MMS services.
The version of the Terms made available by MMS and applicable to the relevant service period, transaction, purchase, or event will govern, subject to any controlling Client-specific written agreement and applicable law.
To the extent permitted by applicable law, Client's continued purchase, use, receipt, access, authorization, or participation in MMS services after updated Terms become effective constitutes Client's acceptance of the updated Terms for services provided after the applicable effective date.
If Client does not agree to an applicable update, Client must notify MMS and, where Client has a contractual right to discontinue the affected service, follow the applicable cancellation or termination procedure.
Disagreement with an updated provision does not eliminate amounts already earned, authorized, incurred, or properly due under the previously applicable terms.
Updates to these general Terms do not automatically replace a specifically negotiated provision of an existing Client-specific written agreement where that provision expressly controls the same subject.
If a Client-specific written agreement expressly conflicts with these Terms, the Client-specific provision controls as to that conflict unless the parties subsequently agree otherwise in writing.
A later version of these Terms does not retroactively convert Client-Owned Property into MMS property or MMS-Owned Program Assets into Client property unless MMS and Client expressly agree to the applicable transfer in writing.
The Terms published or otherwise officially made available by MMS constitute MMS's applicable general Terms of Service, subject to Client-specific agreements and applicable law.
Client is encouraged to retain a copy of the Terms applicable to Client's engagement for Client's records.
MMS may maintain records reasonably evidencing Client's acceptance, authorization, use, participation, payment, electronic signature, checkout, approval, or other conduct associated with MMS services.
Such records may include agreements, electronic records, timestamps, communications, invoices, payment records, approvals, system records, service records, and other ordinary business records, subject to applicable privacy and record-retention requirements.
To the extent permitted by applicable law, Client's failure to read Terms that were reasonably made available to Client does not, by itself, invalidate Client's otherwise valid acceptance of those Terms.
Nothing in this provision limits any disclosure, notice, consent, or acceptance requirement imposed by applicable law.
Casual conversations, telephone discussions, meetings, text messages, staff communications, customer-service accommodations, or informal statements do not modify ownership rights, transfer rights, payment obligations, liability provisions, or other material contractual terms unless the modification is confirmed through a written agreement or authorization by an individual authorized to bind MMS.
MMS's decision to make an exception, provide a courtesy, waive a requirement on one occasion, accept a late payment, extend a deadline, perform additional work, absorb a cost, provide complimentary services, or otherwise accommodate Client does not automatically modify these Terms or require MMS to provide the same exception or accommodation in the future.
MMS will make these Terms reasonably available electronically. Client may save, print, or otherwise retain an electronic copy for Client's records.
Where applicable law requires a different form of delivery, notice, consent, or retention, the applicable legal requirement controls.
Where permitted by applicable law, Client's continued authorization of MMS to perform services, continued payment for services, continued use of MMS-provided services or systems, or continued participation in an MMS program after having reasonable access to the applicable Terms constitutes evidence of Client's continued acceptance of the Terms applicable to those services.
Client is responsible for ensuring that owners, managers, employees, contractors, providers, and other personnel who access or use MMS-provided systems or services on Client's behalf comply with applicable provisions of these Terms.
Access by Client personnel does not create individual ownership rights in MMS systems or assets.
Client may not rely upon a statement by an MMS employee, contractor, vendor, or other individual to materially modify these Terms unless that individual has authority to make the modification and the modification is appropriately confirmed in writing.
MMS may make operational changes reasonably necessary to address changes in law, regulation, HIPAA requirements, privacy requirements, TCPA requirements, A2P or carrier requirements, telecommunications requirements, cybersecurity standards, advertising-platform policies, software requirements, third-party technology, or other requirements affecting MMS's ability to provide services.
Where such a change creates a material additional Client expense that is not already authorized under Client's agreement, MMS will obtain any additional approval required under these Terms or applicable law before intentionally incurring that additional expense on Client's behalf.
Nothing in these Terms is intended to waive, restrict, or eliminate a right, notice requirement, cancellation right, disclosure requirement, consent requirement, or other protection that applicable law does not permit the parties to waive or modify.
Important: These Terms are intended to establish the general business terms applicable to MMS services. Client-specific agreements may contain additional or different provisions. Nothing in these Terms limits a right or remedy that cannot lawfully be waived or limited.