Terms of Service

1. Agreement and acceptance

These Terms of Service ("Terms") are a binding agreement between Enterprise Upgrade ("we," "us") and the business on whose behalf you accept them ("you"). You accept these Terms by checking the agreement box or clicking a button that references them when you start a trial, create an account, or subscribe. We keep a record of the version you accepted and when.

Checking the box is signing the contract. We log which version you agreed to so neither of us has to argue about it later.

2. Business use only

The Services are offered solely for business use by business customers. By accepting these Terms you represent that you are entering this agreement on behalf of a business, that you are authorized to bind that business, and that you are not acquiring the Services for personal, household, or family purposes.

3. The Services and the free trial

Enterprise Upgrade provides business management software and configured automation systems, which can include lead intake and response, two way text and email conversation, missed call text back, review requests, appointment reminders, scheduling, pipelines, and reporting, as described in the plan you select. We may improve, modify, or replace features over time; we will not materially reduce the core functionality of your plan during a paid period without notice.

New customers may receive a 14 day free trial on eligible plans. Starting a trial at checkout collects a payment method; you are shown the exact price and the date of the first charge before you confirm, nothing is charged during the trial, and cancelling before the trial ends means you are never charged. Trial mechanics, current prices, and cancellation are described in the Refunds and Cancellation policy, which is part of these Terms.

4. Fees, billing, renewal

Paid subscriptions are billed monthly in advance at the price shown when you subscribe, and renew automatically each month until cancelled. Before your first charge you will receive the exact amount, the date, and a direct way to cancel. We may change prices with at least 30 days' written notice; changes take effect at your next renewal, and you can cancel before they apply. Taxes are added where the law requires. Refunds and cancellation are governed by the Refunds and Cancellation policy.

5. Messaging: who is responsible for what

The Services can send text messages, emails, and calls to your customers on your behalf. For every communication sent through your account, you are the sender. You are exclusively responsible for the content of your communications and for complying with all laws that apply to them, including the Telephone Consumer Protection Act, the Telemarketing Sales Rule, CAN-SPAM, do-not-call rules, and state telemarketing and messaging laws.

You represent and warrant that, before any recipient is messaged through the Services, you have obtained every consent the law requires for that kind of message, and that you will keep records of those consents. You are responsible for the accuracy of the registration information (including legal name, tax ID, and address) submitted for carrier campaign registration on your behalf. Carrier passthrough fees and carrier fines arising from your traffic are your responsibility at cost. We may suspend messaging that violates carrier policies or this section, and may do so without notice where a carrier requires it.

The Services include compliance tooling such as opt-out handling, quiet-hours scheduling, and consent record keeping. These features help you comply; they are not legal advice, and using them does not transfer your legal responsibilities to us.

The texts go out under your name, to your customers, based on permissions only you can collect. So the legal duty to have those permissions is yours. We build the guardrails, keep the records, and stop traffic that breaks carrier rules.

6. Acceptable use

You will not use the Services to send spam or unconsented marketing; to send content that carriers prohibit over messaging channels (including sex, hate, alcohol, firearms, and tobacco content); to break any law; to infringe anyone's rights; to scrape, probe, reverse engineer, or resell the Services; or to misrepresent who a message is from. For reviews specifically: you will not offer incentives conditioned on positive reviews, suppress or gate negative reviews, or procure reviews from people who have not actually used your business. We may suspend accounts that violate this section.

7. Your data, and your customers' data

You own your business data and the contact lists you bring. We process your customers' data only to provide the Services to you, on your instructions, and we never use it for our own marketing or sell it. The following data processing terms apply to personal data of your customers that we process on your behalf:

• Scope. Processing is limited to the nature, purpose, and duration needed to provide the Services during your subscription.
• Confidentiality. Everyone we authorize to process this data is bound by a duty of confidentiality.
• Subprocessors. We use service providers such as hosting, SMS gateways, and email delivery under written terms at least as protective as these, and we will notify you of material changes to that list.
• Security and breach notice. We maintain reasonable safeguards and will notify you without undue delay if we learn of a breach affecting your customers' data.
• Return and deletion. At the end of your subscription you get an export window (Section 13), after which we delete your data.
• Cooperation. We will reasonably cooperate with you to demonstrate compliance with these terms.

8. Intellectual property

We own the platform, software, templates, workflows, and every improvement to them. You own your business data, your content, and your brand. You grant us a license to host and process your content solely to provide the Services. If you send us feedback, we can use it without obligation.

9. AI features

Parts of the Services use artificial intelligence. AI output can be inaccurate, incomplete, or biased, and you are responsible for reviewing the automations you configure and the statements they make to your customers. Similar output may be generated for other users. As between you and us, you own the output your account generates. We may change or substitute the underlying models and providers. Projections, including output of the Schematic tool, are informational estimates built from stated assumptions; they are not financial, legal, or professional advice. Where law requires disclosing the use of AI to your customers, that disclosure is your responsibility.

10. No guaranteed results; warranty disclaimer

We do not guarantee business results. No specific lead volume, answer rate, booked job count, revenue, growth, or cost per customer is promised, and projections are not promises. Results shown for any client, including case studies on our site, are that client's measured results and depend on factors we do not control, including your market, your pricing, your close rate, and your own responsiveness.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA. OUR TOTAL LIABILITY ARISING OUT OF THE SERVICES IS CAPPED AT THE FEES YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. These limits do not apply where the law does not allow them.

12. Indemnification

You will defend and indemnify Enterprise Upgrade against third party claims arising from your content, your failure to obtain required consents, your violation of law or of Sections 5 or 6, or disputes between you and your customers.

13. Term, suspension, termination

These Terms apply while you use the Services. We may suspend for non-payment or material breach of Sections 5 or 6. Either party may terminate; you can cancel as described in the Refunds and Cancellation policy. After termination you have 30 days to export your data, after which we may delete it. Sections that by their nature survive (5, 7 through 12, 17, and 20) survive.

14. Changes to these Terms

For material changes we will email notice at least 30 days before they take effect and ask you to re-accept on your next sign-in. For immaterial changes we will update this page and its effective date. If you do not agree to a material change, cancel before it takes effect.

15. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including failures of upstream AI model providers, SMS carriers and aggregators, and hosting providers.

16. Assignment

You may not assign this agreement without our consent. We may assign it to a successor entity or in connection with a reorganization, merger, or sale of the business.

17. Disputes

Before either party files any claim, it will send written notice describing the dispute and allow 30 days to cure. If the dispute survives, the parties will first attempt good faith mediation. Any claim must be brought individually; both parties waive the right to participate in a class, consolidated, or representative action. Either party may bring a qualifying claim in small claims court. These Terms are governed by the laws of the District of Columbia, and disputes not resolved above will be heard in the courts of the District of Columbia. Both parties waive a jury trial.

Talk first, fix it if we can, mediate if we can't, and either of us can use small claims court. What neither of us can do is turn a disagreement into a class action.

18. Copyright complaints

If you believe content on the Services infringes your copyright, send a notice containing the elements required by 17 U.S.C. 512(c)(3) to help@enterpriseupgrade.com. We respond to valid notices, accept counter-notices, and terminate repeat infringers.

19. Health practices

The Services are not offered to, and may not be used by, medical, dental, or other health or wellness practices, and may not be used to send messages containing protected health information. We do not sign business associate agreements at this time.

20. Everything else

If part of these Terms is unenforceable, the rest stands. These Terms, together with the policies they link, are the entire agreement between us about the Services. Notices to us go to help@enterpriseupgrade.com; notices to you go to the email on your account.