Terms & Conditions

1. Platform Description & Scope of Service

Clientyze provides cloud-based customer relationship management (CRM), marketing automation, AI-driven inbound and outbound voice reception (“Clientyze Agents”), SMS and email communication infrastructure, appointment scheduling, pipeline management, and lead generation tools (“Clientyze Radar”).

Clientyze Agents is an automated AI front desk designed to answer telephone calls, provide pre-configured business information, capture caller inquiries, book calendar appointments, take messages, and transfer calls to designated human staff.

2. Subscriptions, Commitment Terms & Renewals

Commitment Term: Unless otherwise specified in an order form, invoice, or written agreement, monthly plans and packages require a minimum commitment of three (3) months. Annual contracts renew automatically for successive one-year terms unless canceled in writing at least thirty (30) days prior to the renewal date.

Cancellation Notice: Following the completion of any initial commitment period, sixty (60) days’ advance written notice delivered to support@justconversionmarketing.net is required to terminate ongoing recurring subscriptions, unless otherwise agreed in writing.

Platform Continuity: After the first year, underlying platform, hosting, or software costs may become the Client’s direct responsibility unless explicitly bundled in an ongoing retainer agreement.

3. Payments, Billing & Invoicing

Upfront Fees: Setup fees, onboarding charges, and the first month’s platform subscription are due and payable upfront prior to account provisioning or demo deployment.

Recurring Charges: Services are billed on a recurring monthly basis. Client must maintain a valid, active credit card or authorized payment method on file at all times. Recurring fees are charged automatically on the first (1st) of each billing cycle or the anniversary date of activation.

Invoicing Terms: For accounts invoiced manually, invoices are issued on Net 10 terms and must be paid in full on or before the due date. ACH payments may take up to three (3) business days to clear; Client is responsible for initiating ACH transfers with sufficient lead time.

Non-Payment & Suspension: Failure to maintain current payment status may result in immediate suspension of telephone answering, CRM access, campaigns, automations, and deliverables until the account is brought current. Reinstatement fees may apply.

Advertising Spend & Third-Party Fees: All media spend (e.g., Google Ads, Facebook Ads, Yelp), telephony carrier fees, SMS fees, regulatory registration fees (such as A2P 10DLC carrier registrations), and direct carrier surcharges are separate, non-refundable, and the sole financial responsibility of the Client.

4. Usage-Based Billing, Telephony & API Responsibility

Certain features of Clientyze include usage-based consumption, including but not limited to:

• Inbound and outbound telephone minutes and call recording storage;
• SMS and MMS message segment volume;
• AI language model processing and voice synthesis tokens;
• Dedicated phone number provisioning and regulatory compliance fees;
• Email verification, deliverability routing, and premium integrations.

Included plan allowances (if any) are applied first. Any overages beyond included limits are billed automatically to Client’s payment method on file at prevailing usage rates. Client is responsible for maintaining sufficient balance in their account wallet to avoid service interruption.

5. Chargebacks & Payment Disputes

Client agrees not to initiate chargebacks, payment reversals, or credit card disputes. All billing questions, concerns, or requests for adjustment must be submitted in writing to support@justconversionmarketing.net with supporting details.

Filing a chargeback is considered a material breach of contract. Upon receipt of a chargeback or reversal notice, access to all Clientyze platforms, phone numbers, receptionist agents, and associated data will be suspended immediately. Reinstatement requires full payment of outstanding balances plus a $150 administrative chargeback processing fee. We reserve the right to pursue fraudulent chargebacks through all lawful collection and legal remedies.

6. Refund Policy & Abandonment

No Refunds: Due to the immediate allocation of strategic resources, software licensing, cloud provisioning, and onboarding labor, we do not offer refunds once onboarding, account provisioning, or demo deployment begins. Paused accounts, delayed Client participation, or failure to use the software does not entitle Client to refunds or credits.

Abandonment & Inactivity: If Client becomes unresponsive for twenty-one (21) consecutive days without written notice, the project or onboarding will be deemed abandoned. Ongoing monthly subscription fees continue to accrue, and any remaining custom setup deliverables are forfeited. Reactivation requires written approval and a reactivation fee.

7. Client Responsibilities, Credentials & Content

Client agrees to:

• Provide accurate business information (hours, service area, pricing guidelines, transfer numbers, team availability) for use by Clientyze Agents;
• Maintain secure credentials for all accounts and notify us immediately of any unauthorized access;
• Ensure telephone forwarding from Client’s carrier or business phone system to the Clientyze assigned number is properly configured and tested;
• Regularly monitor call logs, recordings, and message notifications to verify the agent is answering according to business standards;
• Respond promptly to requests for review, approvals, or operational feedback.

Recurring errors caused by Client-side issues (such as incorrect DNS records, broken forms, lapsed carrier forwarding, unconfigured calendars, or invalid credentials) are Client’s sole responsibility and may incur billable technical support.

8. Telephony, AI & Regulatory Compliance (TCPA, A2P 10DLC, Recording)

Client bears sole legal responsibility for compliance with all federal, state, and local communications laws governing their use of Clientyze, including:

• Telephone Consumer Protection Act (TCPA) & Telemarketing Sales Rule: Client must obtain all required prior express written consents before sending marketing SMS, automated outbound calls, or artificial/prerecorded voice messages.
• Call Recording & Consent Laws: Client is solely responsible for complying with one-party and two-party (all-party) call recording consent laws in every jurisdiction where calls are placed or received. Client must enable audible call recording disclaimers where required by applicable law.
• Carrier Registration & A2P 10DLC: Client must provide accurate business EIN, address, and opt-in workflow details required by mobile carriers for A2P 10DLC brand and campaign registration. Carrier fines resulting from non-compliant messaging sent by Client will be billed directly to Client.
• CAN-SPAM Act: All commercial email sent through the platform must include clear identification, a physical postal address, and a functional one-click opt-out mechanism.
• Do Not Call (DNC) Registry: Client must honor national and state DNC registries and maintain an internal opt-out suppression list.

9. Clientyze Radar & Lead Data Licensing

This section applies to any lead, business, contact, or prospect data provided through or in connection with Clientyze Radar:

• Limited License: Lead data is licensed exclusively for Client’s own direct marketing and outreach purposes. Client may not resell, sublicense, redistribute, lease, barter, or transfer lead data to any third party, nor use it to build a competing database, directory, or software tool.
• Data Provided “As-Is”: Lead data is compiled from aggregated third-party public and commercial sources. We do not warrant the accuracy, deliverability, completeness, or freshness of any contact information, nor that any prospect is actively in-market.
• Outreach Responsibility: Client is solely responsible for verifying consent, scrubbing against DNC registries, and honoring opt-outs prior to outreach.
• Prohibited Uses: Automated scraping, reverse-engineering of the data pipeline, and bulk extraction beyond plan allowances are strictly prohibited.

10. Intellectual Property & Restrictions on Use

Company IP: All software, code, user interfaces, system architectures, AI prompt engineering, workflow automations, proprietary frameworks (including Clientyze™, Clientyze AI™, Clientyze Agents™, StackCatalyst™, SalesStack™, and Funnel Fix™), and documentation are the exclusive intellectual property of Just Conversion Marketing, LLC and its licensors.

Limited License: Client is granted a revocable, non-exclusive, non-transferable, non-sublicensable license to use the platform solely for internal business operations during an active, fully paid subscription.

Restrictions: Client shall not, and shall not permit any third party to:

• Copy, modify, decompile, reverse-engineer, or extract source code;
• Clone, white-label, resell, or distribute the system or any part thereof;
• Use the platform, prompts, or workflows to train, fine-tune, or benchmark competing artificial intelligence models or receptionist services;
• Share user credentials or access tokens with unauthorized third parties.

11. Client Data, Ownership & Confidentiality

Client Data Ownership: As between Company and Client, Client retains all right, title, and interest in and to customer contact lists, CRM records, call recordings, transcriptions, and business materials uploaded or generated through Client’s account (“Client Data”).

License to Process: Client grants Company a worldwide, royalty-free license to host, transmit, process, and analyze Client Data solely to deliver the services, provide support, train account-specific AI models, and improve system reliability.

Confidentiality: Both parties agree to protect the other’s confidential information with the same degree of care they exercise with their own proprietary information, but not less than reasonable care.

12. Disclaimer of Warranties & Results

THE WEBSITE, CLIENTYZE CRM, CLIENTYZE AGENTS, AND ALL ASSOCIATED SERVICES ARE PROVIDED STRICTLY ON AN “AS-IS” AND “AS-AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OPERATION.

WE DO NOT GUARANTEE THAT THE AI RECEPTIONIST WILL BE 100% ERROR-FREE, THAT EVERY INCOMING CALL WILL BE ANSWERED OR TRANSFERRED WITHOUT INTERRUPTION, OR THAT USE OF THE SERVICE WILL PRODUCE ANY SPECIFIC SALES VOLUME, REVENUE, OR LEAD COUNT. PLATFORM OUTAGES, CARRIER DISRUPTIONS, INTERNET LATENCY, AND THIRD-PARTY API FAILURES MAY OCCASIONALLY IMPACT SERVICE PERFORMANCE.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL JUST CONVERSION MARKETING, LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES), ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

IN ALL CASES, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE WEBSITE, SOFTWARE, OR SERVICES SHALL BE STRICTLY LIMITED TO THE TOTAL AMOUNT ACTUALLY PAID BY CLIENT TO JUST CONVERSION MARKETING, LLC FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

14. Indemnification

Client agrees to defend, indemnify, and hold harmless Just Conversion Marketing, LLC, its parent, subsidiaries, affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, penalties, carrier fines, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Client’s breach of these Terms;
• Client’s violation of any applicable law, rule, or regulation, including the TCPA, TSR, CAN-SPAM, state call-recording statutes, and carrier A2P 10DLC guidelines;
• Any claim that Client Data or outreach infringed or violated the rights of any third party;
• Misstatements, pricing errors, or representations made by Clientyze Agents resulting from inaccurate business information supplied by Client.

15. Non-Circumvention & Non-Solicitation

Client agrees not to directly or indirectly bypass, solicit, hire, or engage any employee, contractor, developer, or specialist of Just Conversion Marketing, LLC introduced to Client during the engagement, for a period of one (1) year following the termination of the business relationship.

16. Governing Law, Dispute Resolution & Jurisdiction

These Terms, and any dispute or controversy arising out of or related to them, shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice of law principles.

The exclusive venue and jurisdiction for any legal action, lawsuit, or proceeding arising out of or relating to these Terms shall be the state and federal courts located in Montgomery County, Texas. Both parties consent to personal jurisdiction and venue in such courts and waive any defense of inconvenient forum.

17. Contact & Legal Notices

All legal notices, questions, or concerns regarding these Terms should be sent to:

Just Conversion Marketing, LLC
Attn: Legal Department
9002 Six Pines Dr, 4th Floor, Ste 154
Shenandoah, TX 77380
Phone: (936) 227-5119
Email: support@justconversionmarketing.net