Terms of Service (TOS) for Clients

Effective Date: November 04, 2024
Last Updated: November 04, 2024

By accessing and using the services of Pixel Brain Media LLC (“PBM,” “we,” “us,” or “our”), you, the client (“Client”), agree to be bound by the following Terms of Service (“TOS”). These TOS govern the provision of PBM’s services, including our AI-driven SMS Database Reactivation.

1. Service Description

1.1 Description of Services
PBM provides AI-driven SMS Database Reactivation services designed to re-engage dormant leads within the Client’s database and convert them into active prospects. This involves the use of automated SMS outreach powered by PBM’s proprietary AI workflows, personalized messaging, and analytics to optimize conversion rates.

1.2 Scope of Services

• The services include the initial setup, execution of SMS campaigns, performance tracking, and reporting.
• PBM reserves the right to modify or discontinue specific aspects of the services as needed to maintain effectiveness, with prior notification to the Client.
• PBM uses third-party platforms (e.g., GoHighLevel, Make.com, OpenAI) as part of its service delivery. PBM retains the right to select and change vendors as necessary to optimize service performance.

2. Client Responsibilities

2.1 Data Provision and Accuracy
The Client agrees to provide PBM with accurate and complete lead database information, including contact details and any relevant engagement history. The Client is responsible for ensuring the legality and validity of the data provided.

2.2 Access and Permissions
The Client must grant PBM all necessary access and permissions to use the lead data solely for the purpose of delivering the agreed-upon services. This includes but is not limited to allowing SMS outreach on behalf of the Client.

2.3 Compliance with Legal Obligations
The Client is responsible for ensuring that their data collection practices comply with all applicable laws and regulations, including data privacy laws. PBM assumes no liability for the Client’s failure to comply with such requirements.

3. Service-Level Agreement (SLA)

3.1 Performance Metrics
PBM commits to performance-based results defined by metrics such as the number of reactivated leads, conversion rates, or booked appointments. Specific performance targets will be outlined in a separate service agreement.

3.2 Turnaround Time
PBM shall commence services within 5 business days following the initial onboarding and receipt of the Client’s lead data. While PBM endeavors to meet all performance targets promptly, actual results may vary based on factors such as data quality and market conditions.

3.3 Service Quality Expectations
PBM strives to maintain a high standard of service, but makes no absolute guarantees regarding the effectiveness of individual campaigns, as outcomes can be influenced by external factors beyond PBM’s control.

4. Dispute Resolution

4.1 Negotiation
In the event of any dispute arising out of or related to this TOS, the parties agree to attempt to resolve the dispute through good-faith negotiations.

4.2 Mediation and Arbitration
If a resolution cannot be achieved through negotiation, the parties agree to proceed to mediation before initiating any formal legal proceedings. If mediation fails, disputes shall be submitted to binding arbitration in Minneapolis, Minnesota, conducted under the rules of the American Arbitration Association.

4.3 Jurisdiction and Governing Law
This TOS shall be governed by and construed in accordance with the laws of Minnesota, USA. Any disputes arising from this TOS shall be subject to the exclusive jurisdiction of the courts in Minnesota, USA.

5. Limitations of Liability

5.1 Liability Cap
PBM’s liability under this TOS is limited to the total amount paid by the Client for services rendered during the 6 months immediately preceding the event giving rise to the liability.

5.2 No Guarantee of Results
The Client acknowledges that while PBM strives to deliver optimal results, there are no guarantees regarding specific outcomes such as sales conversions or engagement levels, due to the performance-based nature of the services.

5.3 Indemnification
The Client agrees to indemnify, defend, and hold harmless PBM, its affiliates, employees, and agents from any claims, liabilities, damages, losses, or expenses (including attorneys’ fees) arising out of the Client’s use of the services or any breach of this TOS by the Client.

5.4 No Liability for Indirect Damages
PBM shall not be liable for any indirect, incidental, consequential, or punitive damages, including lost profits or business opportunities, even if advised of the possibility of such damages.

6. Modifications to the TOS

6.1 Right to Modify
PBM reserves the right to modify or update this TOS at any time. Changes will be effective immediately upon posting the updated TOS on PBM’s website or through another method of notification to the Client.

6.2 Continued Use as Acceptance
Continued use of PBM’s services following any changes to this TOS constitutes acceptance of the modified terms. If the Client does not agree with the updated terms, they must notify PBM within 7 days to terminate the services.

7. Termination

7.1 Termination for Convenience
Either party may terminate this TOS with a 14-day written notice, with the termination effective at the end of the notice period. Upon termination, PBM shall cease services, and the Client shall settle any outstanding fees.

7.2 Termination for Cause
PBM may terminate this TOS immediately if the Client breaches any material provision of this TOS, including non-payment or unauthorized use of PBM’s services.

7.3 Effect of Termination
Upon termination, all Client access to PBM’s services shall end. The Client must discontinue all use of PBM’s proprietary tools and technology. PBM will return or destroy any Client-provided data upon request, subject to applicable data retention policies.

8. Miscellaneous Provisions

8.1 Entire Agreement
This TOS, along with any associated Service Agreements or SLAs, constitutes the entire agreement between PBM and the Client, superseding all prior agreements or understandings related to the services.

8.2 Severability
If any provision of this TOS is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.

8.3 Assignment
The Client may not assign its rights or obligations under this TOS without PBM’s prior written consent. PBM reserves the right to assign its rights and obligations under this TOS as necessary.

9. Contact Information

For questions regarding this TOS, please contact:

Pixel Brain Media LLC
Address: 7675 MacIver Ave NE, Otsego, MN 55301
Email: admin@pixelbrainmedia.com
Phone: +1 (320) 533-0465