Terms of Service

Account,

your registered Scale Systems user account.

Client Content,

text, images, logos, business information, customer lists, leads, and any other materials you upload to or create within the Services.

Platform,

the Scale Systems software-as-a-service platform, including the GoHighLevel-based environment we provide to you under a white-label.

Services,

the Platform, websites we build for you, business phone numbers, SMS/MMS messaging, voice, automations, marketing tools, CRM, review tools, local search and AI visibility work, paid advertising management, and any other product or service we make available to you.

Subscription,

your recurring payment arrangement for the Services.

You must be at least 18 years old, legally able to enter into a binding contract, and acting on behalf of a lawful business to use the Services. You agree to provide accurate information when registering and to keep your Account information current. You are responsible for all activity under your Account, including activity by your employees, contractors, and any other authorized users.

We provide marketing technology, websites, automation, CRM, local search visibility, AI-search optimization, paid advertising management, and related services to established local service businesses. The exact features available to you depend on your Subscription plan. We may add, modify, or discontinue features from time to time. We will not materially reduce the core functionality of your Subscription without notice.

Scale Systems is offered as a tiered system:

• Core System, from $299/month. Includes a conversion-focused, SEO-optimized website, access to the Scale Systems Platform (web and mobile app), a business phone number for texting and calling, CRM, automated follow-up, missed-call text-back, appointment booking, review generation, business automations, and tracking and reporting.
• Visibility, an add-on, scoped to your market. Ongoing local SEO, Google Business Profile optimization, Google Maps visibility, and AI-search / Answer Engine Optimization (AEO) work.
• Scale, an add-on. Paid advertising management across Google and Meta, plus ad spend, added once your core system is converting.

Subscriptions are month-to-month. There are no long-term contracts. Pricing is subject to change; we will give you at least 30 days' notice of any price increase, which will take effect at the start of your next billing cycle.

Advance billing,

All Subscription fees are billed in advance of the service period.

Auto-renewal,

Your Subscription will automatically renew at the then-current rate at the end of each billing cycle until you cancel.

Payment method,

Payments are processed through Stripe. By providing a payment method, you authorize us to charge it for all amounts due, including Subscription fees, usage charges, and applicable taxes.

Taxes,

All fees are exclusive of taxes. You are responsible for any sales, use, value-added, or similar taxes other than taxes on our income.

In addition to your Subscription fee, you will incur usage-based charges for phone numbers, messaging, voice, and number-intelligence services. Rates (subject to change with 30 days' notice):

Digital wallet. You maintain a digital wallet balance for usage charges. When your balance falls below the auto-top-up threshold, we will automatically charge your payment method to refill it according to your preferences. You are responsible for monitoring your wallet and ensuring sufficient funds.

All payments to Scale Systems are final and non-refundable, including Subscription fees and usage charges. Because our products and Services are custom-built and initiated upon payment, they are non-reversible once delivery begins. Cancelling stops future charges (Section 12) but does not refund the current or any prior billing period.

You agree not to initiate a chargeback or payment dispute for Services rendered. Filing a chargeback for Services rendered is a material breach of these Terms. We reserve the right to submit evidence of contract acceptance, Platform usage, and delivery documentation to your card issuer; to suspend or terminate your Account; and to pursue recovery of the disputed amount plus associated legal, collection, and administrative fees.

We may offer free trials, discounts, or promotional pricing from time to time. During a trial, limited setup may occur for information-gathering purposes; full Services are rendered only once paid billing begins. Promotional pricing applies for the period stated and reverts to standard pricing thereafter. Discounts do not modify any other term of this agreement.

Services are considered delivered and rendered once: your website has been completed and made available; and Platform and automation setup is finalized. Standard build time is 7, 10 business days following receipt of your completed onboarding form. Login assistance and onboarding support may be provided but are not a prerequisite for fulfillment.

If a payment fails, we will retry payment up to 4 times over 3 weeks. If the balance remains unpaid 48 hours after the first failed attempt, your Account and Platform access may be suspended until the balance is paid. If the balance remains unpaid for 30 days, we may terminate your Account and delete or archive Client Content as described in Section 17. Suspension does not relieve you of the obligation to pay outstanding fees.

You may cancel your Subscription at any time through the Platform or by contacting support. Cancellation becomes effective at the end of the current billing cycle, and you will not be charged thereafter. Early cancellation does not entitle you to a refund of any prepaid amount or unused portion of a billing period.

13.1 Our IP. The Platform, our software, our website templates, our automations, our marketing materials, our brand, and all underlying technology are owned by Scale Systems or our licensors. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Platform and Services solely for your internal business purposes during your Subscription. All rights not expressly granted are reserved.

13.2 Your Content. You retain ownership of your Client Content. You grant us a non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, display, and process Client Content as necessary to provide the Services and as permitted by our Privacy Policy.

13.3 Your Data and Content; Subscription Services. You retain ownership of your Client Content, your customer list, your CRM records and leads, and your domain, and you may export them at any time, including on cancellation. Your domain is registered in your name, or transferred to you on request. The website hosting, the Scale Systems Platform (including the GoHighLevel-based environment), and the automations we configure are provided to you as part of your active Subscription and remain the property of Scale Systems or its licensors; your access to them ends when your Subscription ends. On cancellation, we will provide your exported content and data, and you are responsible for arranging your own hosting and any replacement systems if you wish to continue running a website or automations elsewhere.

13.4 Feedback. If you provide us with suggestions, ideas, or feedback, you grant us an unrestricted, perpetual, royalty-free license to use it without obligation to you.

You agree NOT to use the Services to:

• send unsolicited messages, spam, or unlawful communications;
• send messages without proper consent under the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, A2P 10DLC requirements, or applicable state laws;
• violate the privacy of any individual or any state or federal privacy law, including CCPA/CPRA, TDPSA, and any other applicable privacy statute;
• send messages that are harassing, threatening, defamatory, fraudulent, obscene, or otherwise unlawful;
• promote illegal activities or regulated industries that violate carrier policies;
• reverse-engineer, decompile, or attempt to derive source code from the Platform;
• resell, sublicense, or provide the Services to third parties as a service bureau without our written consent;
• use the Services to compete with Scale Systems or to build a competing product;
• attempt to circumvent any security measures, rate limits, or technical restrictions; or
• upload viruses, malware, or any code intended to damage or disrupt the Services.

We may suspend or terminate Accounts engaged in any prohibited activity.

15.1 You Are Responsible for Your Own Communications. When you use the Platform to send SMS, MMS, voice messages, or emails to your customers and prospects, you, not Scale Systems, are the sender. You are solely responsible for:

• obtaining valid consent from every recipient before sending any message that requires consent under the TCPA, CAN-SPAM, A2P 10DLC, or applicable state law;
• maintaining proof of consent and producing it on request;
• honoring opt-out requests (STOP, UNSUBSCRIBE, etc.) immediately and list-wide;
• including required disclosures (sender identity, opt-out instructions, business address);
• scrubbing against the National Do Not Call Registry and any state DNC registries before making telemarketing calls or texts to non-customers;
• complying with carrier rules, including A2P 10DLC registration; and
• complying with state privacy laws that apply to your processing of consumer data.

15.2 Privacy and Data Protection. If you upload personal information about consumers to the Platform, you act as the “controller” or “business” under applicable privacy laws and Scale Systems acts as the “processor” or “service provider.” A separate Data Processing Addendum (DPA) governs that relationship and is incorporated by reference. By uploading personal information, you represent that you have provided all required notices, obtained all required consents, and have the legal right to upload and process the data.

15.3 You Indemnify Us for Your Communications. You agree to indemnify and hold Scale Systems harmless from any claims, fines, penalties, or damages arising from your communications or your processing of consumer data, as described in Section 20.

We record sales, onboarding, and support calls between you and Scale Systems for quality assurance, training, recordkeeping, and dispute resolution. We provide a verbal notice at the start of each call. By continuing the call, you consent to being recorded. If you do not wish to be recorded, please tell us at the start of the call. See our Privacy Policy for details.

17.1 Term. These Terms begin when you accept them and continue until your Subscription is terminated.

17.2 Termination by You. You may cancel at any time as described in Section 12.

17.3 Termination by Us. We may suspend or terminate your Account and these Terms, with or without notice, if you breach these Terms; fail to pay amounts when due; we are required to do so by law; or you engage in conduct that creates legal, regulatory, or reputational risk for us.

17.4 Effect of Termination. Upon termination, your right to access and use the Services ends immediately. We will retain Client Content for 30 days following termination to allow you to export it; after 30 days, we may delete or archive Client Content. You are responsible for exporting your data before termination. Provisions intended to survive (intellectual property, indemnification, limitation of liability, dispute resolution, governing law) will continue.

18.1 SMS Disclosure. By opting in to our SMS services, you agree to receive text messages related to notifications, marketing offers, account authentication (2FA), and other service-related communications. Message frequency may vary. Standard message and data rates apply according to your mobile carrier's terms. To opt out, reply STOP to any message. For assistance, text HELP.

18.2 Messaging Consent. You must explicitly consent to receive messages from Scale Systems. Consent may be given through our website sign-up forms, paper forms, or verbally through customer service interactions.

18.3 Message Types and Frequency. Messages may include alerts, reminders, promotional offers, updates, and other communications. Frequency varies based on your interactions and preferences.

18.4 Message Delivery. Scale Systems does not guarantee that messages will be delivered without delays or failures, which can occur due to factors outside our control such as network problems or device compatibility.

18.5 Compliance. You acknowledge that the messaging service must be used in compliance with all relevant laws, including those relating to privacy, telecommunications, and commercial communications.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. SCALE SYSTEMS DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR HARMFUL COMPONENTS. WE DO NOT GUARANTEE ANY SPECIFIC RESULTS, INCLUDING NUMBER OF LEADS, SALES, REVENUE, OR SEARCH RANKINGS.

You agree to defend, indemnify, and hold harmless Scale Systems and its officers, directors, employees, contractors, and agents from and against any third-party claims, damages, liabilities, losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: your use of the Services; your Client Content; your communications sent through the Services (including TCPA, CAN-SPAM, and CIPA claims); your processing of personal information uploaded to the Platform; your violation of these Terms or any law; or your violation of any third party's rights. We will promptly notify you of any claim subject to indemnification, and you will have control over the defense and settlement, provided that no settlement requiring us to admit fault or pay any amount may be entered without our consent (not unreasonably withheld).

TO THE MAXIMUM EXTENT PERMITTED BY LAW: NO INDIRECT DAMAGES, SCALE SYSTEMS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY. CAP ON DIRECT DAMAGES, OUR TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) $100. BASIS OF THE BARGAIN, THESE LIMITATIONS APPLY REGARDLESS OF THE BASIS OF THE CLAIM AND ARE A FUNDAMENTAL PART OF THE BARGAIN.

Some jurisdictions do not allow certain limitations; in those, the above applies to the maximum extent permitted by law.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

22.1 Informal Resolution. Before initiating any formal dispute, you and Scale Systems agree to first attempt to resolve it informally by emailing antoniomtz@scale-systems.net with a written description. If we cannot resolve it within 30 days, either party may proceed under this Section.

22.2 Binding Arbitration. You and Scale Systems agree that any dispute arising out of or relating to these Terms or the Services will be resolved exclusively by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will take place in Hidalgo County, Texas (or remotely, at the parties' agreement). Judgment on the award may be entered in any court of competent jurisdiction.

22.3 Class Action Waiver. YOU AND SCALE SYSTEMS AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one party's claims and may not preside over any representative or class proceeding.

22.4 Carve-Outs. Either party may bring (a) an individual action in small claims court, or (b) a court action seeking injunctive or equitable relief for infringement or misappropriation of intellectual property.

22.5 30-Day Right to Opt Out. You may opt out of this arbitration agreement by emailing antoniomtz@scale-systems.net within 30 days of first accepting these Terms with the subject line “Arbitration Opt-Out,” including your name, business name, and a clear statement that you want to opt out. Opting out will not affect any other provision of these Terms.

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-law principles. Subject to Section 22, any action that is not subject to arbitration must be brought exclusively in the state or federal courts located in Hidalgo County, Texas, and the parties consent to personal jurisdiction and venue there.

Neither party will be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, government actions, internet or telecommunications failures, third-party platform outages, or labor disputes.

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, or sale of all or substantially all of our assets without your consent.

We may provide notices to you by email to the address on your Account, by posting in the Platform, or on our website. You may provide notices to us at antoniomtz@scale-systems.net.

We may modify these Terms from time to time. If we make material changes, we will notify you by email or by posting a notice on the site at least 30 days before the changes take effect. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms.

Entire Agreement,

These Terms (together with the Privacy Policy and any DPA or order form) are the entire agreement between you and Scale Systems and supersede any prior agreements on the same subject.

Severability,

If any provision is found unenforceable, the remaining provisions remain in effect.

Waiver,

Failure to enforce any right or provision is not a waiver of it.

No third-party beneficiaries,

These Terms do not create any third-party beneficiary rights.

Independent contractors,

The parties are independent contractors; nothing here creates a partnership, joint venture, agency, or employment relationship.

Survival,

Sections that by their nature should survive termination will survive.

Headings,

Section headings are for convenience only.

By purchasing any Services from Scale Systems or checking the agreement box at checkout, you confirm that: you have read, understood, and agree to these Terms of Service; you accept our No Refund policy; you waive the right to initiate chargebacks for Services rendered; and you agree to the binding arbitration agreement and class action waiver in Section 22 (subject to your right to opt out within 30 days).

Scale Systems LLC,

Mission, TX (Rio Grande Valley)

Email,

antoniomtz@scale-systems.net

Web,

scale-systems.net