Please read these Terms of Service ("Terms", "Terms of Service") carefully before using the software, mobile applications, and websites operated by Sticky Marketing Agency LLC and its subsidiaries (collectively referred to as "the Company", "we", "us", "our", or "Sticky Marketing Agency LLC").

These Terms govern your access to and use of our website, funnel pages, products, digital platforms, and services (collectively, the “Service” or “Services”). By using our Services, clicking “I Accept,” or downloading, installing, or otherwise accessing the Service, you agree that you have read, understood, and are bound by these Terms and our Privacy Policy.

You must be at least 18 years old to use our Services. If you are under 18 years old, you warrant that you have obtained consent from your parent or guardian, and they agree to be bound by these Terms on your behalf. We reserve the right to suspend or terminate access if we believe you are violating any law or these Terms.

1. Description of Services & GHL Reseller Infrastructure

The Company operates both as a provider of digital Software-as-a-Service (SaaS) products and as a professional digital marketing agency.

A. SaaS Digital Product License & Hosting

The Company provides a white-labeled, third-party software platform powered by GoHighLevel (GHL) and its infrastructure partners. We offer this SaaS product, hosting services, and platform access on an annual subscription basis via an annual license explicitly built for businesses, churches, and non-profit organizations, or via monthly recurring service fees for software reselling and hosting. This license includes access to the desktop platform web portal and a companion Mobile Application.

New clients who purchase an annual license are provided with a 30-Day Jumpstart program. This specialized onboarding initiative is designed to help your business build initial operational momentum, configure baseline software parameters, and successfully transition onto the platform. The 30-Day Jumpstart is restricted strictly to its designated thirty (30) calendar-day window following initial license purchase and does not extend into ongoing managed marketing retainers or standard software maintenance.

You explicitly acknowledge and agree that the Company does not directly generate, source, or guarantee leads or outcomes for your sub-accounts. Instead, the Company provides you access to GHL's native Prospecting Tool and sub-account tools on a reseller basis. In addition to Prospecting, your recurring fees grant access to any other service or features GHL supplies to a sub-account or lets us charge for on a recurring, resold, or rebillable basis, including but not limited to: automated SMS and Email services, Voice/Phone lines, AI Conversational Agents, WhatsApp integrations, Yext-powered Reputation Management, WordPress hosting, and third-party App Marketplace integrations.

B. Done-For-You Marketing & Creative Services

In addition to self-service SaaS access and hosting, the Company offers customized, managed professional marketing, operational, and creative agency services. These services include, but are not limited to:

AI Conversational Agents: Custom buildout, training, and deployment of interactive AI systems.

Review & Reputation Management: Active monitoring, automated review generation, and Google Business Profile (GBP) optimization and management.

Social Planning & Posting: Content calendar strategy, asset population, and automated scheduling/publishing across connected social channels.

Appointment Booking & Automation: Workflow creation, CRM pipeline mapping, and calendar routing systems.

Missed Call Text Back: Instant automated SMS response configurations for inbound call triggers.

Directory Sites: Placement, structuring, and regional directory platform indexing.

Custom Videos & Creative Design: Custom promotional video production, graphic design assets, custom website design, and targeted landing page builds.

2. Service Scope, Deliverables, & Overages

Deliverables and technical configurations are provided based on the exact scope outlined in your specific recurring billing agreement, invoice, or digital subscription layout. Timelines for completion are estimates and may be adjusted due to client delays, third-party platform changes, or circumstances beyond our control.

Your monthly recurring service fees and annual license fees cover only the specific software access, hosting, and resold features explicitly designated at the time of purchase. Custom agency requests beyond that recurring scope — including structural campaign rebuilds, custom out-of-scope automations, extensive creative asset design, supplementary audio/video production, or technical copy/writing — may incur additional setup or hourly fees. All overage work will be communicated and approved in advance.

3. Payments, Subscriptions, & Wallet Rebilling

A. General Payment Policy

All fees must be paid in full before services are rendered, unless otherwise stated in a signed, separate written agreement. Monthly recurring service fees, software reselling licenses, and hosting fees are invoiced in advance and are due on the 1st day of each billing cycle unless otherwise specified in writing. Payments may be made by ACH transfer, credit card, PayPal, or other approved automated clearing methods.

B. Recurring Billing Renewal & Automatic Top-Ups

All recurring plans (including monthly recurring service fees for reselling/hosting and annual SaaS subscription plans) renew automatically at the end of each billing cycle under the exact same conditions unless canceled in writing before the renewal date.

The inclusion of the 30-Day Jumpstart with an annual license purchase does not alter, delay, or pause the baseline renewal parameters of the annual software term itself.

System usage fees (including but not limited to email, SMS, phone usage, AI processing tokens, and premium integrations) are pre-purchased and deducted as credits based on your activity within the platform. You may bulk purchase credits or enable the auto-top-up feature through the platform Wallet feature using your payment method on file. Auto-top-up will automatically charge your saved payment instrument when credit thresholds drop below your configured preferences. You are solely responsible for managing your Wallet settings, credit usage tracking, and spending limits.

C. Non-Payment & Failed Billing

Should automatic billing fail to occur for any reason, or if a recurring service balance remains unpaid, your access to the Service, hosting, SaaS sub-accounts, and managed campaign platforms will be denied or suspended immediately until your balance is paid in full.

4. Refund Policy

Due to the digital nature of the products and immediate resource allocations involved, all sales are final.

We do not provide refunds for marketing or creative services already rendered, digital products delivered, hosting uptime, the 30-Day Jumpstart onboarding program, or subscription periods (monthly or annual) already paid. Certain exceptional refund requests for active Subscriptions may be reviewed by the Company on a strict case-by-case basis and are granted or denied at the absolute, sole discretion of the Company or its authorized agents. This process may include recouping associated technology, licensing, setup, and hosting costs at the discretion of the Company.

5. Ad Spend Policy

For any managed paid media campaigns, advertising costs for Facebook, Instagram, Google, or other ad delivery networks (such as Meta platforms) are billed completely separately from the Company’s recurring service and hosting fees. The client’s native ad account or credit card on file with the respective ad platform will be directly charged for all ad spend. These external costs are not included in your monthly recurring fees or platform subscription pricing.

6. Client Responsibilities & Technical Support Escalation

You agree to provide accurate, complete, and current information, brand materials, copy, media, and timely feedback required for us to deliver our Services. The Company is not liable for structural performance delays or missed timelines resulting from a client's failure to provide required copy, assets, media profiles, or third-party login credentials.

You are solely responsible for safeguarding your passwords and maintaining the strict security of your accounts (including SaaS sub-account logins, ad accounts, payment gateways, and email lists). You agree to be fully responsible for all activities, actions, or data generation that occur under your account or password.

Primary Support Protocol & Data Breaches:

Because the backend software infrastructure of the platform is backed by 24/7/365 live tech support, you acknowledge and agree that GoHighLevel (GHL) technical support is your primary line of defense and support system.

In the event that you become aware of any security breaches, compromised passwords, account intrusions, connection dropouts, user access errors, or any other functional issues that tech support can manage, you must contact GHL technical support channels directly and immediately to initiate mitigation. While you are required to notify the Company of security compromises, you agree that the Company is a software reseller and cannot execute immediate localized platform-level overrides or database recoveries that fall under the scope of GHL's live support network.

7. Licensing, Restrictions, & Reseller Restrictions

A. Software Licensing

You acknowledge and agree that you do not own the software, source code, mobile app framework, hosting infrastructure, native intellectual property, or any proprietary configurations associated with the platform. You may not present, imply, or represent origin ownership or initial development of the platform, including through white-labeled branding adjustments. This clause remains in force throughout your entire use of the software.

B. Reseller License Transfer Constraints

If you possess a reseller license, it is strictly non-transferable. Any attempt to assign, transfer, or sell your reseller privileges to another individual or entity without explicit written permission from the Company constitutes a material breach of these Terms and results in immediate termination. Multi-tier reselling is strictly prohibited. You may not package or bundle your reseller license as part of another service or offering.

If your business is sold or transferred, your license does not automatically transfer to the new owner. The new owner must independently sign up for an account and agree to the current Terms of Service and account transfer documentation supplied by the Company.

C. Termination Impact on Referrals

Upon termination or voluntary cancellation of your account, any ongoing payments from referred customers will be permanently redirected to our parent company, Sticky Marketing Agency LLC, instead of the departing reseller. If a client was onboarded indirectly without using the core payment gateway (such as through a reseller coupon or free access override), that client account will be cancelled automatically upon the reseller’s account deactivation.

8. Intellectual Property

All content, copy, graphics, logos, designs, custom code, video frameworks, and software assets provided or created by us remain the exclusive property of the Company and its respective licensors. The Service is protected by copyright, trademark, and other proprietary laws of both the United States and foreign countries.

Upon full payment of all applicable fees, you receive a limited, non-exclusive, non-transferable license to use deliverables created specifically for your business within your active operations. You may not copy, resell, redistribute, or reverse-engineer our materials or platform systems without our prior, express written consent. Nothing in these Terms constitutes a transfer of structural intellectual property rights from us to you.

9. Third-Party Platforms & Tools Disclaimer

Our Services integrate with, rely on, and are hosted through third-party infrastructure platforms (including but not limited to GoHighLevel, Google, Meta, Stripe, Twilio, and Mailgun).

You explicitly acknowledge that the Company is not responsible for downtime, data loss, API errors, system failures, connection latency, hosting outages, or sudden policy updates executed by these third-party platforms. Your use of integrated third-party systems is governed entirely by their respective terms, usage policies, and frameworks. We only provide links or integrations as an operational convenience; access to external data or platforms is entirely at your own risk.

10. Compliance With Relevant Laws: Global Spam & Telecom Compliance

You agree to comply with all relevant local, national, state, and international laws, regulations, and rules (“Relevant Laws”) in connection with your access to and use of the Service, including but not limited to laws relating to copyright, telecommunications, marketing, privacy, data protection, or trademark, intellectual property, export control, and regulatory requirements.

Electronic communication laws are international and borderless. Regardless of your physical location, the location of your business, or the location of your target audience, you agree to comply fully with all applicable global spam and telecommunications regulations (collectively, "Spam and Telecom Laws"), including but not limited to:

1. The U.S. CAN-SPAM Act of 2003 (and all Federal Trade Commission regulations regarding commercial emails).

2. The U.S. Telephone Consumer Protection Act (TCPA) and 10DLC registry rules regarding SMS, text message marketing, automated dialing, and cold calling.

3. The Canadian Anti-Spam Legislation (CASL).

4. The European Union General Data Protection Regulation (GDPR) and the UK GDPR/Privacy and Electronic Communications Regulations (PECR) regarding consent for unsolicited digital marketing.

5. The Australian SPAM Act 2003 (Cth) and associated regulations.

Without limiting your obligations under this clause, you must ensure that:

You do not send unsolicited commercial email or SMS messages unless you have obtained clear, legally sufficient consent from the recipient, or have a pre-existing business relationship as defined under relevant local laws.

Every commercial message contains a clear, functional, and immediate opt-out or unsubscribe mechanism.

You immediately process and honor all unsubscribe or opt-out requests within the legally required time frame of the recipient's jurisdiction.

You do not use misleading header information or deceptive subject lines in any communication.

In the event you become aware of any breach, or potential breach, of international Spam and Telecom Laws, or any unauthorized account intrusions, you must immediately contact GoHighLevel technical support for mitigation and provide written notice to the Company for administrative account tracking purposes. You acknowledge that you shall, upon reasonable request by the Company, provide information in relation to your proposed marketing use of the platform, including compliance data for contact records you import or acquire through the platform's Prospecting tool. The Company may request such information before or after granting you access to the platform and for the duration of your subscription.

11. Limitation of Liability & Warranties

A. No Guarantees

The Company does not warrant or guarantee specific commercial results, including but not limited to sales volume, lead quality, organic search engine rankings, ad performance conversion metrics, or net profits. The Service and all included data are provided strictly on an "as is" and "as available" basis without warranties of any kind, whether express or implied.

B. Exclusion of Damages

To the maximum extent permitted by law, the Company, its directors, employees, or agents shall not be liable for any indirect, punitive, special, incidental, or consequential damages (including loss of business, revenue, profits, use, privacy, data, goodwill, or other economic advantages), however it arises, whether for breach of contract or in tort, even if previously advised of the possibility of such damage.

C. Liability Cap

In no event shall our aggregate liability to you for any and all claims, disputes, or causes of action exceed the total amount you actually paid to the Company in the thirty (30) days preceding the specific claim. You possess sole responsibility for adequate security protection and data backups used in connection with the Service and will not make claims for lost data, work delays, or inaccurate output.

12. Indemnification

As a condition of your access to and use of the Service, you agree to indemnify, defend, and hold harmless the Company, its subsidiaries, successors, agents, and assigns from and against any and all damages, costs, expenses, losses, and liabilities (including reasonable legal fees and expenses) relating to or arising out of your access to or use of the Service, your breach of these Terms, or your violation of any Relevant Laws (including global Spam and Telecom regulations) or the rights of any third party. This indemnification section survives the expiration or termination of your relationship with the Company.

13. Termination

Either party may terminate services or cancel recurring subscriptions via written notice submitted through our approved customer support channels. For all monthly recurring service fees and hosting agreements, cancellations must be in writing and received at least 14 days prior to your next scheduled renewal or billing cycle date.

We reserve the right to immediately suspend or terminate your account, hosting allocation, access to software, or ongoing agency deliverables without prior notice or liability if you breach these Terms, fail to pay invoices, engage in fraudulent activity, or violate international laws. All provisions of these Terms which by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity mandates, and limitations of liability.

14. Governing Law & Venue

These Terms, your relationship with the Company, and any dispute arising out of or relating to the Services shall be governed by, interpreted, and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law provisions.

Any legal action, suit, or judicial proceeding arising out of or relating to these Terms or our Services shall be instituted exclusively within the state or federal courts located within the State of Wyoming, and you hereby irrevocably consent to the personal jurisdiction and venue of such courts.

15. Changes to These Terms

At our sole discretion, we reserve the right to modify, adjust, or replace these Terms at any time. If a revision is deemed material, we will make reasonable efforts to provide at least 30 days' notice before any new terms take effect. It is your sole responsibility to check these Terms for changes periodically. Your continued use of or access to our Services after updates are published constitutes your explicit acceptance of the revised Terms.

16. Contact Us

If you have any questions, compliance concerns, or support inquiries regarding these Terms, please reach out to the Company through our official channels:

Email: [email protected]

Phone: 1.844.722.7653