Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Hyperlocal Inc., an Illinois corporation doing business as SalesPartner ("Company," "we," "us," or "our").

By accessing or using our website, applications, and services (collectively, the "Services"), you agree to be bound by these Terms and our Privacy Policy. If you are using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

If you do not agree to these Terms, you must not access or use our Services.

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or through our Services. Your continued use after such modifications constitutes acceptance of the updated Terms.

SalesPartner provides a business communication platform that enables organizations to manage customer and lead communications. Our Services include:

Communication Tools: Text messaging (SMS/MMS) capabilities, voice calling features, voicemail management, and multi-channel communication management.

Business Features: Lead qualification and management, appointment scheduling and calendar integration, conversation analytics and reporting, and CRM integrations.

Supporting Services: Customer support, documentation and training materials, and software updates and improvements.

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice.

To use our Services, you must create an account and provide accurate, complete, and current information. You agree to:

Account Information: Provide truthful and accurate registration information. Keep your account information up to date. Maintain the confidentiality of your login credentials. Immediately notify us of any unauthorized access or security breach.

Account Responsibility: You are responsible for all activities that occur under your account. You must not share your account credentials with others. You must not create accounts on behalf of others without their permission. You must not use another person's account without authorization.

Account Termination: We may suspend or terminate your account if you violate these Terms. You may terminate your account at any time by contacting us. Upon termination, your right to use the Services immediately ceases.

You agree to use our Services only for lawful purposes and in accordance with these Terms. You must not use our Services to:

Illegal Activities: Violate any applicable law, regulation, or ordinance. Engage in fraud, deception, or misrepresentation. Transmit illegal content or facilitate illegal transactions. Infringe upon the intellectual property rights of others.

Harmful Conduct: Harass, abuse, threaten, or intimidate others. Send unsolicited commercial messages (spam). Distribute malware, viruses, or other harmful code. Interfere with or disrupt the Services or servers. Attempt to gain unauthorized access to any systems or data.

Platform Integrity: Reverse engineer, decompile, or disassemble the Services. Circumvent any access controls or usage limits. Use automated systems (bots, scrapers) without permission. Impersonate any person or entity. Create multiple accounts to evade restrictions.

Content Restrictions: Transmit content that is defamatory, obscene, or offensive. Share content that promotes violence or discrimination. Distribute adult content or content harmful to minors. Post misleading or false information.

Violations may result in immediate suspension or termination of your account without refund.

If you use our messaging features to communicate with customers and leads, you must comply with all applicable laws and regulations, including but not limited to the Telephone Consumer Protection Act (TCPA), Cellular Telecommunications Industry Association (CTIA) guidelines, and state telemarketing laws.

Consent Requirements: You must obtain proper consent before sending any messages. For marketing messages, you must obtain express written consent. You must maintain records of consent for all recipients. Consent must clearly disclose message frequency and content type.

Message Content Requirements: Every marketing message must identify your business. You must provide clear opt-out instructions (reply STOP to unsubscribe). You must disclose that message and data rates may apply. Messages must not contain prohibited content (illegal offers, deceptive claims, etc.).

Opt-Out Compliance: You must honor opt-out requests immediately. You must not send messages to numbers that have opted out. You must maintain and regularly update your opt-out list. You must not require additional steps beyond a simple opt-out reply.

Timing Restrictions: You must not send messages before 8:00 AM or after 9:00 PM in the recipient's local time zone, unless you have express permission.

Your Responsibility: You are solely responsible for ensuring your messaging practices comply with all applicable laws. Hyperlocal Inc. is not liable for any violations committed by you or your organization. We may suspend your messaging capabilities if we detect or receive reports of non-compliant messaging.

Our Services may include call recording features. By using call recording, you acknowledge and agree to the following:

Consent Requirements: You are responsible for complying with all federal, state, and local laws regarding call recording consent. Many jurisdictions require all-party consent, meaning all participants must be informed and agree to recording. You must provide appropriate disclosure at the beginning of any recorded call.

Two-Party Consent States: The following states generally require all-party consent: California, Connecticut, Delaware, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Oregon, Pennsylvania, Vermont, and Washington. This list may not be exhaustive; you must verify current requirements.

Your Responsibility: You are solely responsible for providing required disclosures and obtaining necessary consent. You must configure recording settings appropriately for your compliance needs. Hyperlocal Inc. is not liable for your failure to comply with recording consent laws.

Recording Storage: Recordings are stored securely according to your organization settings. You may configure retention periods and automatic deletion. Recordings may be transcribed to text for your convenience.

Hyperlocal Inc. Ownership: The Services, including all software, content, features, and functionality, are owned by Hyperlocal Inc. and are protected by copyright, trademark, and other intellectual property laws. Our trademarks, service marks, and logos may not be used without our prior written consent.

Your License to Use: Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes.

User Content: You retain ownership of content you submit through our Services ("User Content"). By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display such content solely for the purpose of providing and improving our Services.

Feedback: If you provide suggestions, ideas, or feedback about our Services, we may use such feedback without any obligation to you.

Restrictions: You may not copy, modify, distribute, sell, or lease any part of our Services. You may not reverse engineer or attempt to extract source code. You may not remove or alter any proprietary notices.

Our Services may integrate with or provide access to third-party services. Your use of such services is subject to their own terms and conditions.

Third-Party Terms: When you connect third-party services (such as Google Calendar, Microsoft Outlook, CRM systems, or payment processors), you agree to their respective terms of service and privacy policies.

No Endorsement: Integration with third-party services does not constitute our endorsement of those services. We are not responsible for the availability, accuracy, or reliability of third-party services.

Data Sharing: When you enable integrations, certain data may be shared between our Services and third-party services as necessary for the integration to function. Please review our Privacy Policy for details.

Changes to Integrations: Third-party integrations may change or become unavailable. We are not responsible for any disruption caused by changes to third-party services.

Subscription Fees: Use of our Services requires a paid subscription. Fees are charged in advance on a monthly or annual basis as selected during signup. All fees are quoted in U.S. dollars unless otherwise specified.

Payment Terms: You agree to provide accurate billing information and authorize us to charge your designated payment method. Payments are due according to your billing cycle. Failed payments may result in service suspension.

Usage-Based Charges: Certain features may incur usage-based charges (messaging fees, phone minutes, etc.). Usage charges are billed in arrears and added to your regular invoice.

Price Changes: We may change our prices with 30 days' notice. Price changes will take effect at your next billing cycle after the notice period.

Taxes: Fees do not include applicable taxes. You are responsible for all taxes associated with your use of the Services.

Refunds: Fees are generally non-refundable. Refunds may be provided at our sole discretion. Unused portions of subscriptions are not refunded upon cancellation.

Disputes: Billing disputes must be reported within 60 days of the charge date. After 60 days, charges are considered accepted.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

We specifically disclaim all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that: The Services will be uninterrupted, secure, or error-free. The results obtained from the Services will be accurate or reliable. The Services will meet your specific requirements. Any errors or defects will be corrected.

No Guarantee of Results: We do not guarantee any specific business results from using our Services. Lead qualification, scheduling, and communication features are tools to assist your business operations but do not guarantee sales, conversions, or other outcomes.

Third-Party Content: We are not responsible for third-party content, services, or communications accessed through our Services.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HYPERLOCAL INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR:

Indirect Damages: Any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill.

Service Interruption: Any damages arising from service interruptions, delays, or failures.

Third-Party Actions: Any damages arising from the actions of third parties, including other users of the Services.

User Content: Any damages arising from User Content or communications sent through our Services.

Liability Cap: IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU EXCEED THE AMOUNTS PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

The limitations in this section apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

Some jurisdictions do not allow limitations on implied warranties or exclusion of certain damages, so some limitations may not apply to you.

You agree to indemnify, defend, and hold harmless Hyperlocal Inc. and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Services

• Your violation of these Terms

• Your violation of any applicable law or regulation

• Your violation of any third-party rights

• Your User Content

• Your messaging practices, including any TCPA violations

• Your call recording practices, including any consent violations

• Any claim that your use of the Services caused damage to a third party

We reserve the right to assume exclusive defense of any matter subject to indemnification by you, at your expense. You agree to cooperate with our defense of such claims.

Termination by You: You may terminate your account at any time by contacting customer support or using account settings. Termination will be effective at the end of your current billing period.

Termination by Us: We may suspend or terminate your account immediately if: You breach these Terms. You engage in fraudulent or illegal activity. You fail to pay applicable fees. Required by law. Continued provision of Services is commercially unreasonable.

Effect of Termination: Upon termination: Your right to use the Services immediately ceases. We may delete your account data after a reasonable retention period. You remain liable for any fees owed prior to termination. Provisions that by their nature should survive termination will survive.

Data Export: Before termination, you may request an export of your data. After termination, data export may not be available.

Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict of law principles.

Informal Resolution: Before filing any formal dispute, you agree to contact us at legal@salespartnerai.com and attempt to resolve the dispute informally for at least 30 days.

Arbitration Agreement: Any dispute not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Chicago, Illinois.

Class Action Waiver: YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive any right to participate in a class action lawsuit or class-wide arbitration.

Small Claims Exception: Either party may bring qualifying claims in small claims court.

Injunctive Relief: Notwithstanding the above, either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

Entire Agreement: These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Hyperlocal Inc. regarding the Services.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

Waiver: Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Assignment: You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights without restriction.

No Third-Party Beneficiaries: These Terms do not create any third-party beneficiary rights.

Notices: We may provide notices to you via email, posting on our website, or through the Services. Notices to us should be sent to legal@salespartnerai.com.

Force Majeure: We shall not be liable for any failure or delay caused by circumstances beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions.

Export Compliance: You agree to comply with all applicable export and import laws and regulations.

U.S. Government Users: The Services are "commercial computer software" and "commercial computer software documentation" as defined in applicable federal regulations.

If you have any questions about these Terms of Service, please contact us:

Hyperlocal Inc.

162 N Franklin St, Ste 676

Chicago, IL 60606

United States

Email: legal@salespartnerai.com

Phone: (312) 555-0100

For general support inquiries: support@salespartnerai.com