Terms of Service

1. Acceptance of Terms

By registering for, accessing, or using ACES Marketing Systems' services, you acknowledge that you have read, understood, and agree to be bound by:

• These Terms of Service
• Our Privacy Policy
• Any additional terms specific to the services you use
• All applicable laws and regulations

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Services Description

ACES Marketing Systems provides marketing automation services including, but not limited to:

• Email marketing campaigns and automation
• SMS/text message marketing campaigns
• Social media content creation and scheduling
• Direct mail and postcard campaigns
• AI-powered chatbots and phone systems
• Landing page creation and optimization
• Marketing analytics and reporting
• CRM integration and management

Services may be provided on a Done-For-You, Done-With-You, or SaaS Platform basis as specified in your service agreement.

2.1 Service Modifications

We reserve the right to modify, suspend, or discontinue any part of our services at any time with or without notice. We are not liable for any modification, suspension, or discontinuation of services.

3. Acceptable Use Policy

You agree to use our services only for lawful purposes and in accordance with these Terms. You are responsible for all activity that occurs under your account.

3.1 Your Responsibilities

When using our services, you must:

• Comply with all federal, state, and local laws and regulations
• Obtain proper consent before sending marketing communications
• Honor all opt-out and unsubscribe requests immediately
• Ensure accuracy of all contact information and targeting
• Maintain proper records of consent and opt-ins
• Use truthful, non-deceptive marketing practices
• Respect recipients' privacy and communication preferences
• Monitor your campaigns for compliance issues

4. Prohibited Activities

4.1 Illegal Activities

You may NOT use our services for any illegal purpose or to conduct any illegal activity, including but not limited to:

• Fraud, identity theft, or financial crimes
• Drug trafficking or illegal substance promotion
• Money laundering or terrorist financing
• Pyramid schemes, multi-level marketing scams, or ponzi schemes
• Sale of counterfeit, stolen, or illegal goods
• Gambling or unlicensed gaming operations (where prohibited)
• Adult content, pornography, or escort services
• Any activity that violates federal, state, or local law

4.2 Harassment & Abuse

You may NOT use our services to:

• Harass, threaten, or intimidate any person or entity
• Send spam or unsolicited bulk communications to people who have not opted in
• Engage in targeted harassment campaigns against individuals or groups
• Send abusive, threatening, or defamatory content
• Stalk, dox, or invade privacy of any individual
• Impersonate others or misrepresent your identity or affiliation
• Send messages after opt-out/unsubscribe requests
• Use purchased or rented contact lists without proper consent

4.3 Deceptive Practices

You may NOT:

• Use false, misleading, or deceptive subject lines or content
• Disguise the origin or source of your communications
• Make false claims about products, services, or business practices
• Use fake sender names, email addresses, or phone numbers
• Violate FTC regulations on endorsements, testimonials, or advertising
• Engage in phishing, spoofing, or pretexting

4.4 Technical Abuse

You may NOT:

• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt our services or servers
• Transmit viruses, malware, or malicious code
• Scrape, harvest, or collect data without permission
• Reverse engineer or attempt to extract our source code
• Use automated systems to access services in violation of our terms
• Overload or attack our infrastructure

4.5 Intellectual Property Violations

You may NOT:

• Infringe on copyrights, trademarks, or patents of others
• Use copyrighted images, text, or content without permission
• Violate licensing agreements or usage rights
• Use our platform to distribute pirated or unauthorized content

4.6 Prohibited Industries (Without Proper Licensing/Compliance)

Additional restrictions apply for:

• Cannabis/CBD products (highly regulated)
• Firearms and ammunition
• Tobacco and vaping products
• Alcohol sales
• Pharmaceuticals and prescription drugs
• Financial services requiring licenses
• Healthcare services without proper credentials

Note: These industries may be serviced with proper licensing, compliance verification, and additional insurance requirements. Contact us for approval.

5. Content & Intellectual Property Rights

5.1 Your Content - Rights & Responsibilities

You retain all rights to the content you provide to us ("Client Content"), including:

• Marketing copy and messaging
• Images, graphics, and videos
• Logos, trademarks, and brand materials
• Contact lists and customer data
• Any other materials you upload or provide

5.2 License to ACES

By providing Client Content, you grant ACES a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, publish, and distribute your content solely for the purpose of providing services to you.

5.3 Stock Images & Content

If we provide stock images, templates, or content as part of our services:

• We ensure proper licensing for your use
• You may only use them in connection with our services
• You may not redistribute or resell stock content
• Usage rights terminate if you cancel services (where applicable)

5.4 ACES Intellectual Property

All rights, title, and interest in our services, platform, software, tools, processes, and methodologies remain the exclusive property of ACES. You may not:

• Copy, modify, or create derivative works of our platform
• Reverse engineer our systems or software
• Use our name, logo, or trademarks without written permission
• Remove or alter any copyright, trademark, or proprietary notices

5.5 Copyright Infringement Claims

If you believe your copyright has been infringed, please see our DMCA policy and contact us at dmca@acesmarketingsystems.com with:

• Description of the copyrighted work
• Location of the infringing material
• Your contact information
• Statement of good faith belief
• Statement that information is accurate
• Electronic or physical signature

6. Insurance Requirements & Indemnification

6.1 Required Insurance Coverage

To protect both parties from potential liabilities arising from marketing activities, you agree to maintain the following insurance coverage at all times during your use of our services:

6.2 Certificate of Insurance

Upon request, you must provide ACES Marketing Systems with a current Certificate of Insurance evidencing the required coverage. The certificate must:

• List ACES Marketing Systems as an Additional Insured
• Show coverage limits meeting or exceeding minimums stated above
• Include a 30-day cancellation notice requirement
• Be issued by an insurance company with an A.M. Best rating of A- or better

6.3 Indemnification by Client

You agree to indemnify, defend, and hold harmless ACES Marketing Systems, 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 from or related to:

• Your use or misuse of our services
• Your violation of these Terms or any applicable laws
• Your Client Content or any infringement of intellectual property rights
• Your marketing campaigns, communications, or activities
• Claims of harassment, spam, or unwanted communications by recipients
• TCPA violations, CAN-SPAM violations, or other regulatory violations
• Data breaches or privacy violations involving your data or contacts
• Claims of false advertising, deceptive practices, or misrepresentation
• Any actions by your employees, contractors, or agents
• Your failure to maintain required insurance coverage

6.4 Insurance as Additional Protection, Not Limitation

Your insurance requirements do not limit your indemnification obligations or our rights under these Terms. Insurance is a minimum requirement to help ensure protection for both parties, but does not cap your liability for breaches of these Terms.

6.5 Consequences of Inadequate Insurance

If you fail to maintain required insurance coverage:

• We may suspend or terminate your services immediately
• You remain liable for all claims and damages
• You may be required to post a security deposit or bond
• We may require higher service fees to offset increased risk

7. Regulatory Compliance Requirements

You are solely responsible for ensuring your use of our services complies with all applicable laws and regulations. This includes but is not limited to:

7.1 TCPA Compliance (Telephone Consumer Protection Act)

For SMS/text and phone communications, you must:

• Obtain express written consent before sending marketing texts
• Honor all STOP/opt-out requests immediately
• Not text before 8am or after 9pm local time
• Maintain records of consent for at least 4 years
• Include opt-out instructions in every message
• Not use auto-dialers without proper consent

Penalty: TCPA violations can result in fines of $500-$1,500 per message or call.

7.2 CAN-SPAM Compliance

For email marketing, you must:

• Include accurate sender information
• Use truthful subject lines
• Identify messages as advertisements
• Include your physical postal address
• Provide clear opt-out mechanism
• Honor opt-outs within 10 business days

Penalty: CAN-SPAM violations can result in fines up to $51,744 per email.

7.3 HIPAA Compliance (For Healthcare Clients)

If you handle Protected Health Information (PHI):

• Execute a Business Associate Agreement (BAA) with us
• Use only HIPAA-compliant features and workflows
• Train staff on HIPAA requirements
• Report any breaches immediately
• Maintain appropriate safeguards

7.4 FTC Regulations

You must comply with FTC guidelines regarding:

• Truthfulness in advertising
• Disclosure of material connections
• Substantiation of claims
• Endorsements and testimonials
• Privacy and data security

7.5 State Privacy Laws

Comply with applicable state laws including CCPA/CPRA (California), VCDPA (Virginia), and similar regulations regarding:

• Consumer privacy rights
• Data collection and usage
• Opt-out mechanisms
• Privacy notices and disclosures

7.6 Industry-Specific Regulations

Additional compliance may be required for regulated industries:

• Financial services (FINRA, SEC, banking regulations)
• Healthcare (HIPAA, FDA, state medical boards)
• Legal services (attorney advertising rules)
• Education (FERPA, accreditation requirements)
• Real estate (fair housing laws, licensing requirements)

8. Account Registration & Security

8.1 Account Creation

To use our services, you must:

• Provide accurate, complete, and current information
• Be at least 18 years of age
• Have authority to bind any entity you represent
• Maintain and update your account information

8.2 Account Security

You are responsible for:

• Maintaining confidentiality of your login credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access
• Using strong passwords and enabling multi-factor authentication

8.3 Account Sharing

You may not share your account credentials or allow unauthorized access to your account. Each user should have their own login credentials where multi-user access is available.

9. Payment Terms

9.1 Fees and Billing

You agree to pay all fees associated with your selected service plan. Fees may include:

• Monthly or annual subscription fees
• Setup and onboarding fees
• Usage-based charges (SMS credits, email sends, etc.)
• Additional services or add-ons

9.2 Payment Methods

Payment must be made by credit card, debit card, ACH transfer, or other approved method. You authorize us to charge your payment method for all amounts due.

9.3 Auto-Renewal

Subscriptions automatically renew at the end of each billing period unless canceled. You will be charged at the then-current rate unless otherwise stated.

9.4 Late Payments

Late payments may result in:

• Late fees of 1.5% per month or maximum allowed by law
• Suspension of services until payment is received
• Collection efforts and associated costs
• Account termination

9.5 Refund Policy

Refunds are provided only as specified in your service agreement. Generally:

• Setup fees are non-refundable
• Monthly fees may be prorated for early cancellation (if specified)
• Usage fees (SMS, email sends) are non-refundable
• Custom work and deliverables are non-refundable once completed

9.6 Price Changes

We reserve the right to change pricing with 30 days' notice. Continued use of services after notice constitutes acceptance of new pricing.

10. Termination & Suspension

10.1 Termination by You

You may cancel your services at any time by:

• Providing written notice as specified in your service agreement
• Canceling through your account dashboard (if available)
• Contacting customer support

Cancellation takes effect at the end of the current billing period unless otherwise specified.

10.2 Termination by ACES

We may suspend or terminate your account immediately without notice if:

• You violate these Terms, particularly prohibited activities
• You fail to pay amounts due
• Your account poses security or legal risks
• You engage in fraudulent activity
• You fail to maintain required insurance
• Your use harms our systems, reputation, or other clients
• We receive excessive complaints about your communications
• Legal or regulatory requirements demand it

10.3 Effects of Termination

Upon termination:

• Your access to services will be immediately disabled
• You remain liable for all amounts owed
• You lose access to your account and data (see data retention below)
• All licenses granted to you terminate
• Sections that by their nature should survive will continue to apply

10.4 Data Retrieval

You have 30 days after termination to request export of your data. After 30 days, we may delete your data without further notice. Some data may be retained as required by law or for legitimate business purposes.

11. Disclaimers & Warranties

11.1 Service "As Is"

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

11.2 No Guarantee of Results

We do not guarantee:

• Specific marketing results, leads, or sales
• Email deliverability rates or open rates
• SMS delivery rates or response rates
• Social media engagement or follower growth
• ROI or return on marketing investment
• Uninterrupted or error-free service
• Freedom from viruses or other harmful components

11.3 Third-Party Services

Our services integrate with third-party platforms (email providers, SMS gateways, social media, etc.). We are not responsible for:

• Availability or performance of third-party services
• Changes to third-party APIs or features
• Third-party pricing or terms changes
• Loss of data or functionality due to third-party issues

11.4 Client Responsibility for Content

YOU ARE SOLELY RESPONSIBLE FOR:

• Accuracy and legality of your content and campaigns
• Obtaining necessary permissions and consents
• Compliance with all applicable laws and regulations
• Quality and effectiveness of your marketing
• Backup of your data and content

12. Limitation of Liability

12.1 Exclusion of Damages

IN NO EVENT SHALL ACES MARKETING SYSTEMS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Business interruption
• Loss of goodwill or reputation
• Cost of substitute services
• Regulatory fines or penalties you incur
• Claims by third parties

WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on Liability

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE GREATER OF:

• $1,000; OR
• The amounts paid by you to ACES in the 12 months preceding the claim

12.3 Exceptions

These limitations do not apply to:

• Our gross negligence or willful misconduct
• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Liability that cannot be excluded by law

12.4 Client's Unlimited Liability

IMPORTANT: These liability limitations apply to ACES, not to you. Your liability for:

• Breaches of these Terms
• Infringement of third-party rights
• Violations of laws and regulations
• Your indemnification obligations

...is NOT LIMITED by these Terms. Your insurance requirements in Section 6 help protect both parties but do not cap your liability.

13. Dispute Resolution

13.1 Informal Resolution

Before filing any formal claim, you agree to first contact us at legal@acesmarketingsystems.com to attempt to resolve the dispute informally. We will work in good faith to resolve issues within 30 days.

13.2 Binding Arbitration

If informal resolution fails, any dispute arising from these Terms shall be resolved through binding arbitration rather than in court, except:

• Small claims court matters (under jurisdictional limits)
• Intellectual property disputes
• Injunctive or equitable relief

13.3 Arbitration Rules

Arbitration shall be conducted by:

• American Arbitration Association (AAA) under its Commercial Arbitration Rules
• Location: [Your State/Location]
• One arbitrator mutually agreed upon
• Each party bears their own costs unless otherwise awarded

13.4 Class Action Waiver

YOU AGREE THAT DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY, AND MAY NOT BE BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

13.5 Governing Law

These Terms are governed by the laws of [Your State], without regard to conflict of law principles. Any court proceedings (where not subject to arbitration) shall be in [Your County/State] courts.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any service-specific agreements, constitute the entire agreement between you and ACES and supersede all prior agreements.

14.2 Amendments

We may modify these Terms at any time by posting revised Terms on our website. Material changes will be notified via email or account notice. Continued use after changes constitutes acceptance.

14.3 Severability

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

14.4 Waiver

Failure to enforce any right or provision does not constitute a waiver of such right or provision.

14.5 Assignment

You may not assign or transfer these Terms or your account without our written consent. We may assign our rights and obligations without restriction.

14.6 Force Majeure

We are not liable for delays or failures in performance due to causes beyond our reasonable control, including acts of God, war, terrorism, internet failures, or government actions.

14.7 Notices

Legal notices must be sent to:

ACES Marketing Systems
Attn: Legal Department
[Your Address]
Email: legal@acesmarketingsystems.com

We may provide notices to you via email to your registered email address or through your account dashboard.

14.8 Survival

Provisions that by their nature should survive termination will survive, including: Intellectual Property, Indemnification, Liability Limitations, Dispute Resolution, and Payment Obligations.

15. Contact Information