Terms of Service

Towboss Terms of Service

Towboss LLC, including all of its related applications, sites, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Towboss LLC (“Towboss,” “we,” “us,” or “our”). By using, installing, or accessing the Website or Services, by signing or clicking to accept these terms or any Subscription Document referencing these terms, you agree to be bound by the following terms and conditions (together, these “Terms”, or this “Agreement”). 

If you are using a Towboss Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement. 

This Agreement includes and hereby incorporates by reference any Subscription Document executed between you and Towboss, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Towboss concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 15.6 below.

1. SERVICES.

1.1. Services. Towboss provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “SMS”, payment processing and related services (“Payments”), forms, and office management tools. Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form ("Subscription Document"), which references this Agreement and details the Services ordered from Towboss and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (“Scope of Use”). Client may be provided the option to purchase certain Services as part of a package or bundle offer (each, a “Bundle”), as detailed in the applicable Subscription Document. 

1.2. Alteration of Subscription Document. Any amendments or modifications to any existing Subscription Document must be agreed to in writing by the parties. Towboss has no obligation to perform any Services under any amended Subscription Document until the parties have agreed to the effect of such changes on the applicable Fees.

1.3. Modification of the Services. Towboss reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), or to alter the offering of the Services (including by adding, limiting, or discontinuing certain Bundles) temporarily or permanently. Towboss also reserves the right to replace certain Services and Bundles with functionally equivalent Services or Bundles, at its sole discretion.

2. USE RIGHTS; RESTRICTIONS.

2.1. Use of Services. Subject to all terms of this Agreement, Towboss grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and for the specific physical address location provided to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Document solely for Client’s internal business purposes, but only in accordance with Towboss’s Acceptable Use Policy (“Acceptable Use Policy”), and the applicable Subscription Document. Towboss makes no representation that the Services are appropriate or available for use in locations outside the Territory (“United States”), or that all products or features of the Services are available throughout the Territory. Furthermore, accessing the Services from territories where their content or use is illegal, is prohibited under this Agreement. If Client attempts to access or use the Services outside of the Territory, Client does so at its own initiative and is responsible for compliance with all Laws and any costs associated with access or use outside the Territory. You may not use or export the Services in violation of U.S. export laws and regulations.

2.2. Account Registration. Client must register for a Towboss account in order to access or receive the Services. Account information must be accurate, current, and complete. Client agrees to keep its account information up to date so that Towboss may send notices, statements, and other information by email or through Client’s account. Client is solely responsible for all use of its Services account(s). Towboss will not be liable for any loss or damage arising from unauthorized use of Client’s account(s).

2.3. Eligibility and Use by Others. By agreeing to these Terms, Client warrants that it and its employees, agents, contractors, and any other users (including but not limited to Third-Party Providers) whom Client has authorized to access the Services on its behalf (“Authorized Users”): (a) are over 18 years old; (b) have not previously been suspended or removed from the Services; and (c) will comply with all Laws when using the Services. Client may permit its Authorized Users to use the Services provided their use is for Client’s benefit only and remains in compliance with this Agreement. Authorized Users are and will be subject to the applicable terms and conditions of this Agreement.

2.4. Responsibility for Authorized Users. Client will be responsible and liable for all Authorized Users’ use and access and their compliance with this Agreement. Client will be solely responsible for authorizing user IDs, passwords, and other access credentials for Authorized Users. Client is solely responsible for determining its Authorized Users and restricting and/or terminating the rights of such users during the Subscription Term, as Client deems appropriate. Provided, however, Towboss may, in its sole discretion, suspend any Authorized User’s access to the Services, as set forth in Section 7.2 below. Client is solely responsible for ensuring that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and not shared with any unauthorized person. Additionally, Client is solely responsible for complying, and ensuring its Authorized Users comply, with all Laws applicable to Client. Client will be solely responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords, or access credentials and must ensure that each Authorized User has a separate and distinct user account (with separate and distinct access credentials) that is not shared with any other user(s). Client must notify Towboss within twenty-four (24) hours of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards any applicable Scope of Use restrictions.

2.5. General Restrictions. Client must not (and must not allow any third party to): (a) rent, lease, copy, transfer, sublicense, or provide access to the Towboss Technology (as defined below) to a third party (except Authorized Users as specifically authorized above); (b) incorporate the Towboss Technology (or any portion thereof) into, or use it with or to provide, any site, product, or service, except as otherwise expressly authorized by Towboss in writing; (c) use the Towboss Technology (or any portion thereof) for timesharing purposes or for a third party’s benefit; (d) publicly disseminate information regarding the performance of the Towboss Technology (which is deemed Towboss’s Confidential Information); (e) modify or create a derivative work of the Towboss Technology or any portion thereof or access the services with the intent to copy or create a competitive or derivative product/service; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Towboss Technology or Services, except to the extent expressly permitted by applicable Law and then only upon advance notice to Towboss; (g) break or circumvent any security measures or rate limits for Services; (h) distribute any portion of the Towboss Technology other than as specifically permitted above; (i) use the Services in violation of the Acceptable Use Policy; or (j) remove or obscure any proprietary or other notices contained in the Towboss Technology including in any reports or output obtained from the Towboss Technology.

2.6. Beta Releases and Free Access Subscriptions. Subject to Client’s compliance with the terms of this Agreement, Towboss may provide Client with certain Services for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early stage Services, integrations, or features (“Beta Release(s)”) for the Subscription Term set forth in the applicable Subscription Document (if applicable). This Section 2.6 will apply to any Free Access Subscription or Beta Release (even if a Beta Release is provided for a fee or counts towards Client’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. For the avoidance of doubt, Section 5 (Availability of Services; Support) will not apply to any Free Access Subscription or Beta Release; though Towboss may use good faith efforts, in its discretion, to assist Client with Free Access Subscriptions or Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, CLIENT AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT FREE ACCESS SUBSCRIPTIONS AND BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH TOWBOSS WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS AT CLIENT’S SOLE RISK. You may choose to use Free Access Subscriptions and Beta Releases at your sole discretion. Towboss makes no guarantees or promises with respect to the continued availability of any Free Access Subscriptions or Beta Releases or that future versions of a Free Access Subscription or Beta Release will be released or will be available under the same commercial or other terms. Towboss may discontinue Free Access Subscriptions or Beta Releases at any time, in our sole discretion, and decide not to make them generally available. Notwithstanding anything to the contrary herein, Towboss may terminate Client’s right to use any Free Access Subscription or Beta Release at any time and with reasonable notice for any reason or no reason in Towboss’s sole discretion, without liability.

2.7. AI Services. Towboss offers certain Services that use artificial intelligence (“AI Services”). Your use of the AI Services may result in outputs (for example, automated Webchat responses, automated SMS responses, automated review responses, automated written responses) that are not accurate, complete, or suitable. It is your responsibility to evaluate whether outputs from the AI Services are appropriate for your use case. This includes determining when human review or intervention is necessary to ensure the accuracy and appropriateness of such outputs. You are responsible for disclosing your use of AI Services to your customers in accordance with applicable laws and regulations. This includes, but is not limited to, informing customers that responses or communications may be AI-generated when required by law. AI Services are provided “as is” and without warranties of any kind, whether express, implied, or statutory. Towboss disclaims any warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. Without limiting any other provision in this Agreement, Towboss is not responsible for: Any inaccuracies, errors, or omissions in AI-generated outputs; Any decisions or actions taken based on AI-generated outputs; Any damages, losses, or claims resulting from your reliance on the AI Services. By using the AI Services, you agree to indemnify and hold harmless Towboss, its affiliates, officers, employees, and agents from any claims, damages, losses, or liabilities arising out of your use or misuse of the AI Services, as well as any failure to comply with applicable laws (including disclosure requirements related to AI use).

3. CLIENT DATA.

3.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services(including without limitation, chat and message logs, Customer Data, forms, or any Third-Party Content) (“Client Data”). “Customer Data” means data related to the identity, characteristics, and activities of Customers, collected or submitted to the Services byClient or captured by the Services. “Third-Party Content” means content, data, or other materials that Client provides to the Towboss Services from its third-party data providers, including through Third-Party Products (as defined below) used by Client. Client hereby grants Towboss a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data as necessary to provide the Services and related services to Client and as otherwise provided herein and in Towboss's Privacy Policy (the "Privacy Policy"), and hereby instructs Towboss to do the same. Client further instructs Towboss to use and disclose Customer Data as necessary to provide the Services consistent with this Agreement and as otherwise set forth in the Privacy Policy.

3.2. Monitoring. Client understands and agrees that Towboss may monitor and analyze Client Data or Customer Data (including but not limited to reviews, surveys, messages, chats, etc.) to improve the Website or Services; to improve Client’s experience using theWebsite or Services; to customize and communicate informational or product offerings and promotions to Client; to ensure compliance with the Acceptable Use Policy (including taking corrective action permitted therein); and/or to make the Website orServices more helpful or useful to Client and other users. This may include use of technologies (such as cookie, pixel, or other tracking technologies) that maintain records of browsing sessions and other activities on the Website and Services. Client also understands that any third-party platform(s) or Third-Party Provider(s) Client elects to use or access in conjunction with the Services may also monitor and analyze the Client Data and/or Customer Data Client uses or accesses in connection with such third-party platforms, to customize and communicate information or product offerings and promotions to Client; to ensure compliance with applicable terms of use; and to make such third-party platform(s) more helpful or useful to Client and other users.

3.3. Storage. Towboss does not provide an archiving service. During the Subscription Term, Client acknowledges that Towboss may delete Client Data. Additionally, Client understands and agrees that following termination, Towboss may delete all Client Data in its possession.

4. CLIENT OBLIGATIONS.

4.1. Warranty. Client warrants and represents that it will use the Services in full compliance with all Laws and terms of this Agreement, including the Acceptable Use Policy, and that it will not use the Services in a manner that would cause Towboss to violate any obligation with respect to any such Laws. Client also warrants and represents that: (a) Client has sole ownership of any Client Data it provides to Towboss, or otherwise has legal rights to provide such Client Data, and Client Data will not violate third party rights, including intellectual property, privacy, and publicity rights; (b) Towboss’s possession and/or use of the Client Data on Client’s behalf in connection with the Services, as contemplated hereunder, will not violate any contract, statute, regulation, or other third-party rights; (c) any Client Data Client and/or Client’s authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, and will only concern Client or the goods and/or services that Client provides; (d) Client is authorized to provide Towboss with any Customer, Client, or Authorized User information it provides in connection with the Services, including any personally identifying information; and (e) Client and/or Client’s Authorized User(s) will only use the Services for interaction with actual Customers. If Client receives any take-down requests or infringement notices related to Client Data or its use of Third-Party Products, it will promptly stop using these items with the Services and notify Towboss immediately. Additionally, if an integration is included in the Services Client orders, Client grants Towboss the right to access Client’s Data or Client’s CRM system directly or through a third-party service for the purposes of fulfilling Towboss’s obligations under this Agreement, and Client warrants that Client is not restricted by law or applicable agreement from granting Towboss such right.

4.2. Customer Consent; Intended Use of the Services. Client understands and agrees that the Services are intended to allow Client to communicate electronically only with Client’s own current Customers who have consented to the receipt of such communications and are provided with all necessary notices in accordance with applicable Laws. Accordingly, Client will for the duration of the Subscription Term: (a) provide all required disclosures to Customers and obtain all required consents and/or authorizations from Customers, based on applicable Laws, prior to utilizing the Services; (b) obtain all necessary rights, releases, and consents to allow Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Towboss the rights herein; and (c) use the Services to make or send communication only in compliance with all Laws, the terms of this Agreement (including the Acceptable Use Policy) and industry-specific best practices, including but not limited to Do Not Call rules and prohibitions. Client also understands and agrees that the Services are intended primarily to be used for transactional and/or informational communications. Client agrees and acknowledges that Client is solely responsible for its compliance with applicable Laws and the Acceptable Use Policy and must not rely on the Services for any such compliance. Use of the Services does not guarantee compliance with Laws or the Acceptable Use Policy, and Towboss expressly disclaims any liability for Client’s non-compliance. Towboss reserves the right to suspend or terminate Client’s access to the Services or specific feature(s) of the Services if Towboss believes, in its sole discretion, that Client has violated this Section 4.

5. AVAILABILITY OF SERVICES; SUPPORT.

5.1. Availability. Subject to the terms of this Agreement and any scheduled maintenance and unavailability caused by: (a) actions or omissions of Client; (b) failures, errors, or defects in the facilities, hardware, software, or network of Client; or (c) circumstances that constitute a force majeure event or that are beyond Towboss’s reasonable control, the Services will be available for access via the Website 99.0% of the time during of the applicable Subscription Term. Client’s sole remedy and Towboss’s sole liability for failure to meet the aforementioned availability will be support in accordance with Section 5.2.

5.2. Support. Towboss makes available via web-based support. Additional support services may be available to Client subject to payment of applicable fees (if any), as specified in any applicable Subscription Document. Any support services are subject to this Agreement and Towboss’s applicable support policies, if any. Client is primarily responsible for its own account setup and onboarding. Towboss may also provide onboarding, deployment, and other services under this Agreement, including via Third-Party Providers or subcontractors. If applicable, the scope, pricing, and other terms for these additional services will be set forth in the applicable Subscription Document. Towboss’s ability to deliver the Services will depend on Client’s reasonable and timely cooperation and the accuracy and completeness of any information from Client needed to deliver the Services. 

6. FEES AND PAYMENT.

6.1. Fees. Unless otherwise specified on Client's Subscription Document, the Services are provided on an ongoing, per license subscription-basis, including automatically recurring payments for periodic charges, according to the terms and conditions of the Subscription Document (“Subscription”). Client agrees to pay to Towboss the fees for the Subscription to the Services or any Bundle (“Subscription Fees”) and any additional fees (if applicable), all as set forth in the applicable Subscription Document (collectively, the “Fees”).

6.2. Payment of Fees. Unless otherwise specified in the applicable Subscription Document, all Subscription Fees will be paid annually in advance (though overage fees, if any, may be charged in arrears), and all references to currency set forth herein will mean U.S. dollars, with all payments hereunder to be made in U.S. dollars. Subscription Fees are non-refundable and non-creditable. If the payment method selected on Client's Subscription Document is credit/debit card or ACH, Client acknowledges and authorizes Towboss to charge Fees and other amounts automatically, on an auto-renew basis on your Subscription Start Date for each subsequent Subscription Term. For the avoidance of doubt, all additional Subscription Fees for additional Services accessed by Client will be billed on the “Start Date” and on an auto-renew basis on Client’s existing Subscription Start Date. The Subscription will continue unless and until you or Towboss terminate your Subscription in accordance with Section 7. You must cancel your Subscription before it renews in order to avoid billing the next periodic Subscription Fees to your account. If Client elects to pay by credit card or ACH, then you are responsible for ensuring that your account has a sufficient positive balance to cover all Fees when due. Should Towboss be unable to process/receive the Fees when due and owing, payment shall be considered overdue. Towboss will have the right to charge interest on all overdue amounts equal to the maximum amounts allowed by applicable Law. Additionally, after payment becomes overdue, Towboss will have the right to immediately suspend Client’s access to the Services and/or seek to enforce Client’s payment obligations, including through the use of third-party services. If Towboss sends Client’s account for collection and/or initiates legal action to collect overdue amounts, Towboss may seek to recover all costs and expenses of such action, including reasonable legal or attorney's fees, court costs, and expenses.

6.3. Taxes and Other Governmental or Regulatory Fees. Towboss’s Fees are exclusive of all taxes, regulatory fees, or levies and Client must pay any applicable taxes regulatory fees.

6.4. Industry Fees and Surcharges. Your use of the Services may also be subject to certain industry-related fees or surcharges (such as fees imposed by telecommunications carriers or other over the top communications providers (for example, 10DLC related fees)) (collectively, “Industry Fees”). Industry Fees may also include cost recovery fees representing a reasonable recovery of the charges, fees, and administrative expenses imposed on Towboss and associated with the provision of the Services to you and your use of the Services. Towboss’s Fees are exclusive of any such Industry Fees, and you may be required to pay any such Industry Fees related to your use of the Services. Industry Fees may change at any time.

6.5. Fee Increase. Towboss reserves the right to determine the applicable Fees for any Service(s). If any Fees (other than Taxes, Industry Fees, or governmental/regulatory fees, which may change at any time) are specified on your Subscription Document, Towboss may increase Fees applicable to you upon forty-five (45) days’ prior written notice, effective on the start date of your subsequent Subscription Term (if Client has not elected to opt out of the automatic renewal or renegotiate the Fees). Additionally, notwithstanding the foregoing, Towboss may adjust the Payments Services Fees as set forth in the Payments Service Terms. Towboss may also, from time to time and in its sole discretion, make promotional offers or different Fees available to its clients or other users. Such promotional offers will not apply to you or this Agreement unless specified in writing in your Subscription Document. 

6.6 Usage. Subscription Fees include $10/month towards the usage of SMS, phone, and email charges. This fixed $10 amount is allocated per month and does not accrue or roll-over. The cost per usage is ever-changing due carrier and usage factors outside of our control, as an approximate cost is: Email ($0.001/email), Making calls ($0.0168/minute), Receiving calls ($0.0102/min), Text Segment ($0.0095/segment). Carrier fees may apply. A text segment is approximately 160 characters. Keep in mind that emojis and other picture content is not representative of one character and adding these to messages may increase the amount of segments used. If your message includes more than 160 characters, it will be 2 segments; more than 320 characters will be 3 segments, and so on.

7. TERM AND TERMINATION

7.1 Term. This Agreement is effective until the Subscription is terminated as expressly permitted herein. Unless otherwise stated in Client’s Subscription Document, the initial term for any Subscription to the Services is twelve (12) months and will automatically renew for subsequent periods of equal duration (the “Subscription Term”), unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then current Subscription Term in order to avoid charge for the next Subscription Term. 

For the purposes of providing notice of non-renewal as described in this section, notice will be required not less than thirty (30) days prior to renewal in the case of annual term subscriptions, regardless whether billing frequency is annually or monthly. Month-to-month billing frequency without annual (12 month) term subscriptions will be auto-deducted from the card on file each month, and will continue unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. No refund will be given for partial months. Monthly subscriptions terminated will not be re-offered at a discounted rate; re-subscription will be at the current prevailing rate. Client may give notice of non-renewal by sending an email to [email protected]. 

By agreeing to any Subscription Document, Client is agreeing to pay applicable fees for the entire Subscription Term and for payment to be auto-deducted. Client cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 7.1 (Term) or Section 7.3 (Termination for Cause). Unless Client’s Subscription Document expressly states otherwise, any additional Services purchased during Client’s Subscription Term will be coterminous with Client’s most recent Towboss platform Subscription Term.

7.2. Suspension of Services. Towboss may suspend Client’s (or any Authorized User’s, as applicable) access to the Services if: (a) Client’s account is overdue, or (b) Client has exceeded its Scope of Use limits. Towboss may also suspend Client’s (or any Authorized User’s, as applicable) access to the Services, remove Client Data, or disable Third-Party Products if it determines that: (i) Client has breached Sections 2 (Use Rights; Restrictions) or 4 (Client Obligations); or (ii) suspension is necessary to prevent harm or liability to other clients of Towboss or third parties or to preserve the security, stability, availability, or integrity of the Services. (iii) or for any other reason Towboss sees fit. Towboss will have no liability for taking action as permitted above. For avoidance of doubt, Client will remain responsible for payment of Fees during any suspension period other than for any suspension that: (a) is not due to the fault of the Client, and (b) lasts longer than five (5) days. Unless this Agreement has been terminated, Towboss will cooperate with Client to restore access to the Services once it verifies that Client has resolved the condition requiring suspension.

7.3. Termination for Cause. Either party may terminate this Agreement, including any related Subscription Document. If Client terminates during the Subscription Term for any reason, Client will be responsible for the Fees due for the entire Subscription Term. Towboss may also terminate this Agreement or any related Subscription Document immediately if Client breaches Sections 2 (Use Rights; Restrictions) or 4 (Client Obligations), or for violations of any other Sections of this Agreement.

7.4. Effect of Termination. Upon any expiration or termination of this Agreement or any Subscription Document: (a) Client’s license rights will terminate and it must immediately cease use of the Services (including any related Towboss Technology) and delete (or, at Towboss’s request, return) any and all copies of any Towboss documentation, scripts, passwords or access codes, and any other Towboss Confidential Information in Client’s possession, custody, or control; and (b) Client’s right to access any Client Data in the applicable Services will cease. Towboss may delete any such data in its possession at any time. Any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Client and non-refundable if already pre-paid. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.

7.5. Survival. The following Sections survive any expiration or termination of this Agreement: 2 (Use Rights; Restrictions); 3 (Client Data); 6 (Fees and Payment); 7 (Term and Termination); 8 (Confidential Information); 9 (Towboss Technology); 10 (Third-Party Providers and Third-Party Products); 11 (Indemnification); 12 (Disclaimers); 13 (Limitations of Liability); 14 (Dispute Resolution); and 15 (General).

8. CONFIDENTIAL INFORMATION.

8.1. Obligation of Confidentiality. Except as otherwise expressly permitted in this Agreement, each party (as the receiving party) must: (a) hold in confidence and not disclose the other party’s Confidential Information to third parties; and (b) use the other party’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents, contractors, subcontractors, or Authorized Users having a legitimate need to know (which, for Towboss, includes the subcontractors referenced in Section 15.4), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 8 and these recipients are bound to confidentiality obligations no less protective than this Section.

8.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was known by the receiving party prior to receipt of the Confidential Information; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law, subpoenas, or court orders, provided it uses commercially reasonable efforts to notify the other party (where permitted to do so) and cooperates in any effort by the other party to obtain confidential treatment for the information.

8.3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, Towboss is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.

9. TOWBOSS TECHNOLOGY.

9.1. Ownership and Updates. By accepting this Agreement, Client acknowledges that it is obtaining only a limited right to use the Services and irrespective of any use of the words “purchase”, “sale”, or similar terms, no ownership rights are transferred to Client under this Agreement and, except as expressly permitted by such limited right, Client may not make any use of Towboss Technology. Client agrees that Towboss (or its suppliers) exclusively retains all rights, title, and interest (including all intellectual property rights) in and to all Services, products, any and all related documentation, software, technology, code, know-how, logos, trademarks, service marks, and templates, snapshot, including in any reports or output obtained from the Services, anything delivered as part of support, materials or other services, and any updates, modifications, or derivative works of any of the foregoing, including as may incorporate any Suggestions (as defined below) provided by Towboss (collectively, "Towboss Technology") (which is deemed Towboss’s Confidential Information) and reserves any licenses not specifically granted herein. Furthermore, Towboss exclusively owns and reserves all right, title, and interest in and to Towboss’s Confidential Information and any data, in anonymized or aggregated form that does not identify you, any end users, or any natural person, generated or derived from the use or operation of the Services, including volumes, frequencies, bounce rates, and performance results for the Services. The Services are offered as an online, hosted product. Accordingly, Client acknowledges and agrees that it has no right to obtain a copy of the software behind any Services and that Towboss at its option may make updates, bug fixes, modifications, or improvements to the Services from time-to-time.

9.2. Suggestions. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to Towboss (collectively, “Suggestions”), Client hereby grants Towboss a worldwide, perpetual, non-revocable, sub-licensable, royalty-free right, and license to use, copy, disclose, license, distribute, and exploit any such Suggestions in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits Towboss’s right to independently use, develop, evaluate, or market products, whether incorporating Suggestions or otherwise.

10. THIRD-PARTY PROVIDERS AND THIRD-PARTY PRODUCTS. 

Towboss may, from time to time, contract with a third party to facilitate certain features of the Services, including as described in Section 15.4 of this Agreement. Towboss may also allow or facilitate Client to make arrangements with other third-party providers that provide products or services in connection with, but which are not included in, the Services as defined in this Agreement (“Third-Party Provider(s)”). If Client elects to use any Third-Party Provider(s) or any applications, integrations, add-ons, software, code, online services, systems, and other products that are not Towboss Technology (“Third-Party Products”) in connection with the Services, such Third-Party Provider(s) or Third-Party Products may make Third-Party Content available to Client and may access Client’s instance of the Services, including Client Data. Client agrees and acknowledges that use of such Third-Party Provider(s) or Third-Party Products may require Client to enter into separate terms and conditions with such third-party. Unless Towboss expressly agrees otherwise in a signed writing, Towboss (a) is not a party to any such terms; (b) will not be liable thereunder; (c) does not warrant or support Third-Party Providers, Third-Party Products; or Third-Party Content; and (d) disclaims all responsibility and liability for Third-Party Providers and their access to the Services, including their modification, deletion, disclosure, or collection of Client Data. Towboss is not responsible in any way for Client Data once it is transmitted, copied, or removed from the Services. Unless Towboss expressly states otherwise in signed writing, Third-Party Providers are not “subcontractors'' under this Agreement, and Towboss disclaims all responsibility and liability for the actions or omissions of any Third-Party Providers, including but not limited to Developers.

11. INDEMNIFICATION.

Client will indemnify and hold harmless Towboss and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “Towboss Entities”) from and against any third-party claims and related costs, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from or pertaining to: (a) your unauthorized use of, or misuse of, the Services, including but not limited to the Marketplace and API, as applicable; (b) your violation of, or any claim that you have violated, any applicable Law or third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (c) any dispute or issue between you and any third party (including but not limited to your Customers, any Developer Partners, and any Third-Party Providers); (d) any demand, dispute, or issue (including without limitation fee disputes) between you and any Payment Service Provider(s); (e) any Client Data; (f) Towboss’s use, as contemplated in this Agreement, of any information provided to Towboss by you or your Customers; (g) breach or alleged breach of this Agreement, including Client’s warranties and obligations; (h) AI and AI-related use. 

Client also agrees to defend the Towboss Entities against these claims at Towboss’s request, but Towboss may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. In the event Towboss assumes exclusive defense of such claims, Client agrees to cooperate with our defense of any such claims. Client may not settle any claim without Towboss’s prior written consent if the settlement does not fully release Towboss from liability or would require Towboss to admit fault, pay any amounts, or take or refrain from taking any action.

12. DISCLAIMERS.

EXCEPT AS PROVIDED EXPRESSLY HEREIN, ALL TOWBOSS TECHNOLOGY AND RELATED SERVICES, MATERIALS, AND CONTENT AVAILABLE THROUGH THE TOWBOSS TECHNOLOGY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER TOWBOSS NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. TOWBOSS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT TOWBOSS TECHNOLOGY WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT TOWBOSS TECHNOLOGY WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, AND TOWBOSS DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. TOWBOSS WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CLIENT PROPERTIES, THIRD-PARTY PROVIDERS, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-TOWBOSS SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE, AND DISCLOSURE OF CLIENT DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CLIENT BASED UPON TOWBOSS TECHNOLOGY OR TOWBOSS’S RELATED SERVICES (INCLUDING CHANGES TO CLIENT PROPERTIES). THE DISCLAIMERS IN THIS SECTION 12 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR TOWBOSS ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE TOWBOSS ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. TOWBOSS DOES NOT PROVIDE ITS CLIENTS WITH LEGAL OR FINANCIAL ADVICE OR COMPLIANCE WITH RELEVANT LAW IN ANY JURISDICTION, AND ANY STATEMENTS MADE BY TOWBOSS TO ITS CLIENT(S) DO NOT CONSTITUTE LEGAL OR FINANCIAL ADVICE. USE OF THE SERVICES DOES NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAWS IN ANY JURISDICTION.

13. LIMITATIONS OF LIABILITY.

TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL TOWBOSS OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL TOWBOSS’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CLIENT TO TOWBOSS FOR THE APPLICABLE SERVICE(S) OR RELATED SERVICE(S) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, TOWBOSS’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50.00 US). NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 13 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS ARE FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 13 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 13 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY TOWBOSS TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 13 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. DISPUTE RESOLUTION.

14.1 Governing Law. This Agreement shall be governed by and be subject to the exclusive jurisdiction of the courts located in Bristol County, Massachusetts. Any breach of any provisions of this Agreement shall be deemed to be a breach occurring in the Commonwealth of Massachusetts by virtue of a failure to perform an act required to be performed in the Commonwealth of Massachusetts, and the parties irrevocably and expressly agree to submit to the jurisdiction of the courts located in Bristol County, Massachusetts for the purpose of resolving any disputes among them relating to this Agreement or the transactions contemplated by this Agreement and waive any objections on the grounds of forum non-conveniens or otherwise. 

14.2 Negotiation. In the event of a dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through good-faith negotiation.

15. GENERAL.

15.1 Notices. Any notice or communication to Towboss under this Agreement must be in writing. Each party hereby consents to receipt of electronic notices and agrees that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Towboss is not responsible for any automatic filtering Client or its network provider may apply to email notifications.

15.2 Publicity. Unless otherwise specified in the applicable Subscription Document, Towboss may use Client’s name, logo, and marks to identify Client as a Towboss Client on Towboss’s website, any website owned by Towboss, and any other marketing materials.

15.3 Towboss Communication with Client. You agree that Towboss may send you emails and text messages (SMS), including transactional, operational, and marketing messages, possibly using automated technology, to the email or phone number you provide to Towboss. You are able to opt into SMS messaging with Towboss by selecting a check box that acknowledges you will be opting in to receive SMS messaging with Towboss. You can opt-out of the SMS service at any time. Simply text "STOP". Upon sending "STOP," we will confirm your unsubscribe status via SMS. Following this confirmation, you will no longer receive SMS messages from us. To rejoin, sign up as you did initially, and we will resume sending SMS messages to you. If you experience issues with the messaging program, reply with the keyword HELP for more assistance, or reach out directly to [email protected]. Message and/or data rates may apply to such messages. To unsubscribe from email, simply click the "unsubscribe" button at the bottom of the email. You will keep your contact information up to date and will notify Towboss immediately in the event that your contact information changes.

15.4 Subcontractors. Towboss may use subcontractors and permit them to exercise the rights granted to Towboss in order to provide the Services and related services under this Agreement. Towboss will not be required to obtain Client’s consent or provide notice of such subcontracting or delegation.

15.5. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, disruption in transportation systems, disruption of labor force, national or state emergency, epidemic, pandemic, communicable disease outbreak, failure or reduction of power or telecommunications or data networks or services, or government act or order.

15.6 Amendments; Waivers. Towboss may update or modify these Terms (including any referenced policies and other documents) from time to time by posting a revised version on the Website or Services or by notification via the email associated with your account. Modifications will become effective upon posting or notification, and continued use of the Services or Website, following the update, will constitute acceptance of the updated Terms. If Client does not agree to the updated Terms, Client will no longer have the right to use the Services, except where applicable Law requires different treatment. No waiver will be implied from conduct or failure to enforce or exercise rights or delay in exercising any right under this Agreement. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.

15.7. Headings. The headings used in this Agreement are for ease of reference only. They are not intended as a complete restatement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.

15.8. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect, and all other provisions remain in full effect.

15.9. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Client acknowledges that each Subscription only permits use by and for the legal entity or entities identified in the Subscription Document and not any affiliates. 

15.10. Entire Agreement. This Agreement, including these Terms and any applicable Subscription Document, represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Towboss Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted. Any terms provided by Client (including as part of any purchase order or other business form used by Client) are for administrative purposes only and have no legal effect.

15.11. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.

Effective: January 28, 2025