Terms of Service

Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between Palmetto Digital Ventures LLC, a South Carolina limited liability company doing business as PromoPilot AI ("Company," "we," "us," or "our"), and the individual or business entity ("Client," "you," or "your") accessing or using our Services.

By accessing our website at promopilotai.com, submitting an inquiry, signing a service agreement, or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are entering into these Terms on behalf of a business entity, you represent and warrant that you have the legal authority to bind that entity to these Terms.

We reserve the right to modify these Terms at any time. Material changes will be communicated to active Clients via email. Your continued use of our Services following any modification constitutes your acceptance of the updated Terms.

Services Description

PromoPilot AI provides AI-powered business communication services to businesses operating primarily in South Carolina and the surrounding region. Our current service offerings include:

2.1 Missed Call Text-Back (MCTB)

An automated service that detects missed calls to a Client's designated business phone number and sends a personalized text message response to the caller within a targeted response window. The MCTB service includes a two-way AI-assisted text conversation designed to capture caller information, qualify leads, and deliver lead notifications to the Client.

2.2 AI Voice Agent (AIVA)

A live call answering service powered by artificial intelligence that answers inbound calls on behalf of the Client, conducts natural language conversations with callers, answers questions based on a Client-provided knowledge base, qualifies callers, and facilitates appointment scheduling. The AIVA service includes call transcripts and AI-generated summaries delivered to the Client following each call interaction.

2.3 Done-For-You Setup

All Services are delivered on a done-for-you basis. The Company handles all technical configuration, including A2P 10DLC brand and campaign registration, phone number provisioning, AI training, workflow configuration, and compliance website creation. Clients are not required to perform technical setup tasks.

2.4 Service Availability

We strive to maintain high availability of our Services but do not guarantee uninterrupted or error-free operation. Service availability is subject to factors outside our control, including carrier network performance, third-party platform availability, and regulatory requirements. Scheduled maintenance will be communicated to active Clients in advance where reasonably practicable.

2.5 Service Evolution

We reserve the right to modify, enhance, or discontinue any feature of our Services at any time. We will provide reasonable notice to active Clients of any material changes that affect their contracted service capabilities.

Account Registration & Client Responsibilities

3.1 Accurate Information

Clients must provide accurate, current, and complete information during onboarding and maintain the accuracy of that information throughout the service relationship. This includes legal business name, EIN, physical address, authorized contact information, and any information required for A2P 10DLC compliance registration.

Providing false, inaccurate, or misleading information — including for the purpose of A2P registration — is a material breach of these Terms and may expose the Client to liability under federal telecommunications regulations.

3.2 Account Security

Clients are responsible for maintaining the confidentiality of any account credentials, dashboard access, and login information provided in connection with our Services. You agree to notify us immediately at [email protected] if you suspect any unauthorized access to your account.

3.3 Client Responsibilities for End User Communications

Clients are solely responsible for:

• Ensuring they have all legally required rights, permissions, and consents to use our Services to communicate with their customers and callers ("End Users");
• Compliance with all applicable laws governing their business communications, including the TCPA, CAN-SPAM Act, and applicable state laws;
• The accuracy and appropriateness of any business information, FAQs, or other content provided to us for AI training purposes;
• Ensuring End Users are made aware of and have consented to AI-assisted communications and call recording where required by applicable law;
• Maintaining appropriate notices and disclosures on their own website, marketing materials, and customer-facing communications regarding the use of AI communication tools.

3.4 Cooperation

Clients agree to cooperate reasonably with the Company in connection with the setup, configuration, and ongoing delivery of Services, including providing required onboarding information, reviewing and approving AI response scripts, and notifying us promptly of any material changes to their business that may affect the Services.

Fees, Payment & Cancellation

4.1 Service Fees

Service fees are as agreed in the Client's service agreement or as displayed on our pricing page at the time of enrollment. All fees are stated in U.S. dollars. We reserve the right to modify our pricing with reasonable advance notice to active Clients.

4.2 Setup Fee

A one-time setup and compliance fee is charged at the commencement of service. This fee covers A2P 10DLC brand and campaign registration, compliance website build, phone number provisioning, AI configuration, and done-for-you onboarding. The setup fee is non-refundable once work has commenced, regardless of whether the Client proceeds to the active service phase.

4.3 Monthly Subscription

Monthly service fees are billed in advance on a recurring basis beginning on the Client's confirmed go-live date — the date on which A2P carrier approval is received and the Service is activated. The Company does not bill monthly fees during the A2P registration and setup period prior to go-live.

4.4 Additional Usage Charges

SMS message usage and, for AIVA clients, per-minute voice usage charges are billed at actual carrier cost and are invoiced separately from the monthly service fee. These charges reflect pass-through costs and are not subject to markup beyond reasonable administrative handling.

4.5 Payment Terms

Payment is due upon invoice. Accounts more than 15 days past due may result in suspension of Services. Accounts more than 30 days past due may result in termination of Services and referral to collections. The Company reserves the right to charge interest on overdue amounts at the maximum rate permitted by South Carolina law.

4.6 Cancellation

Either party may cancel the service relationship with 30 days written notice delivered to the other party via email. Written notice from the Client must be sent to [email protected]. The Client remains responsible for all fees accrued through the end of the 30-day notice period.

4.7 Refund Policy

Monthly subscription fees are non-refundable except in cases of demonstrable Company error or material service failure. Setup fees are non-refundable once work has commenced. Disputes regarding billing must be raised within 30 days of the invoice date.

4.8 Taxes

Client is responsible for all applicable taxes, duties, or levies imposed on the Services by any governmental authority, excluding taxes on the Company's net income.

A2P 10DLC & SMS Compliance

5.0 SMS Program Overview

About Our SMS Program: The Company's SMS Service ("SMS Program") sends transactional and promotional text messages to subscribers who have opted in via our website form, our Clients' lead capture forms, or in response to a missed business call (Missed Call Text-Back). Each message clearly identifies the sender by business name.

How to Opt Out: To opt out, simply reply STOP to any message at any time. Reply STOP to stop messages and reply HELP for assistance. Senders honor all STOP requests immediately. Subscribers can text STOP to opt out — no other action is required.

Message Frequency: Message frequency varies based on subscriber activity and the type of program enrolled. Typical frequency ranges from 1 to 10 messages per month per subscriber.

Message and Data Rates: Message and data rates may apply. Standard messaging rates from the subscriber's mobile carrier apply to all messages sent and received. The Company is not responsible for any carrier fees incurred by subscribers.

Carrier Liability: Carriers are not liable for delayed or undelivered messages. Message delivery is not guaranteed and depends on the subscriber's mobile carrier and network conditions.

Age Restriction: Subscribers must be 18 years of age or older to opt in to the SMS Program. Subscribers represent that they are 18+ and have the legal authority to opt in to receive messages on the phone number provided. Individuals under 18 years of age may not opt in to or use the SMS Program.

Privacy: Use of the SMS Program is also governed by our Privacy Policy, which describes how we collect, use, and protect personal information including SMS opt-in data.

5.1 A2P Registration

The Company will register a dedicated A2P 10DLC brand and campaign with U.S. telecommunications carriers on the Client's behalf using the Client's verified business information. The Client acknowledges that:

• A2P registration is filed using the Client's legal business name and EIN and constitutes a representation to federal carriers about the Client's business and intended messaging use;
• Providing false or inaccurate information for A2P registration is prohibited and may result in campaign rejection, carrier penalties, or legal liability;
• A2P approval timelines are determined by the carriers and TCR (The Campaign Registry) and are outside the Company's control. Typical approval times are 2–3 weeks but may vary;
• The Company's monthly billing commences on go-live, not on signup date, specifically to account for the A2P approval period.

5.2 Client SMS Compliance Obligations

The Client is solely responsible for ensuring that all SMS communications sent through our Services to their End Users comply with the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, CTIA messaging guidelines, and all applicable state and federal laws. Specifically, the Client represents and warrants that:

• The Client has a legitimate business relationship with, or has obtained prior express written consent from, each End User who receives a text message through our Services;
• The Client will honor all STOP requests and opt-outs promptly;
• The Client will not use our Services to send spam, unsolicited commercial messages, or messages that violate any applicable law;
• The Client understands that the Company's A2P registration covers the Company's platform use and does not constitute legal advice or a guarantee of TCPA compliance for the Client's specific communications.

5.3 Carrier Policy Compliance

The Client agrees to use our Services in compliance with all carrier acceptable use policies. The Company reserves the right to immediately suspend Services if the Client's messaging activity violates carrier policies, results in high spam complaint rates, or threatens the Company's A2P registration standing.

Voice AI & Call Recording Compliance

6.1 AI Disclosure Requirement

Our AIVA service is configured to identify itself as an AI assistant at the outset of each call interaction. The Client agrees not to instruct the Company to disable or circumvent this disclosure. Misrepresenting an AI system as a human to callers may violate federal and state laws, including emerging AI disclosure regulations, and is strictly prohibited.

6.2 Call Recording Laws

Call recording laws vary by state. Some states require the consent of all parties to a conversation before it may be recorded ("two-party consent" or "all-party consent" states). The Client is solely responsible for ensuring that their use of the AIVA service, including any call recording features, complies with the call recording laws applicable to their jurisdiction and the jurisdictions of their callers.

The Company recommends that Clients operating in or receiving calls from two-party consent states consult with a qualified attorney regarding their call recording obligations. The Company is not liable for any violations of call recording laws arising from the Client's use of our Services.

6.3 AI Accuracy Disclaimer

AI-generated responses, transcripts, and summaries are produced by automated systems and may contain errors, omissions, or inaccuracies. The Client acknowledges that AI systems are not infallible and agrees not to rely solely on AI-generated outputs for critical business decisions without independent verification. The Company makes no warranty regarding the accuracy or completeness of AI-generated content.

6.4 Client Knowledge Base Responsibility

The Client is responsible for the accuracy and appropriateness of all information, FAQs, and content provided to the Company for AI training purposes. The Company will configure the AI based on Client-provided information but is not responsible for AI responses that reflect inaccurate or outdated Client-provided content.

Acceptable Use & Prohibited Conduct

The Client agrees to use our Services only for lawful business purposes and in compliance with these Terms and all applicable laws. The following uses are expressly prohibited:

• Sending unsolicited commercial messages (spam) or messages to individuals who have opted out or not consented;
• Using the Services to harass, threaten, defame, or engage in abusive communications with any person;
• Transmitting content that is illegal, obscene, fraudulent, deceptive, or that violates any third party's rights;
• Using the Services in connection with any illegal business activity or to facilitate fraud;
• Attempting to reverse engineer, copy, or replicate the Company's AI systems, workflows, or proprietary technology;
• Sharing account access or Service capabilities with third parties not covered under the Client's service agreement;
• Using the Services in any manner that damages, disables, or impairs the Company's infrastructure or negatively affects other clients;
• Providing false information during onboarding or A2P registration;
• Using the Services to collect data on individuals without their knowledge or in violation of applicable privacy laws;
• Violating any carrier acceptable use policy or CTIA messaging guideline.

Violation of this Section is grounds for immediate suspension or termination of Services without refund. The Company reserves the right to report suspected illegal activity to appropriate law enforcement authorities.

Intellectual Property

8.1 Company Property

All intellectual property rights in the Services, including the underlying software, AI models, workflows, automation logic, website design, documentation, and proprietary methodologies, are and remain the exclusive property of Palmetto Digital Ventures LLC. Nothing in these Terms grants the Client any ownership interest in the Company's intellectual property.

8.2 Client Content License

The Client grants the Company a limited, non-exclusive, royalty-free license to use, reproduce, and process Client-provided content — including business information, FAQs, scripts, and branding — solely for the purpose of configuring and delivering the Services. This license terminates upon cancellation of the service relationship.

8.3 Client Data Ownership

The Client retains ownership of all End User data, lead information, call records, and SMS conversation data collected through the Services on the Client's behalf. The Company's right to use this data is limited to delivering the contracted Services as described in our Privacy Policy.

8.4 Feedback

Any suggestions, recommendations, or feedback provided by the Client regarding our Services may be used by the Company without restriction or compensation to improve our products and services.

Confidentiality

9.1 Mutual Confidentiality

Each party agrees to hold in confidence any non-public, proprietary, or confidential information disclosed by the other party in connection with the Services ("Confidential Information"), and to use such information only for the purposes of performing its obligations or exercising its rights under these Terms.

9.2 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was independently developed by the receiving party without reference to the disclosing party's Confidential Information; (c) was already known to the receiving party prior to disclosure; or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives prompt notice to the disclosing party to the extent permitted by law.

9.3 Duration

Confidentiality obligations survive termination of these Terms for a period of three (3) years, except with respect to trade secrets, which shall remain confidential indefinitely.

Disclaimers & No Warranties

To the maximum extent permitted by applicable law, the Company expressly disclaims all warranties, including but not limited to:

• Implied warranties of merchantability and fitness for a particular purpose;
• Warranties of uninterrupted, error-free, or secure Service operation;
• Warranties regarding the accuracy, completeness, or reliability of AI-generated responses, transcripts, or summaries;
• Warranties that our Services will meet the Client's specific business requirements or produce any particular business outcome;
• Warranties regarding the deliverability of SMS messages, which is subject to carrier decisions outside our control;
• Warranties that A2P 10DLC registration will be approved or maintained, as approval decisions are made by independent carriers and registries.

The Company does not warrant that the Services will be free from viruses, unauthorized access, data loss, or other harmful components. No oral or written information or advice provided by the Company or its representatives shall create any warranty not expressly stated in these Terms.

Limitation of Liability

11.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PALMETTO DIGITAL VENTURES LLC, ITS MEMBERS, MANAGERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO THE CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES — WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE — SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE CLIENT TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Essential Basis

The Client acknowledges that the limitations of liability in this Section are an essential element of the basis of the bargain between the parties and that the Company would not have entered into these Terms without such limitations. Some jurisdictions do not allow certain limitations of liability, in which case the above limitations may not apply to the Client to the extent prohibited by such laws.

11.4 Specific Exclusions

Without limiting the foregoing, the Company is not liable for: (a) TCPA violations or other legal liability arising from the Client's communications with their End Users; (b) carrier decisions to reject, block, or filter SMS messages; (c) A2P registration denials or revocations; (d) call recording law violations arising from the Client's use of AIVA; (e) inaccuracies in AI-generated content; or (f) any loss or damage arising from the Client's failure to comply with these Terms.

Indemnification

The Client agrees to defend, indemnify, and hold harmless Palmetto Digital Ventures LLC and its members, managers, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• The Client's use of the Services or breach of these Terms;
• The Client's communications with their End Users, including any TCPA, CAN-SPAM, or state law violations;
• The Client's failure to obtain required consents from End Users for SMS communications or call recording;
• Any claim by an End User arising from the Client's use of our MCTB or AIVA services;
• Inaccurate or misleading information provided by the Client for onboarding or A2P registration;
• The Client's violation of any applicable law, regulation, or third-party rights;
• Any content, data, or instructions provided by the Client to the Company for AI training purposes.

The Company reserves the right to assume exclusive control of the defense of any matter subject to indemnification by the Client, at the Client's expense. The Client agrees to cooperate with the Company's defense of such claims.

Term & Termination

13.1 Term

These Terms are effective upon the Client's acceptance (whether by form submission, electronic signature, or use of Services) and continue until terminated by either party in accordance with this Section.

13.2 Termination by Either Party

Either party may terminate the service relationship at any time with 30 days written notice to the other party. The Client remains responsible for all fees accrued through the end of the notice period.

13.3 Termination for Cause

The Company may terminate the service relationship immediately and without prior notice if:

• The Client breaches any material provision of these Terms, including prohibited use restrictions or SMS compliance obligations;
• The Client's messaging activity results in carrier sanctions, A2P campaign suspension, or a material threat to the Company's platform standing;
• The Client provides false information during onboarding or A2P registration;
• The Client fails to pay any undisputed amounts due within 30 days of the due date;
• The Client engages in any conduct that the Company reasonably believes constitutes illegal activity.

In the event of termination for cause, no refund of any fees will be issued.

13.4 Effect of Termination

Upon termination, the Company will: (a) cease providing the Services; (b) decommission the Client's dedicated phone number and AI configuration; (c) retain Client data for up to 90 days as provided in our Privacy Policy, after which it will be deleted or anonymized; and (d) provide the Client with an export of their data upon written request received within the 90-day retention window.

13.5 Survival

Sections 4 (Fees and Payment), 8 (Intellectual Property), 9 (Confidentiality), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 14 (Dispute Resolution), 15 (Governing Law), and 16 (General Provisions) survive any termination or expiration of these Terms.

Dispute Resolution & Arbitration

14.1 Informal Resolution

Before initiating any formal dispute proceeding, the parties agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or related to these Terms or the Services ("Dispute") through informal negotiation. Either party may initiate this process by providing written notice to the other describing the Dispute in reasonable detail. The parties will have 30 days from the date of such notice to attempt informal resolution.

14.2 Binding Arbitration

If the parties are unable to resolve a Dispute through informal negotiation within 30 days, the Dispute shall be resolved by binding arbitration administered by a mutually agreed neutral arbitrator in Anderson County, South Carolina, under rules and procedures to be agreed by the parties. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.3 Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the resolution of a Dispute through arbitration. Claims involving amounts of $5,000 or less may be brought in small claims court in Anderson County, South Carolina.

14.4 Class Action Waiver

14.5 Arbitration Costs

Each party shall bear its own costs and attorneys' fees in connection with arbitration, except that the arbitrator may award costs and fees to the prevailing party in cases involving frivolous claims or bad faith conduct.

Governing Law

These Terms and any Dispute arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of law principles.

Any legal proceedings not subject to arbitration under Section 14 shall be brought exclusively in the state or federal courts located in Anderson County, South Carolina, and each party irrevocably consents to the personal jurisdiction of those courts.

General Provisions

16.1 Entire Agreement

These Terms, together with any executed service agreement and our Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings, whether oral or written.

16.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of these Terms shall continue in full force and effect.

16.3 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of the waiving party to be effective.

16.4 Assignment

The Client may not assign or transfer these Terms or any rights hereunder without the prior written consent of the Company. The Company may assign these Terms without restriction in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.

16.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, government action, carrier network outages, or third-party platform failures, provided that the affected party gives prompt notice and uses reasonable efforts to resume performance.

16.6 Notices

All legal notices under these Terms must be in writing and delivered by email with confirmation of receipt. Notices to the Company must be sent to [email protected]. Notices to the Client will be sent to the email address on file in the Client's account.

16.7 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their respective permitted successors and assigns. Nothing in these Terms creates any rights in any third party.

16.8 Electronic Acceptance

The Client agrees that electronic acceptance of these Terms — including by form submission, clicking "I agree," or continued use of the Services — constitutes a legally binding agreement equivalent to a physical signature.

Contact Information

For questions or concerns regarding these Terms of Service, please contact us:

We will respond to all Terms-related inquiries within 30 days of receipt.