Terms of Use

This TERMS OF USE AGREEMENT (the “Agreement”) is made as of the date this Agreement is signed below (the “Effective Date”) by and between WE SCALE LLC, with its principal place of business at 2307 Fenton Pkwy, Suite 107-647, San Diego, CA 92108 ("us" or "we") and the entity signing this Agreement, by and through its authorized representative (“Provider”) (each a “Party” and collectively, the “Parties”). The Parties agree to be bound by the terms and conditions set forth in this Agreement as follows:

Subscription & License Agreement

This Agreement governs Client’s subscription-based access to and use of Provider’s software-as-a-service platform (“Application”). Any professional services provided by Provider, if applicable, are ancillary to the subscription and governed by a separate scope of work or order form, if agreed upon.

The Application is built on top of and powered by GoHighLevel (“GHL”). Provider has customized and integrated proprietary workflows, automations, configurations, and systems within the GHL platform. Client’s license is limited solely to access and use of the Application as configured by Provider and does not grant any ownership or rights in GHL or any underlying platform components.

Account Access & Subscription

Client will receive login credentials to access their sub-account within the Application.

Subscription access is contingent on timely payment of all fees. If payment is not received, Client’s account may be suspended or paused until payment is made.

Provider reserves the right to terminate or revoke access immediately for breach of this Agreement, including misuse or unauthorized access of the Application.

Fees & Payment Terms

Subscription fees are listed in the order form, checkout page, or invoice (“Subscription Fees”).

Fees are billed in advance [monthly/annually] and are due on the payment due date specified in the order form.

Late payments may result in account suspension.

Subscription Fees are non-refundable.

Provider may adjust the Subscription Fees from time to time, including increases to reflect added features, enhancements, or market conditions. Provider will provide Client with at least thirty (30) days’ prior written notice of any fee change. Continued use of the Application after the effective date of the fee change constitutes acceptance of the new fees.

Subscription Fees do not include costs associated with third-party services, add-ons, or usage-based features, including but not limited to text messaging credits, call tracking, or other optional integrations. Client is responsible for all such costs incurred through the use of the Application.

Updates, Features & Functionality 

Provider may add, modify, or remove features and functionality of the Application from time to time. Provider is not obligated to maintain or release any specific feature or functionality. 

No Guarantee of Results; Client Responsibility

Client acknowledges and agrees that Provider does not guarantee any specific results, outcomes, or performance from use of the Application or any related services, including but not limited to revenue generation, lead volume, conversion rates, advertising performance, customer acquisition, retention, or business growth.

Any examples, projections, or statements regarding potential performance or results are for illustrative purposes only and do not constitute a promise or guarantee.

Client is solely responsible for the implementation, configuration, and use of the Application, including decisions related to marketing strategy, messaging, targeting, compliance with applicable laws and regulations (including but not limited to TCPA, CAN-SPAM, data protection, and advertising regulations), and the results obtained from such use.

Provider shall not be responsible for Client’s business decisions, execution, compliance failures, or any outcomes resulting from Client’s use or misuse of the Application or services.

Ownership, License & Data Rights

Ownership. Provider retains all right, title, and interest in and to the Application, including all proprietary workflows, automations, templates, configurations, tools, and intellectual property, whether created before or during Client’s subscription.

License Grant. Subject to Client’s compliance with this Agreement and payment of all applicable fees, Provider grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the Application solely for Client’s internal business purposes during an active subscription.

Restrictions. Client may not copy, modify, distribute, sublicense, reverse engineer, extract, replicate, or attempt to migrate any workflows, automations, or proprietary components of the Application. Transfer or migration of Client’s sub-account outside Provider’s system is strictly prohibited.

Client Data. Client retains ownership of all data it inputs into the Application. Client may export its data during the subscription term or within seven (7) business days following termination. Upon completion of data export, Client’s access to the Application will be revoked, and all Provider proprietary workflows and configurations may be permanently deleted.

Confidentiality 

Both Parties shall maintain the confidentiality of proprietary, non-public information, including trade secrets, workflows, and client data.

Confidentiality obligations survive termination of the subscription for two (2) years.

Limitation of Liability 

Provider is not liable for indirect, incidental, special, or consequential damages, including loss of profits or data.

Provider’s total liability is limited to the Subscription Fees paid by Client in the [12] months prior to the claim.

Provider shall have no liability arising from Client’s failure to achieve any desired business, marketing, or financial results.

Client Data & Export

Client retains ownership of their data entered into the Application.

Upon subscription termination or cancellation, Provider will export Client data within seven (7) business days.

Following data export, Client access to the Application and all associated workflows will be revoked, and all proprietary workflows/automations created by Provider will remain Provider property and may be permanently deleted.

Termination

Either Party may terminate with [30] days’ written notice.

Provider may suspend or terminate access immediately for non-payment, breach of license, or unauthorized use.

Client is responsible for fees accrued up to the date of suspension or termination.

Termination does not relieve Client of its obligation to pay any fees accrued or owed through the end of the then-current billing period, unless otherwise stated in writing by Provider.

Ownership of Work Product

Any work product created specifically for Client outside of the Application pursuant to a separate written scope of work (including reports, deliverables, or strategies) shall become Client property upon full payment, unless otherwise specified in writing. For clarity, workflows, automations, templates, and configurations within the Application are not considered work product and remain Provider property.

Indemnification

Client shall indemnify and hold harmless Provider and its affiliates, officers, and employees from claims arising from misuse of the Application, violation of intellectual property rights, or breach of this Agreement including Client’s content, messaging, campaigns, or communications sent using the Application.

Dispute Resolution

Parties agree to resolve disputes first through informal negotiation. If unresolved, disputes will be mediated in San Diego, California, before resorting to litigation.

Governing Law

This Agreement is governed by and construed in accordance with the laws of California.

Miscellaneous

Entire Agreement: Includes this Agreement and any order forms or checkout pages.

Severability: If any provision is invalid, remaining provisions remain in full force.