Effective Date: September 12, 2026

IMPORTANT LEGAL NOTICE

THESE TERMS OF USE ARE A BINDING CONTRACT. THEY INCLUDE AUTOMATIC SUBSCRIPTION RENEWAL, NON-REFUNDABLE FEES, AUTOMATIC PAYMENT AUTHORIZATION, A PERSONAL GUARANTY WHEN ACCEPTED ON BEHALF OF A BUSINESS, INDEMNIFICATION OBLIGATIONS, LIMITATIONS OF LIABILITY, A ONE-YEAR DEADLINE FOR BRINGING CLAIMS, TENNESSEE VENUE, AND WAIVERS OF JURY TRIALS AND CLASS OR REPRESENTATIVE ACTIONS. PLEASE READ THEM CAREFULLY.

These Terms of Use govern the websites, software, applications, accounts, subscriptions, professional services, communications systems, and other products and services provided by All My Web Needs, LLC.

All My Web Needs, LLC may be referred to as “AMWN,” “All My Web Needs,” “we,” “our,” or “us.” The person or entity purchasing, accessing, or using a Product may be referred to as the “Client,” “you,” or “your.”

By checking a box agreeing to these Terms, accepting an Order, creating or activating an Account, submitting payment, signing an agreement, accessing or using a Product, or otherwise electronically indicating acceptance, you agree to the Agreement.

Sections that expressly apply to a Client, Account, or Product do not impose purchasing obligations on someone who merely visits AMWN’s public website without purchasing or using a Product.

1. Definitions

1.1 Account

“Account” means an account, location, sub-account, user profile, portal, website account, subscription account, or other account through which a Client or Authorized User accesses or manages a Product.

1.2 Agreement

“Agreement” means:

1. These Terms of Use;
2. The Privacy Policy;
3. The Refund Policy;
4. Each applicable Order;
5. Any additional product-specific terms affirmatively accepted by the Client; and
6. Only when separately signed, the Master Agreement.

1.3 AMWN App

“AMWN App” means AMWN’s customer-facing hosted CRM, communications, website, scheduling, marketing, payment, automation, reporting, membership, community, artificial intelligence, and related software offering.

The AMWN App may be marketed or provided by AMWN under names including:

1. All My Web Needs App;
2. AMWN App;
3. LeadConnector;
4. LeadConnector, powered by All My Web Needs; or
5. A successor or replacement name approved by AMWN.

The term “AMWN App” applies regardless of the third-party technology used to provide the service. It does not include unrelated Third-Party Services in which AMWN may perform work, such as WordPress, Google Ads, Meta, Google, Stripe, Shopify, or another third-party system.

1.4 Authorized User

“Authorized User” means an owner, employee, contractor, agent, representative, consultant, or other person whom the Client or another Authorized User permits to access an Account or act on the Client’s behalf.

1.5 Client Content

“Client Content” means text, images, photographs, graphics, logos, trademarks, code, audio, video, files, documents, advertisements, marketing materials, product information, branding materials, and other content provided or approved by the Client for use in a Product.

Client Content does not include non-public Client Data unless the Client intentionally directs AMWN to incorporate that information into a public-facing Product.

1.6 Client Data

“Client Data” means information, records, files, communications, recordings, transcripts, contact information, personal information, transaction information, form submissions, Account information, or other data that the Client or an Authorized User imports, submits, collects, creates, stores, transmits, or processes through a Product.

Client Data does not include aggregated or de-identified usage information that does not reasonably identify the Client or an individual.

1.7 End User

“End User” means a Client’s lead, prospect, contact, website visitor, caller, message recipient, customer, client, patient, student, member, applicant, employee, or other person whose information, activity, or communications are processed through a Product.

1.8 Fees

“Fees” means all amounts payable to or through AMWN, including:

1. Subscription, purchase, setup, onboarding, implementation, and professional-service charges;
2. Usage Charges;
3. AMWN App wallet charges, including wallet funding, automatic replenishments, usage deductions, overages, negative wallet balances, and wallet-related provider charges;
4. Communications, telephone-number, AI, workflow, automation, add-on, processing, carrier, and Third-Party Service charges;
5. Advertising spend paid or incurred through Google Ads, Meta, TikTok, LinkedIn, or another advertising service, referred to as “Ad Spend”;
6. Taxes, government assessments, and regulatory surcharges;
7. Late, returned-payment, reactivation, cancellation, administrative, and collection charges; and
8. Any other amount identified in an Order or the Agreement.

1.9 Master Agreement

“Master Agreement” means only a separately executed document between AMWN and the Client titled “Master Agreement.”

The term “Master Agreement” does not include a Work Order, payment authorization, payment form, proposal, invoice, checkout record, or other document, even when the document is delivered in the same packet as the Master Agreement or is governed by or incorporated into the Master Agreement.

1.10 Order

“Order” means a Work Order, accepted proposal, checkout record, subscription selection, invoice, estimate, email, support ticket, Account setting, written approval, or other written or electronic record identifying a Product, scope, price, billing interval, term, feature, support level, or other product-specific condition.

1.11 Product

“Product” means any subscription, software access, AMWN App access, website, hosting service, design, development, maintenance, support, marketing, advertising, communications, AI, automation, consulting, deliverable, or other product or service provided or arranged by AMWN.

A “Subscription Product” is a recurring Product billed monthly, annually, or at another periodic interval.

A “Purchased Product” is a Product expressly designated for ownership to transfer to the Client after payment in full and final delivery.

A “Post-Launch Product” is a Product designated in an Order to begin after delivery or launch of another Product.

1.12 Third-Party Services

“Third-Party Services” means third-party websites, software, systems, advertising services, marketplace applications, APIs, integrations, communications providers, telecommunications carriers, payment processors, artificial-intelligence providers, hosting providers, domain registrars, plugins, extensions, tax tools, or other third-party products or services.

Third-Party Services include WordPress, Google Ads, Meta, Google, Stripe, Shopify, services connected to or accessible through the AMWN App, and the underlying technology and providers used to deliver the AMWN App.

1.13 Usage Charges

“Usage Charges” means Fees based on consumption or activity, including calls, telephone numbers, SMS, MMS, RCS, WhatsApp, email, email verification, AI usage, workflows, automation executions, storage, bandwidth, contacts, users, domains, payment transactions, data processing, integrations, and similar usage.

2. Acceptance, Authority, and Agreement Documents

2.1 Eligibility

You must be at least 18 years old and legally capable of entering a binding contract to create an Account, purchase or use a Product, submit information to AMWN, or accept the Agreement.

The Products are intended primarily for businesses, nonprofit organizations, professionals, and other commercial or organizational users.

2.2 Authority to Bind a Business

When you accept the Agreement on behalf of a company or other entity, you represent and warrant that:

1. You have full authority to bind the entity;
2. The information you provide about the entity is complete and accurate;
3. The entity agrees to the Agreement; and
4. You individually agree to the Personal Guaranty in Section 15.

If you lack authority to bind the entity, you may not establish or use an Account on its behalf.

2.3 Electronic Acceptance and Records

Checking an acceptance box, clicking an acceptance button, entering your name, submitting an Order, creating an Account, activating a subscription, submitting payment, or taking another action identified as acceptance constitutes your electronic signature.

You consent to receive agreements, notices, invoices, disclosures, and other records electronically. You are responsible for maintaining a current email address and equipment capable of accessing, saving, and printing those records.

AMWN will provide a printable copy of these Terms upon written request.

2.4 Clients Without a Master Agreement

When a Client has not separately signed a Master Agreement, the Agreement consists of:

1. These Terms;
2. The Privacy Policy;
3. The Refund Policy;
4. The applicable Order; and
5. Additional product-specific terms affirmatively accepted by the Client.

No Master Agreement applies merely because the Client accepted these Terms, completed a checkout, signed a Work Order, or submitted a payment authorization.

2.5 Clients With a Master Agreement

When a Client has separately signed a Master Agreement:

1. The Master Agreement remains a separate contract;
2. Each Work Order, payment authorization, payment form, and other related document remains a separate document;
3. The relationship among those documents is determined by their respective terms and any valid incorporation by reference;
4. These Terms supplement the Master Agreement where applicable;
5. The Master Agreement controls in the event of a conflict;
6. Nothing in these Terms modifies, limits, reduces, waives, or weakens a right or protection granted to AMWN under the Master Agreement; and
7. An online update to these Terms does not amend a Master Agreement where the Master Agreement requires a signed amendment.

2.6 Orders and Priority

An Order controls the identity, scope, price, billing interval, term, included features, support, credits, and other expressly stated particulars of the selected Product. These Terms control all matters not specifically addressed in the Order.

A Work Order may qualify as an Order while remaining legally separate from the Master Agreement.

2.7 Electronic Approvals

Written approval through email, support ticket, chat, text message, Account setting, checkout, or another electronic communication is binding and may authorize:

1. Additional work;
2. Product or scope changes;
3. Recurring Fees;
4. Usage Charges;
5. AMWN App wallet charges;
6. Ad Spend;
7. Third-Party Service charges; and
8. Automatic payment.

AMWN may reasonably rely on approvals and instructions from the Client or an Authorized User.

2.8 No Unwritten Modification or Reliance

A verbal statement, demonstration, sales discussion, recommendation, estimate, or informal communication does not modify the Agreement unless confirmed in an Order or another written agreement authorized by AMWN.

The Client acknowledges that it has not relied on a promise, guarantee, projection, representation, or statement that is not included in the Agreement.

3. Products, Scope, Cooperation, and Support

3.1 Scope and Performance

AMWN is required to provide only the Products and scope expressly identified in an Order.

A feature displayed during a demonstration or referenced on a website, proposal, marketing page, training video, knowledge-base article, or third-party website is not included unless it is available under the Client’s selected Product or expressly included in the Order.

AMWN will use commercially reasonable efforts to provide the Products. Unless expressly stated otherwise in a signed agreement, AMWN does not guarantee any particular outcome, result, response time, completion date, uptime percentage, lead volume, sales volume, ranking, revenue, deliverability rate, or other performance metric.

3.2 Post-Launch Products

A Post-Launch Product begins after delivery or launch of the primary Product unless AMWN agrees otherwise in writing.

3.3 Client Cooperation

The Client must promptly provide all information, Client Content, credentials, access, approvals, decisions, and cooperation reasonably requested by AMWN.

Unless a shorter period is stated in an Order, failure to respond within 30 days is a material breach. AMWN may pause work, reschedule resources, close a request or project, suspend a Product, revise a timeline, or charge additional Fees resulting from the delay.

3.4 Instructions and Approvals

AMWN may reasonably rely on instructions, approvals, requests, information, and Client Content provided by the Client or an Authorized User.

The Client is responsible for reviewing work and instructions before approval. Written approval is binding even if the Client later changes its preference or determines that an Authorized User acted contrary to internal instructions.

3.5 Estimates and Timelines

Start dates, launch dates, delivery dates, implementation periods, migration periods, response times, and other timelines are estimates rather than guarantees unless an Order expressly identifies a binding deadline.

A delay caused by the Client, an Authorized User, a Third-Party Service, technical issues, registration or carrier review, government action, AMWN workload, force majeure, or another circumstance beyond AMWN’s reasonable control does not constitute a breach.

3.6 AMWN App Support

AMWN App Support includes only the support expressly included in the Client’s Product or Order.

Unless expressly included, AMWN App Support does not include:

1. Custom programming or development;
2. Custom workflows, automations, campaigns, or integrations;
3. Advertising or marketing management;
4. Copywriting, content creation, or design;
5. Legal, tax, privacy, accessibility, regulatory, or compliance review;
6. Extensive migration, data entry, cleanup, deduplication, or restructuring;
7. Configuration of Third-Party Services;
8. Support provided directly to the Client’s End Users; or
9. Work outside the selected Product.

3.7 Technical Support

“Technical Support” means assistance, within the time and scope included in an Order, using existing standard functionality of:

1. A WordPress website covered by the Client’s Product;
2. Core features of the AMWN App; or
3. Both, when applicable.

For WordPress websites, Technical Support may include:

1. Adding, editing, or removing Client-provided content through existing content-management functionality;
2. Creating or removing users;
3. Assisting with administrator-login issues; and
4. DNS changes when AMWN controls the applicable DNS.

For the AMWN App, Technical Support may include:

1. User management;
2. Login assistance; and
3. Reasonable assistance using or configuring core features included in the Client’s Product.

Core features do not include third-party marketplace applications, custom integrations, separately priced add-ons, or Third-Party Services merely because they are connected to or accessible through the AMWN App.

Technical Support does not include advertising, content writing, design, domain registration, hosting, security, marketing, custom programming, coding, installation or configuration of new software, Configuration of Third-Party Services, or configuration, maintenance, troubleshooting, or support of third-party marketplace applications.

Work involving a marketplace application or anything outside the included scope may require a separate Order and additional Fees.

3.8 Included Time and Credits

Included setup, implementation, support, consultation, revision time, or monthly credits:

1. Expire at the end of the applicable period;
2. Do not roll over;
3. Have no cash or refund value;
4. Are non-transferable; and
5. Are subject to reasonable scheduling and fair-use limitations.

Work outside the Order may require a separate Order or may be billed at AMWN’s then-current rate after written approval.

4. Accounts, Authorized Users, and Security

4.1 Accurate Information

The Client must provide complete, accurate, and current Account, contact, business, ownership, and billing information and promptly update that information when it changes.

4.2 Account Ownership

An Account established for a business is ordinarily owned by that business rather than by the individual who initially created or administered the Account.

In an ownership or authority dispute, AMWN may consider:

1. Payment records;
2. Account-creation records;
3. Business-formation or ownership records;
4. Domain, trademark, or licensing records;
5. Written agreements;
6. A binding court order or settlement; and
7. Other evidence AMWN reasonably considers relevant.

AMWN is not required to adjudicate an internal ownership dispute and may suspend or restrict the Account until the dispute is resolved. AMWN’s good-faith determination concerning administrative access controls unless superseded by a binding agreement or legal order.

4.3 Authorized Users and Delegated Authority

The Client determines who may access its Account and is responsible for the permissions granted to each Authorized User.

The Client expressly authorizes any Authorized User with user-management or administrative permissions to invite, create, modify, suspend, or remove other Authorized Users on the Client’s behalf and to assign those additional Authorized Users any permissions available within the Account, including administrative permissions.

Each person added by an Authorized User is deemed authorized by the Client without separate verification or approval by AMWN.

The Client is responsible for:

1. All actions and omissions of every Authorized User;
2. Permissions granted by an Authorized User;
3. Additional Authorized Users added by an Authorized User;
4. Fees, Usage Charges, and AMWN App wallet charges generated by Authorized Users;
5. Communications, AI activity, workflows, automations, and data processing initiated through the Account; and
6. Promptly restricting or revoking access when a person’s authority changes or ends.

AMWN may rely on Account activity and instructions from an Authorized User as authorized acts of the Client.

4.4 Credentials and Security

The Client must:

1. Safeguard passwords, API keys, access tokens, authentication codes, and other credentials;
2. Use multi-factor authentication when available;
3. Maintain appropriate user permissions;
4. Avoid sharing individual credentials when separate user access is available;
5. Secure devices and networks used to access the Products; and
6. Promptly report suspected unauthorized access, credential compromise, or security incidents.

The Client remains responsible for Account activity until AMWN receives notice of unauthorized access and has had a reasonable opportunity to act.

AMWN is not liable for loss resulting from the Client’s or an Authorized User’s failure to protect credentials, restrict permissions, remove former users, secure devices, or use available security protections.

4.5 AMWN Access

The Client authorizes AMWN and its providers to access, configure, test, monitor, copy, or otherwise interact with an Account when reasonably necessary to:

1. Provide or support a Product;
2. Implement requested configurations;
3. Maintain or secure systems;
4. Investigate suspected violations;
5. Prevent fraud or abuse;
6. Comply with law or provider requirements;
7. Enforce the Agreement; or
8. Protect AMWN, the Client, End Users, or providers.

4.6 Compatible Systems

The Client is responsible for maintaining reasonably current and compatible computers, devices, operating systems, browsers, internet access, telephone service, email accounts, and other systems necessary to use the Products.

4.7 No Transfer

An Account, subscription, license, or access right may not be sold, assigned, transferred, leased, sublicensed, or shared with an unrelated entity without AMWN’s prior written approval.

5. Subscriptions, Renewal, Cancellation, and Downgrades

5.1 Subscription Term

The initial term of a Subscription Product is the monthly, annual, or other term identified in the Order.

If a Client without a Master Agreement purchases a recurring Product and the Order does not identify a term, the Product will be treated as a monthly subscription.

Subscription Products governed by a signed Master Agreement are subject to the term, renewal, notice, and termination provisions of that Master Agreement.

5.2 Automatic Renewal

A monthly subscription automatically renews for successive monthly periods. An annual subscription automatically renews for successive annual periods. A subscription with another stated billing interval automatically renews for successive periods of the same length.

By purchasing a Subscription Product, the Client authorizes AMWN to charge the payment method on file for each renewal at the then-current rate without separate authorization for each charge.

5.3 Cancellation of AMWN App Subscriptions

A Client may cancel an AMWN App subscription through available billing controls within the AMWN App settings or by submitting a written cancellation request to AMWN.

Cancellation:

1. Is effective at the end of the current paid billing period unless AMWN confirms otherwise;
2. Prevents the next subscription renewal for the canceled Product;
3. Does not refund or prorate an amount already charged;
4. Does not eliminate Usage Charges, wallet charges, or other Fees;
5. Does not cancel another Product; and
6. Does not release the Client from obligations that survive cancellation.

To avoid the next renewal, the cancellation request must be received before the renewal is processed. When submitting a written cancellation request to AMWN, Client must allow a reasonable timeframe for an AMWN agent to act on that request and apply the cancellation on Client’s account (i.e. a couple of business days). 

5.4 Other Recurring Products

Unless an Order or Master Agreement states otherwise, either party may terminate a recurring Product other than an AMWN App subscription upon 15 days’ written notice.

The Client remains responsible for the full Fees for the billing period in which termination occurs, and Fees will not be prorated.

5.5 Annual Subscriptions

Annual subscriptions are charged in advance for the entire annual period.

Cancellation prevents the next annual renewal but does not result in a refund or credit for the unused portion of the current annual period.

Any complimentary month, annual discount, or similar pricing benefit is part of the annual commitment and does not create a monthly cancellation right.

5.6 Cancellation Method

Merely ceasing use, deleting an application, removing a payment method, revoking payment authorization, asking a bank to stop payment, or disputing a charge does not constitute cancellation.

The Client should retain AMWN’s written confirmation of cancellation.

5.7 No Downgrade After Done-for-You Work

After AMWN provides done-for-you setup, website work, implementation, strategy, migration, configuration, customization, or another hands-on professional service included with a subscription, the Client may not downgrade to a lower-priced Product without AMWN’s prior written approval.

The Client may cancel as otherwise permitted, but cancellation does not create a refund right.

5.8 Upgrades and Add-Ons

An upgrade or add-on may take effect immediately and may result in an immediate or prorated charge.

Unless AMWN agrees otherwise, removal of an add-on takes effect at the end of the current paid billing period.

5.9 Trials

A trial may be restricted, modified, or terminated at any time. Consecutive or duplicate trials may not be used to avoid payment.

A trial may automatically convert to a paid subscription when the Client authorized that conversion during signup and does not cancel before the disclosed conversion date.

5.10 Separate Products

Cancellation, breach, suspension, or termination of one Product does not automatically cancel or terminate another Product.

AMWN may suspend or terminate multiple Products when permitted by the Agreement, including for nonpayment, fraud, unlawful activity, security concerns, chargeback abuse, or material breach.

6. Fees, Billing, Wallet Charges, and Taxes

6.1 Non-Refundable Fees

Except where expressly required by non-waivable law or an applicable written AMWN guarantee, all Fees are non-refundable and subject to the Refund Policy.

6.2 Payment Terms

Subscription Fees are generally billed in advance. Usage Charges, wallet charges, Third-Party Service charges, and Ad Spend may be billed in advance, in real time, after use, or after AMWN receives usage or cost information from a provider.

Invoices are due upon receipt unless another due date is stated. Time is of the essence for all payments.

6.3 Automatic Payment Authorization

By providing a bank account, credit card, debit card, wallet, or other payment method, the Client authorizes AMWN and its payment processors to charge or debit that payment method for:

1. Initial Fees;
2. Subscription renewals;
3. Approved additional work;
4. Usage Charges;
5. AMWN App wallet funding and automatic replenishments;
6. Negative wallet balances;
7. Add-ons;
8. Ad Spend;
9. Taxes and government assessments;
10. Carrier, provider, or Third-Party Service charges;
11. Late, returned-payment, reactivation, or administrative Fees; and
12. Other amounts owed under the Agreement.

This authorization remains effective until all Products and billing obligations have ended and all outstanding amounts have been paid.

6.4 Usage Charges

The Client is responsible for all Usage Charges generated through its Account, including usage initiated by:

1. Authorized Users;
2. Workflows and automations;
3. AI agents;
4. Scheduled campaigns;
5. Integrations and APIs;
6. Imported or migrated configurations;
7. End Users;
8. Compromised credentials before AMWN has had a reasonable opportunity to act; and
9. Other Account activity.

Usage Charges may continue to be reported or billed after cancellation when the usage occurred before cancellation or was reported later by a provider.

6.5 AMWN App Wallet Charges

An AMWN App wallet is a prepaid balance used to pay for Usage Charges, communications, AI features, workflows, telephone numbers, add-ons, and other eligible charges.

The Client authorizes AMWN to:

1. Deduct eligible charges from the wallet;
2. Automatically replenish the wallet when it reaches an applicable threshold;
3. Charge the payment method on file to cure a negative balance;
4. Apply wallet funds to outstanding Fees; and
5. Adjust wallet thresholds or minimum balances when reasonably necessary because of usage, provider rules, risk, or cost.

Included, complimentary, or promotional wallet credits:

1. Have no cash value;
2. Are non-transferable;
3. May expire at the end of the applicable billing period;
4. Do not roll over unless expressly stated in the Order; and
5. Expire upon Account termination unless applicable law requires otherwise.

Client-funded wallet charges are governed by the Refund Policy and applicable provider rules.

6.6 AMWN Retail Rates

Rates charged by AMWN are AMWN’s retail rates.

AMWN may charge more than its own wholesale or provider cost and is not required to disclose its cost, margin, markup, rebate, commission, discount, or other provider arrangement.

Usage rates, wallet requirements, carrier charges, and Third-Party Service charges may change as provider, carrier, regulatory, tax, or market costs change.

6.7 Taxes and Regulatory Charges

Fees do not include taxes unless expressly stated otherwise.

The Client is responsible for all sales, use, excise, telecommunications, value-added, gross-receipts, regulatory, government, carrier, and similar taxes, assessments, surcharges, and fees associated with the Client’s Products or transactions, excluding taxes imposed solely on AMWN’s net income.

AMWN may calculate and collect taxes based on information available to it. Tax-calculation tools do not constitute tax advice or guarantee that the correct tax has been collected.

6.8 Payment-Method Fees

AMWN may charge a payment-processing, convenience, credit-card, or administrative fee disclosed in an Order or at checkout, to the extent permitted by law.

A credit-card fee stated in a separate Work Order or payment authorization remains governed by that document.

6.9 Hosting and Resource Overages

Hosting, storage, traffic, bandwidth, contact, user, email, or other resource allowances may be limited by an Order.

Where applicable, AMWN may charge $4.00 for each incremental gigabyte or portion of a gigabyte above a contracted traffic or bandwidth allowance unless a different rate is stated in the Order.

6.10 Ad Spend

Ad Spend is separate from AMWN’s management Fees unless expressly stated otherwise.

The Client remains responsible for all authorized or incurred Ad Spend, including amounts:

1. Paid directly to a Third-Party Service;
2. Advanced or paid by AMWN;
3. Incurred through an AMWN-managed account; or
4. Authorized by the Client or an Authorized User.

6.11 Late Payments

To the fullest extent permitted by law, overdue amounts may accrue a late charge equal to 10% of the overdue amount for each month or portion of a month, or the maximum amount permitted by applicable law, whichever is less.

6.12 Returned Payments and Reactivation

A returned, rejected, reversed, or failed payment may result in a $20 administrative fee.

An Account suspended or deactivated for nonpayment may require:

1. A $20 reactivation fee;
2. Reimbursement of provider or restoration costs; and
3. Payment of all outstanding amounts before reactivation.

6.13 Suspension and Termination for Nonpayment

AMWN may suspend or restrict Products after a failed or overdue payment.

An Account remaining unpaid for 10 days may be deactivated. AMWN may terminate any Product or the entire Account if an amount remains unpaid for 30 days.

Suspension, deactivation, or termination:

1. Does not itself cancel recurring billing;
2. Does not eliminate payment obligations;
3. Does not terminate a Master Agreement or Order unless AMWN confirms termination;
4. Does not preserve data, telephone numbers, domains, integrations, or Third-Party Services; and
5. May affect Products unrelated to the particular unpaid amount.

6.14 Acceleration

Upon nonpayment or material breach, AMWN may accelerate all remaining amounts due under:

1. A committed Subscription Product;
2. An installment plan;
3. A Purchased Product; or
4. Another fixed-term payment obligation.

If periodic charges are variable, AMWN may use the average amount billed during the preceding three billing periods to calculate the remaining amount.

6.15 Collection Costs

The Client must reimburse AMWN for all collection costs to which AMWN may be entitled, including reasonable attorneys’ fees, court costs, expenses, collection-agency fees, prejudgment interest, and post-judgment interest.

6.16 Chargebacks and Payment Reversals

Stopping, reversing, or disputing a valid payment does not cancel a Product and constitutes a material breach.

AMWN may:

1. Suspend or terminate Products;
2. Accelerate amounts due;
3. Submit the Agreement, acceptance records, Account activity, usage records, communications, and other evidence to a payment processor;
4. Recover chargeback and administrative Fees; and
5. Pursue collection.

Nothing in this section prevents a person from reporting a genuine unauthorized transaction or exercising a right that cannot lawfully be waived.

6.17 Billing Questions

The Client must report a suspected duplicate charge or billing error promptly and, when reasonably possible, within 30 days after the charge appears.

AMWN may correct a verified billing error, but correction does not create a general refund right.

6.18 No Setoff

The Client may not withhold, deduct, offset, or reduce payment because of a dispute, counterclaim, anticipated refund, service interruption, or alleged loss unless AMWN agrees in writing or applicable law requires otherwise.

7. Ownership, Client Content, and Intellectual Property

7.1 AMWN Property

Except for fully paid Purchased Products and Client-owned Client Content, all Products and related intellectual property remain the property of AMWN or its licensors.

This includes subscription websites, software, templates, designs, configurations, workflows, snapshots, automations, methods, documentation, training, processes, code, know-how, trade secrets, and materials created or provided by AMWN.

Payment for access to a Subscription Product does not transfer ownership.

7.2 Limited License

Subject to the Agreement and payment of all Fees, AMWN grants the Client a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license during the active subscription to access and use the applicable Product for the Client’s internal business purposes.

7.3 Client Content Ownership and License

The Client retains ownership of Client Content.

The Client grants AMWN, its affiliates, contractors, and providers a perpetual, worldwide, royalty-free, transferable, and sublicensable license to host, copy, modify, adapt, reproduce, display, distribute, transmit, publish, and create derivative works from Client Content as reasonably necessary to:

1. Provide, improve, support, secure, and protect the Products;
2. Fulfill an Order;
3. Display the Client’s website, advertising, or public-facing materials;
4. Create backups and technical copies;
5. Enforce the Agreement or comply with law; and
6. Promote AMWN and display completed work in AMWN’s portfolio, case studies, marketing, awards, social media, presentations, and sales materials.

To the extent permitted by law, the Client waives moral rights and similar rights in Client Content as used under this license.

The portfolio license does not authorize AMWN to publicly disclose non-public Client Data or Confidential Information merely because it is stored in a Product.

7.4 Client Warranties

The Client represents and warrants that:

1. It owns or has obtained all rights, licenses, releases, consents, and permissions necessary for Client Content;
2. AMWN’s authorized use of Client Content will not infringe another person’s rights;
3. Client Content is not unlawful, misleading, defamatory, or harmful; and
4. The Client will not request unlawful or noncompliant work.

7.5 Purchased Products

A Purchased Product is provided on an “as-is” basis.

Unless an Order expressly states otherwise:

1. Ownership transfers only after AMWN receives payment in full and completes final delivery;
2. AMWN has no obligation to deliver the final Purchased Product before receiving final payment;
3. Third-party components, stock materials, fonts, software, plugins, and licensed materials do not transfer and remain subject to their licenses;
4. AMWN’s pre-existing materials, tools, methods, templates, and know-how do not transfer; and
5. The Client receives only the rights expressly identified in the Order.

7.6 Stock and Licensed Materials

AMWN warrants that stock or licensed materials directly selected and provided by AMWN are appropriately licensed for their intended use in the Product.

The Client may not extract or use those materials outside the Product unless the applicable license permits it.

7.7 Buyout or Conversion

When AMWN offers conversion from a Subscription Product to a Purchased Product:

1. The Client must pay the quoted purchase price and all overdue amounts;
2. Prior subscription payments are not credited toward the purchase price;
3. No conversion right exists unless AMWN quoted or later approves a buyout;
4. A previously quoted buyout price will not be changed after signup for that Subscription Product unless the Client changes the Product or scope; and
5. Included recurring services end after completion of the buyout unless separately purchased.

7.8 Restrictions

The Client and Authorized Users may not:

1. Copy, sell, rent, lend, lease, sublicense, distribute, assign, or commercially exploit a Product except as expressly authorized;
2. Reverse engineer, decompile, disassemble, decode, translate, or attempt to discover source code, object code, algorithms, models, architecture, methods, or trade secrets;
3. Create unauthorized derivative works;
4. Remove proprietary notices;
5. Frame, mirror, scrape, or republish a Product;
6. Use a Product to build or assist in building a competing product or service;
7. Permit a competitor of AMWN or an underlying provider to access a Product for competitive purposes;
8. Conduct penetration tests, security assessments, scans, or bug-bounty testing without prior written authorization;
9. Circumvent user, Account, security, rate, billing, or usage restrictions; or
10. Use a Product outside its intended purpose.

7.9 Feedback

The Client grants AMWN a perpetual, irrevocable, worldwide, royalty-free right to use suggestions, feedback, ideas, recommendations, and improvement requests without restriction or compensation.

8. Client Data, Privacy, and End Users

8.1 Client Data Ownership

As between AMWN and the Client, the Client retains its rights in Client Data.

8.2 Processing Authorization

The Client instructs and authorizes AMWN, its affiliates, and its providers to collect, access, host, store, organize, transmit, copy, analyze, modify, delete, disclose, and otherwise process Client Data as reasonably necessary to:

1. Provide and support the Products;
2. Carry out the Client’s instructions;
3. Operate integrations and Third-Party Services;
4. Prevent fraud, abuse, or security incidents;
5. Comply with law;
6. Enforce the Agreement;
7. Improve reliability and performance using aggregated or de-identified information; and
8. Perform processing described in the Privacy Policy.

8.3 Client’s Privacy Role and Responsibilities

Except for information AMWN processes for its own Account administration, billing, security, legal compliance, and business operations, the Client generally determines why and how Client Data is processed.

Depending on applicable law, the Client may be considered a controller, business, covered entity, employer, educational institution, healthcare provider, financial institution, or other regulated organization.

The Client is solely responsible for:

1. Maintaining a legally sufficient privacy policy;
2. Providing required notices to End Users;
3. Establishing a lawful basis for processing;
4. Obtaining and documenting required consents and authorizations;
5. Ensuring that Client Data was lawfully collected and imported;
6. Honoring privacy and communications preferences;
7. Responding to privacy requests;
8. Establishing retention and deletion schedules;
9. Restricting access to authorized personnel;
10. Configuring the Account appropriately;
11. Protecting Client Data; and
12. Complying with applicable privacy, security, consumer-protection, communications, employment, healthcare, education, financial, and industry-specific laws.

8.4 Privacy Requests

The Client is responsible for receiving, verifying, documenting, and responding to requests from End Users to access, correct, delete, restrict, object to, or obtain a copy of Client Data.

If AMWN receives a request concerning Client Data controlled by a Client, AMWN may direct or forward the request to that Client.

The Client must respond promptly and reimburse AMWN for reasonable costs caused by the Client’s failure to handle the request properly.

8.5 Client’s Relationship With End Users

AMWN is not a party to the relationship between the Client and an End User.

The Client is solely responsible for:

1. Products and services offered to End Users;
2. Pricing, advertising, and representations;
3. Contracts, policies, and disclosures;
4. Customer service and fulfillment;
5. Warranties and guarantees;
6. Refunds and cancellations;
7. Taxes;
8. Chargebacks and transaction disputes;
9. Licenses and regulatory compliance;
10. Content moderation; and
11. Claims involving End Users.

Unless expressly stated otherwise, the Client is the seller and merchant of record for transactions with End Users.

8.6 Client Policies

A Client using a Product to collect information from or transact with End Users must maintain and enforce appropriate:

1. Terms of use;
2. Privacy policy;
3. Refund or cancellation policy;
4. Communications consent language;
5. Recording and AI disclosures; and
6. Other legally required notices.

The Client may not state or imply that AMWN is the seller, healthcare provider, employer, educational institution, financial adviser, legal adviser, or direct service provider to the End User.

8.7 Data Export and Backup

The Client must regularly export and independently back up Client Data it needs to preserve.

Unless expressly included in an Order, AMWN is not a records-storage, archival, legal-hold, or disaster-recovery provider and does not guarantee that Client Data will be recoverable.

8.8 Security Incidents

The Client is responsible for investigating and satisfying notification obligations arising from an incident caused by:

1. The Client;
2. An Authorized User;
3. The Client’s configuration;
4. The Client’s devices or systems;
5. A Third-Party Service selected by the Client; or
6. The Client’s failure to use reasonable security practices.

AMWN will provide notice of a confirmed incident involving Client Data when required by applicable law or a binding agreement. AMWN does not assume the Client’s legal notification obligations.

8.9 Data Processing Agreements

If applicable law requires a separate data processing agreement, standard contractual clauses, Business Associate Agreement, or other data-processing instrument, the Client must notify AMWN and complete the required agreement before submitting regulated data.

The Client may not assume that accepting these Terms alone establishes HIPAA, GDPR, GLBA, FERPA, PCI DSS, or other industry-specific compliance.

9. Communications, SMS, Email, Voice, and Recordings

9.1 AMWN Communications

AMWN may use email, telephone calls, SMS, live chat, automated tools, and AI-assisted tools to:

1. Respond to inquiries;
2. Confirm or manage appointments;
3. Provide support;
4. Deliver project or service updates;
5. Send Account, security, billing, or administrative notices; and
6. Follow up regarding services a person requested.

AMWN’s current SMS program is intended for transactional and service-related communications. AMWN will not use transactional SMS consent for marketing or promotional text messages unless it separately obtains legally sufficient consent.

Calls may be automated, prerecorded, or use an AI-generated voice when appropriately disclosed and authorized.

9.2 AMWN SMS Terms

A person who separately opts in to receive SMS from AMWN may receive messages relating to inquiries, appointments, projects, support, billing, Accounts, services, or requested follow-up.

Message frequency varies. Message and data rates may apply.

Consent to receive SMS messages is not a condition of purchasing a Product.

The recipient may reply STOP to opt out and HELP for assistance. AMWN may send one message confirming an opt-out.

Mobile carriers are not liable for delayed or undelivered messages. Delivery depends on carriers, networks, devices, settings, filters, and circumstances outside AMWN’s control.

9.3 Client Communications Through the AMWN App

When the Client uses the AMWN App to send or facilitate a call, SMS, MMS, RCS, WhatsApp message, email, direct message, voicemail, advertisement, or other communication:

1. The Client, not AMWN, is the initiator and sender;
2. The Client determines the content, timing, recipients, and purpose;
3. The Client is the seller, telemarketer, advertiser, caller, or sender for legal and regulatory purposes; and
4. AMWN provides software and communications functionality only.

9.4 Communications Compliance

The Client is solely responsible for compliance with all applicable communications, marketing, advertising, telemarketing, privacy, and recording laws and requirements, including as applicable:

1. The Telephone Consumer Protection Act;
2. The Telemarketing Sales Rule;
3. The CAN-SPAM Act;
4. Federal and state do-not-call requirements;
5. State telemarketing, mini-TCPA, registration, licensing, bonding, consent, calling-time, and disclosure requirements;
6. A2P, 10DLC, toll-free verification, short-code, and carrier requirements;
7. Call-recording and wiretapping laws;
8. Laws governing artificial, prerecorded, automated, or AI-generated voices;
9. Canada’s Anti-Spam Legislation;
10. GDPR and similar international laws; and
11. Industry-specific requirements applicable to the Client.

9.5 Consent Records

Before contacting a person, the Client must obtain the level of consent required by applicable law and maintain accurate evidence of:

1. The identity of the person who consented;
2. The telephone number or address covered;
3. The date and time of consent;
4. The disclosure presented;
5. The method of consent;
6. The entity or entities authorized to communicate;
7. The type and purpose of communications authorized; and
8. Revocation and opt-out activity.

The Client may not rely solely on an A2P registration, campaign approval, carrier approval, purchased-lead record, public listing, existing business relationship, or another party’s representation as proof that legally sufficient consent exists.

9.6 Imported Contacts and Lists

The Client may not use purchased, rented, scraped, harvested, shared, appended, or third-party contact lists unless the Client has independently verified that every recipient provided legally sufficient consent for the specific sender and communication.

The Client represents and warrants that it has the lawful right to import all contacts and data submitted to the AMWN App.

9.7 Opt-Outs

The Client must promptly honor all opt-outs, revocations, unsubscribe requests, do-not-call requests, and communication preferences.

The Client may not evade an opt-out by changing numbers, domains, sender identities, Accounts, brands, or communication channels.

9.8 Identification and Content

The Client must accurately identify itself and may not forge or disguise caller identification, sender information, email headers, domains, reply addresses, or message origins.

The Client is responsible for the legality, accuracy, and truthfulness of all communication content and advertising claims.

9.9 Automated and AI Voice Calls

Before initiating an AI-generated, artificial, prerecorded, or automated call, the Client must:

1. Obtain the consent required by applicable law;
2. Obtain prior express written consent where required;
3. Identify the calling business;
4. Disclose the automated or AI nature of the interaction where required;
5. Provide legally required opt-out or termination mechanisms; and
6. Retain evidence of compliance.

9.10 Recording and Transcription

The Client is responsible for determining whether consent is required before recording, monitoring, transcribing, analyzing, or storing a call, meeting, voicemail, chat, or other communication.

The Client must provide all required notices and obtain all required consents before enabling recording, monitoring, or transcription.

9.11 Registration Is Not Legal Approval

A2P approval, campaign registration, toll-free verification, caller-ID verification, domain authentication, or carrier approval:

1. Is not legal advice;
2. Does not establish that recipient consent is valid;
3. Does not guarantee message or call delivery;
4. Does not prevent filtering, blocking, suspension, complaints, or penalties; and
5. Does not transfer the Client’s obligations to AMWN.

9.12 Delivery and Reputation

AMWN does not guarantee delivery, inbox placement, connection rates, caller-ID display, carrier acceptance, throughput, domain reputation, telephone-number reputation, or avoidance of spam filtering.

9.13 Emergency Use

The AMWN App is not an emergency communications service, public-safety answering point, 911 service, medical-alert service, or life-safety system.

The Client may not rely on the AMWN App for emergency or safety-critical communications.

9.14 Monitoring, Blocking, and Costs

AMWN and its providers may monitor traffic patterns, registration data, consent documentation, complaints, bounce rates, opt-out rates, carrier feedback, and Account activity.

AMWN may block, delay, filter, limit, suspend, or terminate communications to comply with law or provider requirements or to protect systems, reputation, AMWN, providers, or users.

The Client is responsible for carrier fines, registration fees, regulatory penalties, complaint costs, investigation expenses, remediation costs, and other losses arising from the Client’s communications or noncompliance.

10. Artificial Intelligence, Regulated Data, and Compliance

10.1 AI Features

The AMWN App may provide generative AI, conversational AI, voice AI, chatbots, transcription, summaries, content generation, suggested responses, analytics, predictions, recommendations, and automation.

AI inputs and outputs may be processed by Third-Party Services.

10.2 AI Accuracy and Human Review

AI output may be inaccurate, incomplete, outdated, offensive, biased, misleading, non-unique, or inappropriate.

AMWN makes no warranty regarding the accuracy, legality, originality, reliability, completeness, or suitability of AI output.

The Client is responsible for reviewing, editing, validating, testing, and approving AI inputs, configurations, decisions, and output before use, publication, transmission, or reliance.

10.3 No Professional Advice

AI output does not constitute legal, medical, financial, accounting, tax, employment, insurance, mental-health, or other licensed professional advice.

The Client may not use AI to provide individualized advice requiring a licensed professional unless an appropriately licensed person independently reviews and assumes responsibility for it.

10.4 AI Disclosure

The Client must disclose when an End User is interacting with an AI-based voice agent, chatbot, or automated system whenever required by law or provider requirements.

The Client may not deceptively impersonate a person or conceal AI use where doing so would be misleading or unlawful.

10.5 Sensitive Information

The Client may not enter Protected Health Information, payment-card information, authentication credentials, government identifiers, or other highly sensitive information into an AI feature unless AMWN expressly confirms in writing that the specific feature and configuration are approved for that information.

10.6 Significant Decisions

The Client may not use AI as the sole basis for decisions producing legal or similarly significant effects concerning employment, credit, housing, education, insurance, healthcare, public benefits, criminal justice, or access to essential services.

The Client must implement appropriate human review and all legally required notices, testing, explanations, appeals, and safeguards.

10.7 Prohibited AI Uses

The Client may not use AI to:

1. Commit fraud or deception;
2. Impersonate a person without authorization;
3. Create fake reviews or deceptive grassroots activity;
4. Infringe intellectual-property, privacy, publicity, or other rights;
5. Discriminate unlawfully;
6. Generate unlawful, exploitative, harassing, or harmful content;
7. Facilitate criminal or unlawful activity;
8. Develop malware or compromise systems;
9. Provide unauthorized professional services; or
10. Engage in conduct prohibited elsewhere in the Agreement.

10.8 No Default HIPAA Compliance

The AMWN App and standard Products are not represented as HIPAA compliant by default.

The Client may not collect, store, transmit, or process Protected Health Information through a Product unless:

1. AMWN has expressly confirmed in writing that the relevant Account and features are approved for Protected Health Information;
2. Required HIPAA features or packages are active and fully paid;
3. The Client and AMWN have executed any required Business Associate Agreement;
4. Required upstream agreements are active;
5. The Account is properly configured; and
6. The particular feature used is covered by the applicable agreements.

Nonpayment, cancellation, misconfiguration, use of an excluded feature, or termination of a required HIPAA package may cause HIPAA functionality or an applicable Business Associate Agreement to terminate or cease to apply.

Third-party marketplace applications, integrations, AI features, and Third-Party Services may not be covered by a Business Associate Agreement even when other portions of the Account are HIPAA-enabled.

10.9 Other Regulated Data

The Client may not assume that a Product complies with GLBA, FERPA, PCI DSS, employment laws, state medical-privacy laws, financial regulations, accessibility laws, or another specialized legal regime merely because the Product uses encryption or security controls.

10.10 Payment-Card Information

The Client should use approved payment-processor fields and interfaces for payment-card information.

The Client may not store complete card numbers, security codes, or equivalent authentication data in ordinary CRM fields, notes, messages, recordings, or AI inputs.

10.11 Accessibility and Legal Compliance

The Client is solely responsible for determining and satisfying the laws applicable to the Client, Client Content, Client Data, End Users, and Products.

AMWN does not guarantee ADA, WCAG, Section 508, HIPAA, GLBA, FERPA, PCI DSS, or other legal or regulatory compliance unless expressly included in a signed agreement.

AMWN’s suggestions, templates, consent language, technical configurations, registration assistance, or recommendations are not legal, tax, privacy, accessibility, medical, accounting, or regulatory advice.

11. Third-Party Services and Product Changes

11.1 Third-Party Terms

The Client’s use of a Third-Party Service is subject to that provider’s terms, policies, acceptable-use rules, privacy practices, pricing, and eligibility requirements.

The Client is responsible for reviewing and complying with those requirements.

11.2 Integrations and Data Sharing

By enabling, purchasing, or requesting a Third-Party Service, the Client authorizes AMWN and its providers to transmit Client Data and credentials to and from that service as necessary to establish and operate the integration.

11.3 Third-Party Responsibility

AMWN is not responsible for an act, omission, outage, security incident, data change, deletion, pricing change, policy change, suspension, rejection, error, tax calculation, or other conduct of a Third-Party Service.

To the fullest extent permitted by law, the Client waives claims against AMWN arising solely from the content or operation of a Third-Party Service.

11.4 Removal or Discontinuation

AMWN or an underlying provider may add, modify, restrict, replace, suspend, disable, or discontinue a Third-Party Service, integration, feature, or provider at any time and without liability.

AMWN does not guarantee continued compatibility, API access, data synchronization, support, or availability.

11.5 AMWN App Changes and Branding

AMWN and its providers may improve, update, modify, replace, restrict, rebrand, or discontinue AMWN App features, interfaces, integrations, workflows, names, URLs, applications, providers, or pricing structures.

A change from All My Web Needs App or AMWN App branding to LeadConnector, LeadConnector powered by All My Web Needs, or another AMWN-approved name does not terminate the Agreement or constitute a material reduction in service.

The Client’s purchase is not contingent on delivery or continued availability of a future or existing feature unless a signed agreement expressly guarantees that feature.

11.6 Telephone Numbers

Telephone numbers obtained through the AMWN App are subject to carrier and provider rules.

Unless applicable law or provider rules state otherwise:

1. A number assigned through the AMWN App is licensed for use during active service and is not guaranteed to be owned by the Client;
2. A number ported into the AMWN App by the Client remains subject to the Client’s rights and applicable carrier procedures;
3. Numbers may be released, reassigned, or become unrecoverable after suspension, cancellation, or termination;
4. Release may occur promptly, including within 14 days;
5. AMWN does not guarantee that a port-out will be completed; and
6. A port-out request may be conditioned on timely documentation, payment in full, ownership verification, and provider approval.

11.7 Domains, Email, and Advertising Accounts

The Client is responsible for:

1. Maintaining accurate registration and ownership information;
2. Paying renewal charges;
3. Preserving access to registrar, DNS, email, social-media, and advertising accounts;
4. Maintaining email authentication and reputation;
5. Exporting data the Client wishes to preserve; and
6. Initiating timely transfers before cancellation.

AMWN is not liable for expiration, loss, suspension, filtering, blacklisting, access restrictions, or transfer failures caused by the Client or a Third-Party Service.

11.8 Account and Data Transfers

The Client has no automatic right to transfer an Account, location, snapshot, configuration, website, workflow, telephone number, or data set to another agency, reseller, or provider.

AMWN may approve or deny a transfer subject to:

1. Payment in full;
2. Provider procedures;
3. Ownership verification;
4. Security requirements;
5. Applicable law;
6. Technical feasibility; and
7. Additional Fees.

11.9 Payment Processing

Payment processing is performed through Third-Party Services.

AMWN does not hold funds as a bank, escrow agent, fiduciary, or money transmitter. The Client is responsible for transactions, fraud screening, refunds, disputes, chargebacks, reserves, taxes, fulfillment, and compliance with processor requirements.

11.10 Mobile Applications

Mobile applications may depend on Apple, Google, device manufacturers, operating systems, application stores, and other Third-Party Services.

AMWN does not guarantee approval, continued listing, device compatibility, notifications, or functionality on a particular device.

11.11 Beta Features and Fair Use

Beta, preview, lab, experimental, or early-release features are provided “as is,” may contain defects, and may change or be discontinued at any time.

Products advertised as “unlimited” remain subject to reasonable fair-use, technical, cost, security, and provider limits. “Unlimited” does not mean infinite, unrestricted, abusive, or exempt from Usage Charges.

12. Acceptable Use Policy

12.1 Lawful and Responsible Use

The Client, Authorized Users, End Users, affiliates, and anyone using a Product through the Client must use the Products lawfully and in compliance with the Agreement.

The Client is responsible for all activity occurring through its Products and Accounts.

12.2 Prohibited Uses

The Products may not be used to:

1. Violate a law, regulation, court order, provider requirement, or third-party right;
2. Infringe copyrights, trademarks, patents, trade secrets, privacy, publicity, or other rights;
3. Store, distribute, or link to pirated software, warez, unlawful media, hacker tools, or illegally obtained content;
4. Create, distribute, solicit, or facilitate child sexual exploitation or unlawful obscene material;
5. Defame, threaten, harass, abuse, intimidate, or unlawfully discriminate against another person;
6. Commit or facilitate fraud, phishing, impersonation, scams, deceptive advertising, fake reviews, Ponzi schemes, pyramid schemes, or fraudulent payment activity;
7. Send spam, junk messages, chain letters, unsolicited bulk communications, or unlawful solicitations;
8. Use purchased, rented, harvested, scraped, appended, or unlawfully obtained contact data;
9. Forge or misrepresent caller identification, sender information, email headers, domains, or message origins;
10. Create, transmit, or facilitate malware, viruses, worms, Trojan horses, ransomware, destructive code, denial-of-service activity, flooding, mailbombing, or other harmful activity;
11. Operate an unauthorized open SMTP relay;
12. Access or attempt to access another person’s Account, system, or network without authorization;
13. Perform unauthorized hacking, penetration testing, port scanning, stealth scanning, probing, credential attacks, or security testing;
14. Scrape, crawl, copy, monitor, or automate access beyond functionality expressly authorized by AMWN;
15. Disable, overload, degrade, damage, or interfere with a Product or another user;
16. Circumvent Account, security, user, billing, rate, or usage restrictions;
17. Resell, sublicense, share, or transfer access without authorization;
18. Reverse engineer a Product or use it for competitive development;
19. Misrepresent an affiliation with AMWN, LeadConnector, or an underlying provider;
20. Conduct unlawful gambling, lending, financial, cryptocurrency, or other high-risk activity prohibited by a provider;
21. Provide unauthorized legal, medical, financial, tax, or other regulated professional services;
22. Make unlawful automated decisions concerning credit, employment, housing, insurance, education, healthcare, or another significant matter;
23. Violate export-control, trade-sanctions, or restricted-country requirements;
24. Collect or process personal information without legal authority;
25. Consume unreasonable system or provider resources;
26. Damage AMWN’s systems, operations, goodwill, reputation, deliverability, customer relationships, or provider relationships; or
27. Assist another person in engaging in prohibited activity.

12.3 Excessive Resource Use

AMWN may review, restrict, throttle, charge for, require an upgrade for, suspend, or terminate use that AMWN determines is excessive, abusive, harmful, or materially affects performance, cost, security, reputation, or other users.

Without limiting AMWN’s discretion, use of more than 10% of the resources of a shared system, or 25% for a reseller account, may be considered excessive. These percentages are not safe harbors or guarantees of permitted use.

12.4 Enforcement

AMWN may investigate suspected violations and take any action it considers appropriate, including:

1. Removing or blocking content;
2. Blocking communications;
3. Restricting features;
4. Requiring evidence of consent or compliance;
5. Requiring corrective action;
6. Suspending or terminating Products;
7. Reporting activity to a provider, carrier, payment processor, regulator, or law-enforcement agency;
8. Preserving evidence;
9. Charging investigation, remediation, provider, or penalty costs; and
10. Pursuing legal or equitable remedies.

12.5 Illegal Content Fee

If an Account contains illegal files, pirated software, hacker tools, warez, unlawful media, or other illegal content or activity, AMWN may terminate the Account immediately and may charge a $50 cancellation or administrative fee in addition to other amounts owed.

12.6 Spam and Unlawful-Messaging Charges

AMWN may charge $250 for a spam or unlawful-messaging violation.

If AMWN elects to investigate, pursue, or remediate a violation, AMWN may also charge $1.00 for each prohibited email, SMS, MMS, RCS message, or other communication, together with actual provider fines, carrier charges, investigation expenses, remediation costs, and legal costs, to the fullest extent permitted by law.

12.7 No Duty to Monitor

AMWN is not required to monitor Client communications, Client Data, Client Content, or End Users.

Failure to identify or act on a violation does not waive AMWN’s right to act later.

12.8 Cooperation and Disclosure

The Client must cooperate with AMWN, providers, carriers, regulators, and law enforcement in responding to complaints, investigating activity, preserving records, and implementing corrective measures.

AMWN may disclose Account, Client, transmission, content, or usage information to:

1. Comply with legal process;
2. Protect safety;
3. Prevent harm;
4. Operate or protect systems;
5. Enforce the Agreement; or
6. Cooperate with providers and authorities.

AMWN may be prohibited from notifying the Client of a disclosure.

13. Refusal, Suspension, Termination, and Data Loss

13.1 Refusal of Service

AMWN may refuse to establish a new Account or provide a new Product in its sole discretion, except where prohibited by law.

13.2 Suspension

AMWN may immediately suspend, restrict, modify, or disable some or all Products if:

1. A payment fails or is overdue;
2. AMWN reasonably suspects fraud, abuse, unlawful conduct, or a security risk;
3. The Client violates the Agreement or provider requirements;
4. A carrier, provider, payment processor, regulator, or authority requests or requires action;
5. Action is necessary to protect data, systems, users, AMWN, or a provider;
6. The Client’s use creates unreasonable risk, liability, reputation damage, or cost;
7. Client information is inaccurate or unverifiable; or
8. AMWN is legally or technically unable to continue the Product.

13.3 Termination

AMWN may terminate an Account or Product immediately for a serious or repeated violation, including fraud, unlawful messaging, security abuse, prohibited content, chargeback abuse, infringement, nonpayment, or conduct exposing AMWN or a provider to material risk.

Where a signed Master Agreement requires notice and an opportunity to cure, the Master Agreement controls.

13.4 Provider-Required Action

AMWN may suspend, restrict, or terminate access without liability when required by an underlying provider, carrier, payment processor, regulator, or authority.

AMWN is not obligated to challenge or appeal another provider’s determination.

13.5 No Refund or Release

Suspension, deactivation, restriction, or termination does not create a refund, credit, proration, or release from Fees unless required by law or expressly stated in the Refund Policy or a written AMWN guarantee.

13.6 Export Before Termination

The Client is responsible for exporting Client Data before cancellation or termination.

AMWN is not required to provide indefinite post-termination access or customized migration assistance.

13.7 Effect of Termination

After cancellation or termination:

1. Access may end immediately or at the end of the paid period;
2. Integrations may disconnect;
3. Workflows and automations may stop;
4. Telephone numbers, domains, and email services may be released;
5. Client Data may become inaccessible or be deleted;
6. Marketplace applications and Third-Party Services may be canceled;
7. Certain services may not be recoverable on reactivation; and
8. AMWN is not liable for resulting loss.

13.8 Reactivation

Reactivation is subject to:

1. AMWN approval;
2. Payment of all outstanding amounts;
3. Available Client Data and provider services;
4. Provider approval;
5. Updated verification or registration; and
6. Applicable reactivation Fees.

AMWN does not guarantee restoration of prior telephone numbers, domains, configurations, data, integrations, rankings, deliverability, or functionality.

13.9 Survival

Payment obligations, intellectual-property provisions, Client Data responsibilities, disclaimers, indemnification, limitations of liability, confidentiality, non-solicitation, the Personal Guaranty, dispute provisions, and provisions intended by their nature to survive remain effective after cancellation or termination.

14. Warranties, Indemnification, and Limitation of Liability

14.1 Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, ALL PRODUCTS, AMWN APP FEATURES, SUPPORT, THIRD-PARTY SERVICES, CONTENT, CLIENT DATA PROCESSING, AI FEATURES, DELIVERABLES, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

Except for an implied warranty of merchantability expressly preserved by an applicable Master Agreement or a warranty that cannot lawfully be disclaimed, AMWN disclaims all express and implied warranties, including warranties of:

1. Merchantability;
2. Fitness for a particular purpose;
3. Title;
4. Non-infringement;
5. Accuracy;
6. Security;
7. Availability;
8. Compatibility;
9. Reliability;
10. Data preservation;
11. Results; and
12. Course of dealing, usage, or performance.

AMWN does not warrant that:

1. A Product will be uninterrupted, error-free, secure, or free of harmful components;
2. Defects will be corrected;
3. Client Data will be preserved or recoverable;
4. Communications will be delivered;
5. AI output will be accurate;
6. Integrations will remain available;
7. A Product will satisfy legal or regulatory requirements;
8. Advertising or marketing will produce results; or
9. A Third-Party Service will perform as represented.

Any warranty that cannot lawfully be disclaimed is limited to the shortest duration and minimum remedy permitted by law.

14.2 Indemnification

To the fullest extent permitted by law, the Client shall indemnify, defend, and hold harmless AMWN and its affiliates, owners, members, officers, directors, employees, contractors, agents, successors, assigns, licensors, underlying providers, telecommunications providers, payment processors, and representatives from and against all claims, demands, actions, proceedings, investigations, losses, liabilities, judgments, settlements, damages, fines, penalties, assessments, chargebacks, refunds, costs, and expenses, including reasonable attorneys’ fees and defense costs, arising directly or indirectly from:

1. The Client’s breach of the Agreement;
2. Client Content or Client Data;
3. The Client’s, an Authorized User’s, or an End User’s use of a Product;
4. An act or omission of the Client, an Authorized User, or an End User;
5. Violation of law, provider requirements, or third-party rights;
6. Communications sent through a Product;
7. Failure to obtain or document consent;
8. Failure to honor an opt-out;
9. Recording, monitoring, transcription, or AI use;
10. Privacy notices, privacy requests, retention, deletion, or security practices;
11. Protected Health Information or regulated data;
12. Products or services sold by the Client;
13. Advertising claims;
14. Taxes;
15. Payment disputes, refunds, or chargebacks;
16. Intellectual-property, privacy, publicity, defamation, or consumer claims;
17. Claims by or on behalf of End Users;
18. Disputes between the Client and another person; and
19. Operations for which AMWN or an indemnified party may be held jointly, severally, vicariously, or secondarily liable.

AMWN may assume control of the defense using counsel of its choosing at the Client’s expense.

The Client may not settle a claim in a manner that admits liability by or imposes an obligation on an indemnified party without AMWN’s written consent.

14.3 Excluded Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, AMWN SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, COVER COSTS, OR SIMILAR LOSSES.

This exclusion applies regardless of the theory of liability, whether or not AMWN was advised that the damage was possible and even if a remedy fails of its essential purpose.

14.4 Liability Cap

AMWN’s maximum aggregate liability arising from or related to a Product shall not exceed:

1. For a Subscription Product, the amount the Client actually paid AMWN for that Subscription Product during the six months immediately preceding the event giving rise to the claim;
2. For a Purchased Product, the amount the Client actually paid AMWN for that Purchased Product; or
3. For a free Product, $100.

Amounts paid to third parties, including Ad Spend, taxes, carrier charges, payment-processor charges, and Usage Charges remitted to providers, are excluded from the liability calculation.

14.5 Service-Interruption Liquidated Damages

The Client acknowledges that technical failures, outages, data corruption, data loss, crashes, software problems, communication delays, third-party failures, and service interruptions are inherent risks and that actual damages would be difficult to determine.

If AMWN is unable to provide an affected Product because of a continuous server interruption, system outage, data corruption, data loss, crash, deletion, or substantially similar interruption lasting at least 72 consecutive hours, the Client’s sole and exclusive remedy shall be liquidated damages of $250.

The parties agree that this amount is a reasonable estimate rather than a penalty.

The $250 amount is included within, and is not added to, the applicable liability cap.

14.6 One-Year Claim Period

Any action, claim, or proceeding against AMWN must be commenced within one year after the event giving rise to the claim.

A claim not commenced within that period is permanently barred to the fullest extent permitted by law.

14.7 Allocation of Risk

The Client agrees that the Fees reflect the allocation of risk in the Agreement and that the disclaimers and limitations are reasonable and a material basis of the parties’ bargain.

14.8 Force Majeure

AMWN is not liable for delay or failure caused by circumstances beyond its reasonable control, including severe weather, natural disaster, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, labor disruption, utility failure, internet failure, telecommunications failure, carrier action, provider outage, cyberattack, malicious activity, government action, legal change, embargo, supply interruption, or failure of a Third-Party Service.

15. Confidentiality, Non-Solicitation, and Personal Guaranty

15.1 Confidential Information

Each party shall protect the other party’s non-public proprietary, technical, financial, business, security, and operational information that is identified as confidential or that a reasonable person would understand to be confidential.

Confidential Information does not include information that:

1. Was lawfully known without confidentiality restrictions;
2. Becomes public without breach;
3. Is independently developed without use of Confidential Information;
4. Is lawfully received from a third party without a confidentiality obligation; or
5. Is approved for disclosure.

15.2 Permitted Disclosure

A party may disclose Confidential Information:

1. To personnel and providers who need the information and are subject to confidentiality obligations;
2. As required by law or legal process;
3. To enforce the Agreement;
4. To protect safety or security; or
5. With the other party’s authorization.

15.3 AMWN Trade Secrets

AMWN’s proprietary methods, code, workflows, snapshots, configurations, pricing methods, processes, internal documents, technical information, and business know-how are AMWN trade secrets.

The Client may not disclose, reverse engineer, misappropriate, or misuse them.

15.4 Equitable Relief

A breach or threatened breach of confidentiality, trade-secret, intellectual-property, security, or non-solicitation obligations may cause irreparable harm for which monetary damages are inadequate.

The affected party may seek immediate injunctive or equitable relief in addition to other remedies.

To the fullest extent permitted by law, any bond required for AMWN to obtain injunctive relief is waived.

15.5 Non-Solicitation

During the Client’s relationship with AMWN and for 24 months after termination of the last Product, the Client shall not directly or indirectly solicit an AMWN employee, independent contractor, or consultant to:

1. Terminate, reduce, or alter that person’s relationship with AMWN; or
2. Enter a professional relationship with the Client or another person.

AMWN may withhold consent in its sole discretion, whether or not the refusal is reasonable.

15.6 Placement Fee

If AMWN consents to the Client employing, hiring, contracting with, or entering another professional relationship with an AMWN employee, contractor, or consultant during the non-solicitation period, the Client shall pay AMWN a placement fee equal to 20% of all compensation, bonuses, benefits, deferred compensation, and vesting benefits earned, paid, or attributable to that relationship during its first 365 days.

15.7 Solicitation Damages

If the Client employs, hires, contracts with, or enters a professional relationship with an AMWN employee, contractor, or consultant during the non-solicitation period without AMWN’s consent, the Client shall pay AMWN liquidated damages equal to either:

1. AMWN’s gross revenue directly or indirectly attributable to that person during the preceding 365 days of that person’s relationship with AMWN; or
2. $50,000,

whichever AMWN elects in its sole discretion.

The parties agree that actual damages would be difficult to determine and that this amount is intended as reasonable liquidated damages rather than a penalty, to the fullest extent permitted by law.

15.8 Personal Guaranty

IF YOU ACCEPT THE AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU INDIVIDUALLY, PERSONALLY, UNCONDITIONALLY, AND CONTINUINGLY GUARANTEE ALL OBLIGATIONS OF THAT ENTITY UNDER THE AGREEMENT.

The Personal Guaranty includes payment obligations, collection costs, indemnification obligations, damages, and other contractual duties.

The guarantor:

1. Waives notice of acceptance of the guaranty;
2. Waives presentment, demand, protest, and notice of default;
3. Waives suretyship and guarantor defenses to the fullest extent permitted by law;
4. Agrees that amendments, renewals, extensions, modifications, payment arrangements, or delays in enforcement do not release the guaranty;
5. Agrees that AMWN may proceed directly against the guarantor without first pursuing the entity or collateral; and
6. Acknowledges that electronic acceptance constitutes the guarantor’s personal electronic signature.

This is a continuing guaranty and survives cancellation or termination with respect to obligations arising before or surviving termination.

16. Governing Law, Notices, Changes, and Miscellaneous

16.1 Tennessee Law and Venue

The Agreement is governed by Tennessee law without regard to conflict-of-law principles.

The parties consent to the exclusive jurisdiction and venue of the state courts located in Davidson County or Williamson County, Tennessee.

For a matter within federal jurisdiction, the parties consent to the United States District Court for the Middle District of Tennessee.

16.2 Jury-Trial Waiver

EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THE AGREEMENT, A PRODUCT, OR THE PARTIES’ RELATIONSHIP.

16.3 Class and Representative Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING A CLAIM ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

16.4 Notices to the Client

AMWN may send notices to:

1. An email address associated with the Account;
2. An Account or in-app notification;
3. A billing contact;
4. A mailing address on file; or
5. Another contact method provided by the Client.

The Client must keep contact and billing information current.

16.5 Notices to AMWN

Contractual notices to AMWN must be sent to:

All My Web Needs, LLC
701 Broadway, #401
Nashville, Tennessee 37203
support@allmywebneeds.com

A support request, social-media message, or conversation with an individual team member does not constitute formal legal notice unless acknowledged by AMWN as such.

This provision does not replace legally required service of process.

16.6 Changes to These Terms

AMWN may update these Terms to reflect changes in Products, providers, laws, costs, risks, or business practices.

AMWN may provide notice by email, Account notice, in-app notice, website posting, or another reasonable method. Continued use after the effective date constitutes acceptance, although AMWN may require affirmative reacceptance.

A material subscription-price change will ordinarily be provided at least 30 days before it affects a future renewal.

Usage Charges, wallet requirements, taxes, carrier charges, regulatory assessments, and provider-imposed charges may change more quickly when required by a provider, carrier, or authority.

An online update does not amend a signed Master Agreement where the Master Agreement requires a signed amendment.

16.7 Assignment

The Client may not assign, transfer, delegate, or sublicense the Agreement or an Account without AMWN’s prior written consent.

AMWN may assign the Agreement to an affiliate, successor, purchaser, or other party in connection with a merger, reorganization, financing, sale, or transfer of business or assets.

16.8 Independent Contractors

The parties are independent contractors. Nothing creates a partnership, employment, fiduciary, franchise, agency, joint venture, or exclusive relationship.

16.9 Third-Party Beneficiaries

No third-party beneficiary is intended except that AMWN’s affiliates, licensors, underlying providers, telecommunications providers, payment processors, and indemnified parties are intended beneficiaries of provisions expressly protecting or indemnifying them.

16.10 Severability and Reformation

If a provision is held invalid or unenforceable, it shall be limited or reformed to the minimum extent necessary to make it enforceable, and the remaining provisions remain in effect.

16.11 No Waiver

Failure or delay in enforcing a right is not a waiver. A waiver must be in writing and applies only to the specific instance identified.

16.12 Entire Agreement

The applicable Agreement constitutes the entire agreement concerning its subject matter and supersedes prior or contemporaneous statements concerning that subject matter.

A signed Master Agreement retains its own entire-agreement, priority, and amendment provisions.

16.13 Construction

Headings are for convenience and do not affect interpretation.

“Including” means “including without limitation.” The singular includes the plural and vice versa where appropriate.

No provision will be construed against a party merely because that party drafted it.

16.14 Electronic Counterparts

The Agreement may be accepted or executed electronically and in counterparts. Each counterpart is treated as an original.

16.15 Contact

Questions regarding these Terms may be directed to:

All My Web Needs, LLC
701 Broadway, #401
Nashville, Tennessee 37203
615-538-7483
support@allmywebneeds.com