TERMS & CONDITIONS
Last Updated: January 1, 2026
Notice of Updates. From time to time, Captivated may update these Terms. When material changes are made, we will provide notice through reasonable means, which may include in-app notifications, email, or a posted summary of changes available at:
1. Platform Services
Captivated provides a communications platform that may include, without limitation: SMS and MMS messaging; Rich Communication Services (RCS / RBM); Live Chat; Secure Chat; Team Chat (internal messaging); voice and video communication; workflow automation; campaigns; templates; booking and appointment scheduling; payment facilitation tools; reporting; analytics; and administrative tools.
Captivated provides technology infrastructure only and does not originate, author, approve, or control Customer communications.
2. Platform Provider Status
Captivated acts solely as a technology platform provider. Captivated is not a sender, publisher, advertiser, content owner, legal advisor, compliance advisor, healthcare provider, covered entity, payment processor, financial institution, agent, or representative of Customer.
Captivated does not guarantee delivery, engagement, scheduling outcomes, payment success, or business results. Customer retains sole responsibility for all use of the Services.
3. License Grant; Account Security
Subject to Customer’s compliance with these Terms and the applicable Order Form, Captivated grants Customer a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services for Customer’s internal business purposes during the term.
Customer is responsible for maintaining the confidentiality of login credentials and for all activity occurring under its accounts. Shared logins are prohibited unless expressly authorized in writing. Customer will promptly notify Captivated of any unauthorized access or use.
4. Customer Responsibilities; Compliance
Customer is solely responsible for message content, formatting, branding, tone, timing, targeting, frequency, and delivery logic.
Customer is responsible for obtaining and maintaining all required consumer, patient, or user consents and for complying with all applicable laws and regulations, including but not limited to TCPA, CAN-SPAM, HIPAA, FTC rules, state privacy laws, payment regulations, and industry-specific requirements.
Customer is also responsible for compliance with carrier, network, and program requirements, including RCS/RBM policies. Captivated does not validate consent, review content, approve campaigns, or monitor communications for legal compliance.
5. No Compliance or Legal Warranty
Captivated does not provide legal advice and makes no representations or warranties regarding Customer’s compliance with laws, regulations, carrier rules, or payment requirements.
Use of any feature, including Secure Chat, booking tools, video communication, or payment functionality, does not itself ensure regulatory compliance. Customer is responsible for determining appropriate use of all features based on its obligations and risk profile.
6. Messaging Channels, Usage & Carrier Rate Changes
Services may include both carrier-based communications (such as SMS, RCS/RBM, and voice) and platform-based communications (such as Secure Chat, Team Chat, Live Chat, and video).
Certain Services may include usage allowances, credits, limits, or thresholds. Usage allowances, limits, and overage rates are defined in the applicable Order Form, published pricing materials, or rate schedules, as updated from time to time.
Certain Services rely on third-party telecommunications providers whose rates, fees, surcharges, and network costs are outside of Captivated’s control. Included message allowances are defined in the applicable Order Form and are not adjusted based on carrier rate changes during the term.
Overage rates, usage-based charges, and pass-through fees may be adjusted prospectively to reflect changes in carrier pricing, regulatory fees, or network costs. Any such changes will be communicated in advance and reflected in Captivated’s then-current messaging rate sheet or published pricing materials. Carrier rate adjustments will not apply retroactively.
7. Video Communication Services
Certain Services may include live video communication features (“Video Chat”).
Customer acknowledges and agrees that Captivated provides Video Chat as a technology service only and does not monitor, supervise, record, or control video interactions between Customer and end users.
Customer is solely responsible for the conduct of its representatives during video interactions, for compliance with applicable laws and regulations related to video communication, recording, consent, and privacy, and for determining whether video communication is appropriate for a particular use case.
Captivated does not guarantee the quality, availability, or suitability of Video Chat for any specific purpose and shall not be responsible for statements, representations, or actions made during video interactions.
8. Programs, Workflows & Micro-Products
Captivated may offer packaged programs, workflows, templates, or micro-products built on the platform (“Programs”).
Programs do not alter or shift responsibility for content, compliance, messaging behavior, scheduling outcomes, or payment activity. Customer remains solely responsible for all communications and actions generated through Programs.
9. Professional Services; Statements of Work
Captivated may provide onboarding, implementation, configuration, workflow design, automation setup, training, consulting, or related services (“Professional Services”).
Certain products or service tiers may include a defined amount of Professional Services time, as specified in an Order Form or documentation.
Professional Services beyond included amounts or outside defined scope require a mutually executed Statement of Work (“SOW”). Additional services will be billed at Captivated’s then-current hourly rate as set forth in the SOW.
Captivated will not perform or bill for additional Professional Services without Customer’s prior written approval. Self-service training materials may be provided at no additional charge.
10. Fees, Billing & Pricing Changes
Fees, components, usage limits, calendar quantities, and billing terms are defined in the applicable Order Form, including those generated through Captivated’s quoting tools.
Prepaid fees are non-refundable unless expressly stated otherwise. Usage-based charges are billed monthly based on actual usage.
Captivated may update pricing, rate schedules, usage allowances, or overage charges prospectively. Customer will receive at least thirty (30) days’ prior notice of material pricing changes via email, in-app notification, or both.
Pricing changes will not retroactively modify an existing subscription. Customer may accept updated pricing, modify Services, or terminate in accordance with the applicable Order Form.
11. Site-Based Licensing
The Services are licensed on a site-based basis, not on a per-user or per-seat basis.
A “Site” means a distinct physical or operational location, branch, storefront, dealership, office, practice, facility, or location serving its own customers, whether operated independently or under a shared brand, domain, corporate, franchise, or cooperative structure.
Each Site requires a separate license unless expressly stated otherwise in an Order Form. Customer may not share, pool, extend, or reuse a Site license across multiple Sites. Use of the Services by an unlicensed Site constitutes a material breach of these Terms.
An unlimited number of users may access the Services within a licensed Site. Adding or removing users does not affect billing.
12. Additional Sites, Term Commitments & Rate Locks
Additional Sites added during the term will be billed at the applicable per-Site rate set forth in the Order Form, published pricing, or rate schedule in effect at the time the Site is added.
For subscriptions with twelve (12), twenty-four (24), or thirty-six (36) month terms, the base subscription fee and per-Site license rates specified in the Order Form are locked for the duration of the term for the licensed Sites only.
Usage-based charges, including messaging overages, voice minutes, video minutes, lookups, and similar metered Services, are billed monthly and are not subject to rate lock unless expressly stated otherwise.
Captivated reserves the right to verify compliance with Site-based licensing and may invoice retroactively for unlicensed usage.
13. Booking, Appointments & Calendar-Based Services
Certain Services may include booking, appointment scheduling, or calendar-based functionality that relies on third-party integrations, including but not limited to Nylas.
Such Services may be billed based on the number of connected calendars or scheduling resources, regardless of the number of users accessing the Services.
For fixed-term subscriptions, the quantity of billable calendars specified in the Order Form is committed for the duration of the term and may not be reduced during the term. Additional calendars may be added and billed accordingly. Reductions may occur only upon renewal unless otherwise agreed in writing.
14. Express Pay & Third-Party Payment Services
Certain Services may include payment-related features, including Express Pay, which enable Customer to accept payments from end users through third-party payment providers such as Stripe, Plaid, or similar services.
Customer’s use of Express Pay is subject to Captivated’s Express Pay Terms of Use and the applicable terms of underlying payment providers.
Captivated does not process, store, or control Customer funds and is not responsible for payment authorization, settlement, chargebacks, disputes, reversals, or failures of third-party payment providers.
Customer is solely responsible for compliance with applicable payment laws, card network rules, and financial regulations related to its use of Express Pay.
15. Franchise & Affiliated Groups
If Customer operates as part of a franchise system, cooperative, or affiliated group, each franchisee, location, or operator constitutes a separate Customer and Site unless expressly stated otherwise in an Order Form.
Captivated has no responsibility for incentives, subsidies, reimbursements, or arrangements between franchisors and franchisees.
Each Customer remains solely responsible for its own use of the Services, billing, compliance, and obligations under these Terms.
16. Data; Privacy Policy; Data Processing License
Customer owns its data. Captivated processes data solely to provide the Services.
Captivated’s Privacy Policy (and any referenced policies, including the Data Retention Policy) are incorporated by reference. If any provision of the Privacy Policy conflicts with these Terms with respect to Service Data processed to provide the Services, these Terms control.
Customer grants Captivated a limited, non-exclusive license to process, transmit, store, and display Customer data solely as necessary to provide the Services, support, security, and compliance operations. Captivated may use de-identified and aggregated data to improve the Services and for analytics, provided that such data does not reasonably identify Customer or any individual.
17. Data Retention & Deletion
Customer data is retained for the duration of an active subscription.
Upon termination or cancellation, Customer data will be retained and permanently deleted in accordance with Captivated’s then-current Data Retention Policy, which is incorporated by reference.
Customer acknowledges that Captivated has no obligation to retain Customer data beyond the policy’s retention periods and is not responsible for data loss following deletion. Customer is responsible for exporting any data it requires prior to termination.
To the extent message export functionality is limited or unavailable for certain channels, Customer acknowledges and accepts those limitations.
18. Data Preservation Option
At Captivated’s discretion, a data preservation or account suspension option may be offered to a canceling customer to temporarily suspend data deletion without active Service access.
During such period, all messaging channels, workflows, automations, and integrations are disabled. This option is not an active service plan and may be withdrawn at any time.
19. Acceptable Use; Restrictions
Customer will not misuse the Services or use the Services for unlawful purposes, including sending unsolicited messages or spam, impersonation, fraud, or transmission of harmful code. Customer will not reverse engineer or attempt to derive source code from the Services, except to the extent prohibited by law.
Captivated may suspend access to the Services if it reasonably believes Customer is violating these Terms, applicable law, or carrier policies, or if required to do so by a carrier, network provider, regulator, or law enforcement.
20. Confidentiality
Customer will protect Captivated’s confidential information using at least the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable degree of care. Customer may disclose confidential information only to employees and contractors with a need to know and who are bound by confidentiality obligations at least as protective as these Terms.
If Customer is required by law to disclose Captivated’s confidential information, Customer will provide notice to Captivated (to the extent legally permitted) and will disclose only the portion required.
21. Intellectual Property; Feedback
Captivated and its licensors retain all right, title, and interest in and to the Services, including all software, documentation, trademarks, and intellectual property. Except for the limited rights expressly granted, no rights are granted to Customer.
If Customer provides feedback, suggestions, or recommendations, Customer grants Captivated a perpetual, irrevocable, royalty-free right to use such feedback for any purpose without obligation.
22. Support; Service Availability
Captivated provides support via in-app chat, email, and other channels as described in Customer’s plan or Order Form. Captivated may perform scheduled or emergency maintenance and will use commercially reasonable efforts to provide notice of planned maintenance.
Customer acknowledges that availability and delivery of communications depends on carriers, networks, recipient devices, and third-party services outside Captivated’s control.
23. Audit; Suspension
Captivated may verify Customer’s compliance with these Terms, including Site licensing and usage, in a manner that does not unreasonably disrupt Customer operations. Captivated may suspend access for non-payment, suspected misuse, material breach, or if required by carriers or regulators. Captivated will use commercially reasonable efforts to provide notice prior to suspension when practicable.
24. Indemnification
Customer shall indemnify, defend, and hold harmless Captivated and its affiliates, officers, directors, employees, and agents from any claims, damages, fines, penalties, settlements, or expenses arising from Customer’s use of the Services, including claims related to content, consent, compliance, misuse, regulatory enforcement, scheduling outcomes, or payment activity.
25. Limitation of Liability
To the maximum extent permitted by law, Captivated shall not be liable for indirect, incidental, consequential, special, or punitive damages.
Captivated’s total liability shall not exceed fees paid by Customer in the twelve (12) months preceding the event giving rise to the claim.
26. Force Majeure
Except for payment obligations, neither party will be liable for failure or delay due to events beyond its reasonable control, including acts of God, government actions, labor disputes, carrier or network failures, internet outages, and power failures.
27. Injunctive Relief
Customer acknowledges that unauthorized use of the Services, breach of confidentiality, misuse, or violation of licensing restrictions may cause irreparable harm. Captivated may seek injunctive relief in addition to other remedies without posting bond to the extent permitted by law.
28. Notices
Notices may be provided by email, in-app notification, or other reasonable means. For formal legal notices to Captivated: Captivated, LLC, 5875 Castle Creek Pkwy Dr. N., Suite 260, Indianapolis, IN 46250, with a copy to admin@captivated.works.
Customer notices will be sent to the email address on file or via the Services.
29. Governing Law; Venue
These Terms are governed by the laws of the State of Indiana, without regard to conflict of law principles. Venue for disputes will be exclusively in the state or federal courts located in Hamilton County, Indiana.
30. Assignment
Customer may not assign these Terms or an Order Form without Captivated’s prior written consent. Captivated may assign these Terms and any Order Form in connection with a merger, acquisition, reorganization, or sale of assets.
31. Entire Agreement; Order of Precedence; Updates
These Terms, together with the applicable Order Form and incorporated policies, constitute the entire agreement between the parties and supersede prior agreements relating to the Services.
If Customer submits a purchase order or other document, any additional or conflicting terms are rejected unless expressly agreed in writing.
Captivated may update these Terms prospectively with notice. Continued use after the effective date constitutes acceptance of the updated Terms.