Terms & Conditions

— Last Updated: July 30, 2026 —

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; voice and video communication; SMS lookups; workflow automation; campaigns; templates; booking and appointment scheduling; payment facilitation tools; reporting; analytics; AI-assisted tools; and administrative tools.

Captivated provides technology infrastructure only and does not originate, author, approve, or control Customer communications.

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, regulatory compliance, or business results. Customer retains sole responsibility for all use of the Services.

For purposes of these Terms, the following definitions apply unless otherwise stated in an applicable Order Form, Service Order, Addendum, or written agreement.

“Subscription Plan” means the customer-facing plan selected by Customer, such as Starter, Engage, Choice, Pro, or another plan identified in an Order Form or published pricing schedule. Certain Subscription Plans support multiple Operating Locations as described in Section 17. Each Subscription Plan may include a Primary Site License and a Messaging Commitment.

“Primary Site License” (billed in Captivated’s billing system as the “Core License”) means the base platform license included in a Subscription Plan, covering the first Operating Location. Unless an applicable Order Form states otherwise, the Primary Site License covers access to the platform, unlimited users and teams within the properly licensed account structure, the Public-Facing Brand’s campaign registration and compliance administration, and the first Operating Location.

“Additional Site License” means the license for each Operating Location beyond the first, billed at the graduated rate stated in the applicable Order Form or published pricing schedule.

“Subscription” means the Primary Site License and Messaging Commitment associated with one Public-Facing Brand, together with any approved Operating Locations, Text Lines, Optional Monthly Add-Ons, usage-based services, Launch Support, and Professional Services.

“Messaging Commitment” means the monthly message volume and message rate selected by Customer as part of its Subscription Plan.

“Optional Monthly Add-Ons” means optional subscription components, modules, tools, or usage-based items that may be added to Customer’s account if expressly included in an Order Form, Service Order, Addendum, or approved account update.

“Service Order,” “Addendum,” or “Service Request” means a signed or otherwise approved written authorization for changes, additions, add-ons, locations, lines, integrations, workflows, Professional Services, or other account modifications after the initial Order Form.

“Text Lines” or “Channels” means communication paths, including local text lines, toll-free text lines, or other messaging-enabled numbers or channels. Text Lines and Channels do not create a license for an additional Operating Location or Public-Facing Brand unless expressly stated in an Order Form, Service Order, or Addendum.

“Operating Location” means a distinct physical or operational branch, storefront, dealership, office, practice, facility, or market location serving customers.

“Public-Facing Brand” means a business identity, brand name, website, domain, phone presence, campaign identity, or customer-facing market identity that may require separate registration, campaign approval, compliance review, or licensing.

“Payee Group” means subscriptions, brands, entities, or Operating Locations billed to or contractually grouped under the same paying customer, parent company, or other account structure identified in an Order Form.

“Legacy Anytime Messages” means a non-expiring message balance purchased under Captivated’s retired Anytime Messages offering before that offering was discontinued for new purchases. "AI Credits" means the unit in which AI-assisted feature usage is metered and billed, as described in the applicable Order Form or published pricing schedule.

"Additional Usage" means usage beyond included allowances, including additional messages, AI Credits, number lookups, video minutes, carrier-based usage, or other metered activity described in an Order Form, Service Order, Addendum, rate schedule, or published pricing materials.

"Archive Access" has the meaning given in Section 26.

"Launch Support" means the services provided under a launch package identified in the applicable Order Form. Captivated's launch packages are Guided Launch and Guided Launch Plus, as described in Section 11.

"Professional Services" or "Pro Services" has the meaning given in Section 11.

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 applicable 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.

Customer is solely responsible for message content, formatting, branding, tone, timing, targeting, frequency, recipient lists, delivery logic, and all communications sent through the Services.

Customer is responsible for obtaining and maintaining all required consumer, patient, or user consents and for complying with all applicable laws and regulations, including 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 SMS/MMS rules, toll-free verification requirements, 10DLC requirements, and RCS/RBM policies. Captivated does not validate consent, review content, approve campaigns, or monitor communications for legal compliance unless expressly stated in writing.

Captivated does not provide legal advice and makes no representations or warranties regarding Customer’s compliance with laws, regulations, carrier rules, industry standards, or payment requirements.

Use of any feature, including Secure Chat, Live Chat, booking tools, Video Chat, payment functionality, AI-assisted tools, or advanced messaging channels, does not itself ensure regulatory compliance. Customer is responsible for determining appropriate use of all features based on its obligations and risk profile.

Services may include both carrier-based communications, such as SMS, MMS, RCS/RBM, toll-free messaging, and voice, and platform-based communications, such as Secure Chat, Team Chat, Live Chat, Video Chat, and in-app communication.

Certain Services may include usage allowances, limits, thresholds, Messaging Commitments, or metered usage. Included allowances, Additional Usage rates, usage limits, and applicable charges are defined in the applicable Order Form, Service Order, Addendum, published pricing materials, or rate schedules.

Monthly included message allowances reset on Customer’s billing-cycle date. Unused included messages do not roll over and have no cash or credit value, except for Legacy Anytime Messages as provided below.

If Customer exceeds the included monthly message volume, additional messages will be billed at the per-message rate for Customer’s then-current Subscription Plan as stated in the applicable Order Form or pricing schedule. That plan message rate will remain fixed during a committed term unless the Order Form expressly provides otherwise.

Legacy Anytime Messages will remain available to the Customer that purchased them until the applicable balance is fully used. Captivated no longer offers new purchases or replenishment of Legacy Anytime Messages. Once depleted, subsequent messaging is governed by Customer’s then-current Subscription Plan and Messaging Commitment.

Third-party carrier, network, registration, regulatory, and pass-through charges are separate from the plan message rate and may change prospectively when the underlying provider or requirement changes. These adjustments do not permit Captivated to increase the committed plan message rate during the term. Captivated will provide advance notice where commercially reasonable, and no adjustment will apply retroactively unless required by law, carrier rule, or regulatory requirement.

Canadian messaging may carry a surcharge of up to $0.005 per segment or minute. RCS/RBM and other advanced messaging capabilities may carry additional carrier, registration, or usage costs if enabled. Captivated will review applicable costs before activation where commercially reasonable.

Certain Services include AI-assisted features. AI-assisted features are included with every Subscription Plan and are not an Optional Monthly Add-On.

AI usage is metered in AI Credits. Each Subscription Plan includes a monthly allowance of AI Credits as stated in the applicable Order Form or published pricing schedule. Unused AI Credits do not roll over and have no cash value. AI Credits consumed beyond the included allowance are billed as Additional Usage at the rate stated in the applicable Order Form or published pricing schedule.
AI-assisted features may rely on third-party models and services. Output may be inaccurate, incomplete, or unsuitable for a particular purpose. Customer is responsible for reviewing AI-generated output before relying on it, and Captivated makes no warranty as to the accuracy, completeness, or fitness of any AI-generated output.

Captivated may add, modify, or discontinue individual AI-assisted features. Where a new AI-assisted feature is released, it will draw on the same AI Credit allowance unless the applicable Order Form or pricing schedule states otherwise.

Certain Services may include voice communication, Video Chat, Secure Chat, Text-to-Video, or SMS lookup features. Availability, licensing, included usage, metered usage, rates, and any applicable restrictions are stated in the applicable Order Form, Service Order, Addendum, or pricing schedule.

Customer acknowledges that Captivated provides these features as technology services only and does not monitor, supervise, record, or control interactions between Customer and end users unless expressly agreed in writing.

Customer is solely responsible for the conduct of its representatives, all content and communications, all required notices and consents, compliance with recording and privacy laws, and determining whether a feature is appropriate for a particular use case. Captivated does not guarantee the quality, availability, compliance, or suitability of these Services for any particular purpose.

Captivated may offer packaged programs, workflows, templates, automations, campaigns, or micro-products built on the platform (“Programs”). Programs do not alter or shift responsibility for content, compliance, messaging behavior, scheduling outcomes, payment activity, or customer communications. Customer remains solely responsible for all communications and actions generated through Programs.

Launch Support is provided under a launch package identified in the applicable Order Form. Captivated's launch packages are Guided Launch and Guided Launch Plus.

Guided Launch includes account setup, carrier brand and campaign registration performed by Captivated, initial brand registration fees where stated in the Order Form, website and opt-in review, compliance review, standard configuration, primary training, standard contact import, and go-live support.

Guided Launch Plus includes Guided Launch together with prepaid Pro Services hours in the quantity and at the rate stated in the applicable Order Form, to be scheduled during the initial optimization period stated in that Order Form.

"Professional Services" or "Pro Services" means specialized consulting, configuration, integration, workflow, development, data, training, or other expert services outside the standard scope of Launch Support. Pro Services are billed at the rate and in the quantities stated in the applicable Order Form, Service Order, Statement of Work, or published pricing schedule.

Launch Team services are billed at the rate stated in the applicable Order Form or published pricing schedule and cover kickoff, training, standard configuration, rollout coordination, and comparable launch activity.

Work materially beyond the scope of the applicable launch package — including data migration, account consolidation, template migration, workflow reconstruction, integration changes, or other significant personnel time — may be treated as billable Launch Team or Pro Services work. Captivated will provide a Service Order or Statement of Work describing the scope, estimated hours, applicable rates, and any recurring subscription changes for Customer approval before beginning billable work.

Standard contact import assistance may be provided as part of Launch Support where available. If Customer connects a supported third-party system through an approved integration, certain contact or activity data may flow automatically according to the integration configuration.

Complex migrations, historical conversation imports, data cleanup, custom field mapping, CRM limitations, third-party export limitations, special data work, or custom migration services may require a separate Service Order, Addendum, or Professional Services engagement.

Customer is responsible for ensuring that any data provided to Captivated is accurate, lawful, properly permissioned, and appropriate for import or processing through the Services.

Fees, Subscription Plans, Primary and Additional Site Licenses, Messaging Commitments, Optional Monthly Add-Ons, usage limits, included allowances, Text Lines, calendars, usage-based charges, Pro Services, Launch Support fees, and billing terms are defined in the applicable Order Form, Service Order, Addendum, or pricing materials, including those generated through Captivated's quoting tools.

Payment terms depend on the collection method stated in the applicable Order Form. Where payment is collected automatically by card or ACH, invoices are due on receipt and charged on the invoice date. Where Customer is invoiced for remittance, payment is due within thirty (30) days of the invoice date. Automatic collection is the default; remittance billing requires Captivated's approval.
Prepaid fees are non-refundable unless expressly stated otherwise in the applicable Order Form.

Prepaid-term discounts apply to the Subscription Plan amount, consisting of the Primary Site License and Messaging Commitment. Where the Order Form so provides, the same prepaid-term discount percentage also applies to eligible Optional Monthly Add-Ons for the duration of the committed term, which continue to be billed monthly and are not converted to prepaid charges. Operating Locations, Text Lines, usage-based charges, carrier and pass-through charges, taxes, Launch Support, and Pro Services are billed separately and do not receive the prepaid-term discount unless expressly stated otherwise.

Captivated may update pricing prospectively. A pricing change will not alter the base Subscription Plan fee or committed plan message rate during a fixed committed term unless expressly permitted by the Order Form. Updated pricing may apply when Customer adds a new service, location, line, quantity, or add-on; at renewal, subject to Section 14; or to month-to-month services after at least thirty (30) days' prior notice. Carrier, regulatory, network, registration, and similar pass-through charges remain subject to Section 7.

Pricing changes will not apply retroactively unless required by law, carrier rule, or regulatory requirement.

The initial Subscription term is the period stated in the applicable Order Form. The Order Form may establish a month-to-month term or a fixed committed term, including a twelve (12), twenty-four (24), or thirty-six (36) month term.

A month-to-month Subscription renews automatically for successive one-month periods unless either party gives at least thirty (30) days' prior written notice of non-renewal.

A fixed committed term remains in effect through its stated end date and may not be canceled, downgraded, or reduced during the term except as expressly permitted in the Order Form or approved by Captivated in writing.

At the end of a fixed committed term, the Subscription will convert to month-to-month service on the same Subscription Plan and then-current account configuration at Captivated's then-current pricing, unless, before the term end date, the Customer signs a replacement Order Form or other later-signed instrument extending or replacing the committed term at Captivated's then-current pricing. Any prepaid-term discount, including any discount applied to eligible Optional Monthly Add-Ons, ends when the fixed term ends.

Captivated will provide written notice at least sixty (60) days before the end of a fixed committed term, stating the term end date, what will change on conversion, and the month-to-month amount that will apply. Month-to-month pricing thereafter remains subject to at least thirty (30) days' advance notice of any material price change.

Either party may give at least thirty (30) days' prior written notice before the end of a committed term to end the Subscription rather than convert it.

An existing month-to-month Customer may convert to an available committed term through a replacement Order Form or another later-signed instrument containing express supersession language.

Optional Monthly Add-Ons may include, without limitation, NPS and review collection, Live Chat, Secure Chat, Team Chat, Announcements, Virtual Door Knock, Text to Locate, automations and workflows, custom forms, custom fields, booking and scheduling, Express Pay, API access and CRM integrations, additional local Text Lines, toll-free Text Lines, contact import assistance, or other optional services identified in an Order Form, Service Order, Addendum, or pricing schedule.

Where an Optional Monthly Add-On is priced per unit, the monthly charge equals the activated quantity multiplied by the applicable unit price. Units may include each API connector, custom form, connected calendar, payout destination, Operating Location, Text Line, or other unit identified in an Order Form or pricing schedule. Adding users does not, by itself, create an additional unit charge.

Certain Optional Monthly Add-Ons are priced on a base-plus-increment basis, where a stated amount covers the first enabled Operating Location and a further stated amount applies to each additional enabled Operating Location.

Optional Monthly Add-Ons selected during public self-service signup are included in the signed Order Form and may be activated during launch. A promotional discount equal to one hundred percent (100%) of eligible Optional Monthly Add-On charges applies for the first thirty (30) days beginning on the Order Form execution date. Paid billing for those items begins on the specific date disclosed in the Order Form. Unless an Optional Monthly Add-On is adjusted or removed through the Launch Review process before that first paid billing date, it will continue at the recurring price and quantity shown in the Order Form.

Activated Optional Monthly Add-Ons are billed monthly and may require setup, review, provisioning, configuration, or third-party approval.

Customer may request upgrades to its Subscription Plan, changes to its Messaging Commitment, Optional Monthly Add-Ons, additional Text Lines, integrations, workflows, or usage-based capacity at any time, subject to Captivated review, approval, applicable pricing, carrier requirements, operational feasibility, and any configuration or implementation requirements.

Subscription Plan downgrades, Messaging Commitment reductions, Optional Monthly Add-On removals, usage-based add-on reductions, Text Line removals, Operating Location removals, or other account restructuring requests require at least thirty (30) days' prior notice and are subject to Captivated's review and approval. Approved downgrades or reductions will take effect at the next applicable billing cycle unless otherwise agreed in writing.

Initial Option Review Exception. Notwithstanding the general notice requirements above, an Optional Monthly Add-On included at no additional charge during the initial thirty (30) day period described in Section 15 may be removed or reduced through the Launch Review process before its first paid billing date as stated in the Order Form. Such a removal or reduction generates no charge and is not subject to any otherwise-applicable removal notice period. After the first paid billing date, the standard notice and approval requirements apply.

Subscription Plan downgrades are limited to one downgrade in any six-month period unless otherwise approved by Captivated in writing. For fixed-term or prepaid Subscriptions, the base Subscription Plan and any committed quantities, minimums, or components specified in the Order Form may not be downgraded, removed, or reduced during the term unless expressly approved by Captivated in writing.

Captivated may complete minor administrative changes without charge at its discretion. Approved account restructuring, subscription reconfiguration, data assistance, or other administrative changes requiring Captivated personnel may be billed at the then-current published Launch Team rate stated in the applicable pricing schedule. Billable work is performed only after Captivated discloses the anticipated scope or estimated effort and obtains Customer approval, and will not exceed an approved estimate without further approval.

Upon an approved change, included usage, applicable term-based pricing, Additional Usage rates, committed quantities, rate locks, and other plan-based economics may be recalculated based on the updated Subscription Plan, selected Services, and then-current pricing rules.

Unless an applicable Order Form expressly states otherwise, each Public-Facing Brand requires its own Subscription because each brand may require separate carrier registration, campaign approval, compliance review, or messaging identity. Message bundles may be shared across properly licensed Operating Locations within one Public-Facing Brand and Payee Group, but may not be pooled across different Public-Facing Brands.

The first Operating Location is included in the Primary Site License. Each Operating Location beyond the first is licensed as an Additional Site License at the graduated rate stated in the applicable Order Form or pricing schedule. Starter is a single-location plan. Multiple Operating Locations require Engage or a higher Subscription Plan unless Captivated approves a different structure in writing.

For affiliated or commonly billed Subscriptions within one Payee Group, Operating Locations will be aggregated for purposes of applying the graduated location-pricing ladder stated in the applicable Order Form or pricing schedule. Each Public-Facing Brand retains its own Subscription, Primary Site License, and Messaging Commitment.

If an acquisition, divestiture, rebrand, or restructuring changes the number of Public-Facing Brands or Operating Locations, Captivated may update the account structure through an Order Form, Service Order, or Addendum. A location-pricing band expressly committed for a fixed term will remain in effect through that term and may be repriced at renewal unless the parties agree otherwise in writing.

Customer may not share, pool, extend, or reuse a license across unlicensed Operating Locations or Public-Facing Brands. Use of the Services by an unlicensed location or brand constitutes a material breach of these Terms.

An unlimited number of users and teams may access the Services within a properly licensed account structure unless otherwise stated in the Order Form. Adding or removing users does not, by itself, affect billing.

Text Lines are communication paths and do not create a license for an additional Operating Location or Public-Facing Brand.

The number of included local Text Lines varies by Subscription Plan and is stated in the applicable Order Form or pricing schedule. Additional-line volume pricing applies only after the included Text Lines. Under Captivated’s current published schedule, the first ten (10) additional local Text Lines are $4 each per month, additional local Text Lines eleven (11) through twenty (20) are $3 each per month, and each additional local Text Line above twenty (20) is $2 per month. Toll-free Text Lines are $10 each per month. The applicable Order Form or then-current published pricing schedule controls if these rates change.

Captivated may require review, approval, carrier registration, toll-free verification, campaign approval, brand review, or other provisioning steps before activating a local or toll-free Text Line.

If a requested Text Line is used for a separate Operating Location or Public-Facing Brand, additional licensing, campaign registration, carrier approval, and billing may apply. Customer may not use additional Text Lines to avoid location, brand, campaign, or licensing requirements.

Additional Operating Locations or Public-Facing Brands added during the term will be billed at the applicable rate stated in the Order Form, Service Order, Addendum, published pricing, or rate schedule in effect when added. Additional Operating Locations are billed at the published graduated rate and do not receive the prepaid-term discount.

For Subscriptions with twelve (12), twenty-four (24), or thirty-six (36) month terms, the base Subscription Plan fee and committed plan message rate are fixed for the committed term, subject to the applicable Order Form. Where the Order Form so provides, both the published price and the prepaid-term discount applicable to eligible Optional Monthly Add-Ons are fixed for the committed term, so that the net monthly amount payable for those items does not change during the term. Separately billed Operating Locations, Text Lines, newly added quantities, usage-based Services other than additional messages, and carrier or pass-through charges are not rate-locked unless the Order Form expressly states otherwise.

Captivated reserves the right to verify compliance with licensing requirements and may invoice retroactively for unlicensed usage.

Certain Services may include booking, appointment scheduling, or calendar-based functionality that relies on third-party integrations. Such Services may be billed based on the number of connected calendars, scheduling resources, or other account configuration, regardless of the number of users accessing the Services.

For fixed-term Subscriptions, any committed quantity of billable calendars specified in the Order Form may not be reduced during the term unless otherwise agreed in writing. Additional calendars or scheduling resources may be added and billed accordingly. Reductions may occur only upon renewal unless otherwise agreed in writing.

Certain Services may include API access, CRM integrations, or connections with third-party systems. API Connectors may be billed per connected system, database, or other approved connector as stated in the applicable Order Form or pricing schedule.

Customer acknowledges that third-party integrations may depend on third-party APIs, authentication, rate limits, permissions, data availability, Customer configuration, and third-party service availability. Captivated is not responsible for failures, limitations, downtime, or changes caused by third-party systems.

Complex integrations, custom integration work, custom field mapping, workflow design, advanced automation, or special data handling may require a separate Service Order, Addendum, or Professional Services engagement.

Certain Services may include Express Pay, which enables 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 the underlying payment providers.

Express Pay is an Optional Monthly Add-On billed per activated payout destination at the rate stated in the applicable Order Form or pricing schedule, in addition to transaction-processing fees and any third-party charges. Each account or other destination that settles funds separately constitutes a separate billable unit. Multiple Operating Locations may share a single payout destination where supported by the payment provider and approved during configuration.

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.

If Customer operates as part of a franchise system, cooperative, private equity portfolio, affiliated group, multi-location organization, or acquired-company structure, each franchisee, operator, Public-Facing Brand, or affiliated entity may constitute a separate Customer or Subscription unless expressly stated otherwise in an Order Form, Service Order, or Addendum.

Captivated has no responsibility for incentives, subsidies, reimbursements, internal chargebacks, or arrangements among franchisors, franchisees, parent companies, subsidiaries, affiliates, or acquired entities. Each Customer remains solely responsible for its own use of the Services, billing, compliance, and obligations unless otherwise stated in writing.

Customer data is retained for the duration of an active Subscription, including any period of Archive Access under Section 26.

Following termination of all active Services, including Archive Access, Captivated will retain available Customer conversation data for ninety (90) days in accordance with Captivated's then-current Data Retention Policy, which is incorporated by reference and published at captivated.works/data-retention. During that period, Customer may request a commercially reasonable export of available Customer data. Export assistance beyond standard functionality may be billable as Pro Services.

Cancellation requires the notice period stated in Section 14. The ninety (90) day retention period begins on the termination date, not on the date notice is given.

After the retention period, Captivated may permanently delete or de-identify Customer conversation data without further obligation, subject to legal holds, backup rotation cycles, security requirements, contractual obligations, and applicable law.

Business records — including invoices, signed Order Forms, Service Orders and Addenda, carrier brand and campaign registration records, and consent and opt-out records — are retained on their own schedules as described in the Data Retention Policy and are not deleted on the conversation-data schedule.

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 before termination. To the extent message export functionality is limited or unavailable for certain Channels, Customer acknowledges and accepts those limitations.

Archive Access means a Primary Site License maintained after active messaging Service ends, to preserve authorized access to historical Customer conversations and account records.

Archive Access is billed monthly at the then-current Primary Site License price stated in the published pricing schedule. It includes no active local or toll-free Text Lines and does not permit outbound or inbound customer messaging. Optional Monthly Add-Ons are not included in Archive Access; any that Customer elects to retain remain active and are billed separately at their applicable rates.

While Archive Access remains active, the retention period described in Section 25 does not begin. That period begins when Archive Access is canceled or terminated.

Archive Access is subject to the notice requirements of Section 14 and may be canceled by either party on the same basis as a month-to-month Subscription.

Customer will not misuse the Services or use them for unlawful purposes, including sending unsolicited messages or spam, impersonation, fraud, misleading communications, unlawful marketing, 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 if it reasonably believes Customer is violating these Terms, applicable law, carrier policies, payment rules, or third-party requirements, or if required by a carrier, network provider, regulator, or law enforcement.

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 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.

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 that feedback for any purpose without obligation.

Captivated provides support via in-app chat, email, text, and other channels as described in Customer’s Subscription 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 depend on carriers, networks, recipient devices, internet connectivity, and third-party services outside Captivated’s control.

Captivated may verify Customer’s compliance with these Terms, including licensing, location structure, Text Line usage, and usage limits, in a manner that does not unreasonably disrupt Customer operations.

Captivated may suspend access for non-payment, suspected misuse, material breach, unlicensed usage, security concerns, or if required by carriers, network providers, payment providers, regulators, or law enforcement. Captivated will use commercially reasonable efforts to provide notice before suspension when practicable.

Customer shall indemnify, defend, and hold harmless Captivated and its affiliates, officers, directors, employees, and agents from 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, carrier enforcement, scheduling outcomes, AI-generated outputs, or payment activity.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or relating to the Agreement, whether in contract, tort, or otherwise, even if advised of the possibility of such damages.

Captivated's total aggregate liability arising out of or relating to the Agreement will not exceed the Eligible License Fees paid or payable and attributable to the twelve (12) months immediately preceding the event giving rise to the claim, for the Primary Site License and Operating Locations materially affected by that event, whether such fees were billed monthly or prepaid as part of a committed term. If the affected Services have been active for fewer than twelve (12) months, the limitation will equal the Eligible License Fees attributable to the period from activation through the date of the event giving rise to the claim.

"Eligible License Fees" means recurring Primary Site License, Messaging Commitment, and Operating Location license charges attributable to the affected Operating Locations, after applicable discounts. Eligible License Fees exclude charges attributable solely to unaffected Operating Locations, Optional Monthly Add-Ons, metered usage and overages, carrier and pass-through charges, Text Lines, Launch Support, Pro Services, taxes, payment-processing charges, credits, and refunds.

Where an event materially affects a shared subscription-level Service and its impact cannot reasonably be allocated to particular Operating Locations, all Operating Locations materially using that affected Service may be included in the calculation.

A prepayment covering more than twelve (12) months does not increase the limitation beyond the twelve-month amount calculated above.

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, third-party service outages, and power failures.

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.

Customer notices will be sent to the email address on file or through the Services.

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.

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.

The Agreement consists of these Terms & Conditions, the applicable Order Form, any signed Service Order, Addendum, or Statement of Work, and the policies incorporated by reference, and constitutes the entire agreement between the parties with respect to its subject matter.

If signed documents conflict, the later-executed Order Form, Service Order, Addendum, or Statement of Work controls solely with respect to the Services, quantities, pricing, or subject matter it expressly modifies. In all other respects the remaining agreement documents continue in effect. Where no later-signed document addresses the matter in question, the following order of precedence applies: signed Order Form; signed Service Order or Addendum; signed Statement of Work; these Terms & Conditions; and incorporated policies.

Captivated may update these Terms & Conditions from time to time. Notice of revisions will be provided by reasonable means, which may include in-app notification, email, or a posted summary of changes. Continued use of the Services following the effective date of an update constitutes acceptance of the updated Terms.

Captivated may suspend access for non-payment, suspected misuse, material breach, unlicensed usage, security concerns, or if required by carriers, network providers, payment providers, regulators, or law enforcement. Captivated will use commercially reasonable efforts to provide notice before suspension when practicable.