Manito Marketing LLC — Terms of Service

Effective Date: October 23, 2026 · Last Updated: October 23, 2026

These Terms of Service (the "Terms") are a binding agreement between Manito Marketing LLC, a Washington limited liability company ("Manito Marketing," "we," "us," or "our"), and the business that buys or uses our services ("Client," "you," or "your").

You accept these Terms when you sign an Order Form, pay an invoice, check an acceptance box, or use our services, whichever happens first. If you are accepting on behalf of a company, you confirm that you have authority to bind that company.

Our services are for businesses only. They are not offered to consumers for personal, family, or household use.

Please read Section 16 carefully. It requires most disputes to be resolved by binding individual arbitration instead of in court, and it waives jury trials and class actions.

1. Definitions

These words have the meanings below wherever they appear in these Terms, capitalized or not.

Term	Meaning
Ad Spend	Money paid to advertising platforms (such as Google, Meta, or Local Services Ads) to run your ads. Ad Spend is separate from our fees.
AI Agent	Any voice agent, chatbot, text responder, or other automated system we configure that uses artificial intelligence to talk with your End Users.
AI Output	Anything an AI Agent or AI tool produces, including spoken responses, chat messages, texts, scripts, summaries, and written or visual content.
AI Services	Our services that use artificial intelligence, including AI Agents, AI-assisted content, and AI-driven lead follow-up.
Business Day	Monday through Friday, excluding U.S. federal holidays.
Client Content	Logos, photos, text, videos, brand materials, and other content you give us.
Client Data	Information about your business, customers, leads, and End Users that you give us or that our systems collect for you, including contact details, call recordings, transcripts, and chat logs.
Communication Laws	All laws and rules that apply to calls, texts, emails, and recordings, including those listed in Section 10.
Deliverables	Work we create specifically for you under an Order Form, such as website pages, ad copy, or graphics.
End User	Anyone who interacts with your business through our Services, such as callers, website visitors, leads, and customers.
Manito Materials	Everything we owned or developed before or apart from our work for you, including our templates, workflows, prompts, scripts, snapshots, automations, and know-how, plus any improvements to them.
Order Form	A proposal, quote, invoice, online checkout, or other document that lists the Services you bought, their prices, and their term.
Services	Everything we provide to you, including AI Services, marketing automation, CRM setup, websites, SEO, advertising management, and support.
Setup Fee	A one-time fee for onboarding, building, and configuring your Services.
Monthly Fee	The recurring fee for ongoing Services, billed each month.
Third-Party Services	Software and platforms we do not own that the Services rely on, such as GoHighLevel, Twilio, OpenAI, Google, Meta, and Stripe.
Training Data	Information you give us to configure, instruct, or train an AI Agent, such as FAQs, pricing, service lists, business hours, policies, and scripts.
Usage Fees	Charges that depend on how much you use, such as AI call minutes, text messages, phone numbers, and email sends.

2. Our Services

2.1 What we provide. Manito Marketing provides AI voice agents, AI chatbots, marketing automation, and related digital marketing services for local businesses. Your Order Form lists the specific Services you bought. Services may include:

AI voice agents that answer calls, book appointments, and capture lead details
AI chatbots and text responders for your website and messaging channels
Speed-to-lead, follow-up, and nurture automations
CRM and pipeline setup, mainly on GoHighLevel
Text and email campaigns, including reactivation campaigns to past customers
Paid advertising management, SEO, websites, and social media support

2.2 Order Forms control the details. If an Order Form conflicts with these Terms, the Order Form controls for that order only, unless it says otherwise.

2.3 Changes in scope. Work outside your Order Form is extra. We will quote it before starting. Nothing extra is billed without your written approval, and email counts as written.

2.4 Improving the Services. We may update, replace, or improve tools, workflows, and AI models over time. We will not make a change that materially reduces the core Services you paid for without notice.

2.5 No guaranteed results. We work hard to grow your business, but we do not guarantee any specific number of leads, calls, appointments, sales, search rankings, or return on ad spend. Any projections, case studies, or examples we share are estimates, not promises.

3. AI Services: How They Work and Their Limitations

3.1 AI makes mistakes. AI Agents predict responses based on patterns. They can misunderstand callers, mishear names or numbers, give incomplete or wrong answers, or state things that are not true (sometimes called "hallucinations"). Accents, background noise, poor connections, and unusual questions make errors more likely. You understand that no AI system is error-free.

3.2 AI is not a replacement for your judgment. AI Agents are tools to support your team, not to replace it. You are responsible for reviewing AI Output that matters to your business, such as quotes, appointment details, and any commitments made to customers.

3.3 No emergency use. AI Agents must never be used to handle emergencies or as a substitute for 911. Your AI Agent will direct callers with emergencies to call 911 or another appropriate service. You must keep a way for urgent matters to reach a human.

3.4 No professional advice. AI Agents must not be used to give medical, legal, financial, tax, or other licensed professional advice. If your business works in one of these fields, the AI Agent will be limited to scheduling, intake, and general information that you approve.

3.5 AI Agents only know what they are told. An AI Agent relies on the Training Data you provide. If your prices, hours, services, or policies change and you don't tell us, the AI Agent will keep sharing the old information. See Section 4.

3.6 AI disclosure. We configure AI Agents to identify themselves as automated or AI-powered where the law requires it, and we recommend doing so in all cases. You agree not to ask us to make an AI Agent claim to be a human.

3.7 Changes by AI providers. Our AI Services run on models and platforms from third parties. Those providers may change how their models behave, what they cost, or what they allow. We will adjust your setup in good faith when that happens, but we are not responsible for changes we don't control.

3.8 Testing before launch. Before an AI Agent goes live, we will give you a chance to test it and approve its scripts and behavior. Launching the AI Agent means you approved it as configured. You can ask for changes at any time after launch.

4. Client Responsibilities and AI Training Data

4.1 Accurate Training Data. You will give us complete, accurate, and current Training Data. This includes your services, pricing, hours, service areas, booking rules, policies, and answers to common questions.

4.2 Keeping it current. You will tell us in writing about any change that affects what an AI Agent says, such as new prices, holiday hours, or discontinued services. We will update the AI Agent within 3 Business Days of receiving the change. You are responsible for anything an AI Agent says based on outdated information you did not update.

4.3 Your right to share the data. You confirm that you own or have permission to use all Training Data, Client Content, and Client Data you give us, and that our use of it to provide the Services will not violate anyone's rights or any law.

4.4 Sensitive information. Unless we agree otherwise in a signed writing, you will not give us, or configure the Services to collect:

Protected health information covered by HIPAA
Full payment card numbers, bank account numbers, or Social Security numbers
Information about children under 13
Any other information a law requires special handling for

Manito Marketing is not a HIPAA business associate and does not sign business associate agreements unless agreed in a separate signed contract.

4.5 Reviewing content. You will review and approve scripts, ad copy, website content, and campaign messages before they go live. Your approval means you confirm the content is accurate and lawful for your business.

4.6 Access and cooperation. You will give us timely access to the accounts, logins, and information we need, such as your ad accounts, domain, phone carrier, and Google Business Profile. Delays on your side may delay delivery, and fees still apply during the delay.

4.7 Responding to leads. The Services can generate and route leads, but you are responsible for answering, following up with, and serving your customers.

4.8 Acceptable use. You will not use the Services to:

Break any law, including the Communication Laws in Section 10
Send spam or contact people who have not given the required consent
Mislead, harass, or deceive anyone, including by having an AI Agent pretend to be a human
Promote illegal products or services
Infringe anyone's intellectual property or privacy rights
Copy, resell, or reverse engineer our Manito Materials

5. Fees, Billing, and Payment Terms

5.1 Types of fees. Your Order Form lists your fees. They may include:

Fee	When it's charged
Setup Fee	Once, before work begins
Monthly Fee	In advance, on the same date each month, starting on your start date
Usage Fees	Monthly in arrears, based on actual usage, or as listed in your Order Form
Extra work	As quoted and approved in writing

5.2 Automatic billing. You authorize us to charge your card or bank account on file for all fees when due, including recurring Monthly Fees, until your Services end under Section 12. You will keep valid payment details on file.

5.3 Ad Spend is separate. Ad Spend is not included in our fees unless your Order Form says so. You pay Ad Spend directly to the advertising platforms, and their terms and refund rules apply.

5.4 Usage Fees. AI call minutes, text messages, phone numbers, and similar items cost money from our providers. If your usage goes above what your plan includes, we will bill the overage at the rates in your Order Form. We will tell you before making any change to these rates.

5.5 Late payments. Payments not received within 10 days of the due date are late. Late amounts accrue interest at 1% per month or the highest rate allowed by law, whichever is lower. If a payment is more than 15 days late, we may pause the Services, including AI Agents and campaigns, after giving you at least 5 days' notice by email. Fees continue during a pause caused by nonpayment.

5.6 Collection costs. If we have to take action to collect unpaid amounts, you will pay our reasonable costs of collection, including attorney's fees.

5.7 Price changes. We may change our prices with at least 30 days' written notice. The new price applies starting with your next billing cycle after the notice period. Prices locked by a signed Order Form will not change during that term.

5.8 Promotional pricing. If we waive a Setup Fee or offer a discount for a limited time, the regular price applies when the promotion ends, as stated in your Order Form.

5.9 Taxes. Our fees do not include taxes. You are responsible for any sales, use, or similar taxes on the Services, other than taxes on our income.

5.10 Billing disputes. If you believe a charge is wrong, tell us in writing within 30 days of the charge. We will work with you in good faith to resolve it. Please contact us before filing a chargeback with your bank.

6. Refund Policy

6.1 Setup Fees. You can cancel and get a full refund of your Setup Fee if you tell us in writing within 3 Business Days of paying and before we start work. After that, Setup Fees are non-refundable because they cover time and resources we have already committed.

6.2 Monthly Fees. Monthly Fees are non-refundable and are not prorated. If you cancel mid-month, your Services continue until the end of the paid billing period.

6.3 Usage Fees and Ad Spend. Usage Fees are non-refundable once incurred. We cannot refund Ad Spend; any refund of Ad Spend must come from the advertising platform under its own rules.

6.4 When we will refund. If we fail to deliver a Service described in your Order Form, and we do not fix the problem within 30 days after you notify us in writing, you may end that Service and we will refund any prepaid fees for the undelivered portion.

6.5 Refunds after termination. If we end your Services without cause under Section 12.3, we will refund any prepaid Monthly Fees for the period after termination.

6.6 How refunds are paid. Approved refunds are paid to the original payment method within 14 days.

7. Third-Party Platforms and Integrations

7.1 We rely on other platforms. Our Services are built on Third-Party Services. Examples include GoHighLevel (CRM and automation), Twilio and phone carriers (calls and texts), OpenAI and other AI model providers, Google and Meta (advertising and listings), and Stripe (payments).

7.2 Their terms apply. Your use of the Services is also subject to the terms and policies of those Third-Party Services. You agree to follow them. Where a platform requires you to accept its terms directly, you are responsible for doing so.

7.3 What we don't control. We do not control Third-Party Services and are not responsible for:

Their outages, slowdowns, bugs, or data loss
Changes to their features, pricing, or policies
Account suspensions, ad disapprovals, or text message filtering by carriers
Their security practices or data breaches

We will help you work through these issues in good faith, but they are not a breach of these Terms by us.

7.4 Pass-through costs. If a Third-Party Service raises its prices or adds new fees that affect your Services, we may pass the increase on to you with 30 days' notice.

7.5 Text message registration. Business texting in the U.S. requires carrier registration, called A2P 10DLC. To register, you must give us your accurate legal business name, EIN, address, website, and description of how you collect consent. Carriers decide whether to approve registration. We cannot guarantee approval or a timeline, and texts may be blocked until approval is complete.

7.6 Account ownership. Ad accounts, Google Business Profiles, domains, and similar accounts should be held in your name when possible, with us added as a manager. Accounts we create inside our own GoHighLevel agency account, including your sub-account, remain part of our platform. Section 12.6 explains what you get when Services end.

7.7 Phone numbers. Phone numbers we provision for you are held through our provider accounts. If you leave, we will help you port eligible numbers to your own carrier, as described in Section 12.6.

8. Intellectual Property

8.1 What you own. You keep all ownership of your Client Content, Client Data, Training Data, trademarks, and business information. Nothing in these Terms transfers them to us.

8.2 Your license to us. You give us a non-exclusive, royalty-free license to use, copy, and modify your Client Content, Client Data, and Training Data only as needed to provide and support the Services. This license ends when the Services end, except as needed to meet legal obligations or complete the steps in Section 12.6.

8.3 What we own. We own all Manito Materials. This includes our AI Agent configurations, prompts, conversation flows, scripts, workflows, automations, GoHighLevel snapshots, templates, and methods, along with any improvements we make while working with you. Building something for you does not transfer ownership of the Manito Materials inside it.

8.4 Your license to Manito Materials. While your Services are active and your account is paid, you may use the Manito Materials included in your Services for your own business. You may not copy, resell, share, or reuse them for anyone else, or use them to build a competing service.

8.5 Deliverables. Once you have paid in full for them, you own the custom Deliverables we create specifically for you, such as your website copy, ad creative, logos, and graphics. Your ownership does not include any Manito Materials, stock assets, or third-party components inside them. Those remain owned by us or their licensors, and you get a license to keep using them as part of the Deliverable.

8.6 AI Output. As between you and us, AI Output created for your business is yours to use, subject to Section 8.3. However, the law on ownership of AI-generated content is still developing. We do not promise that AI Output can be copyrighted, is unique, or is free from similarity to content generated for others.

8.7 Aggregated data. We may use anonymous, aggregated information about how the Services perform, such as average call lengths or booking rates across clients, to improve our Services. This information will never identify you or your End Users.

8.8 Feedback. If you give us suggestions or feedback, we may use them freely without any obligation to you.

8.9 Portfolio and references. We may list your business name and logo as a client and describe our work in general terms. We will not share your Client Data or specific results without your permission. You can opt out at any time by emailing us.

9. Data Privacy and Security

9.1 Our roles. For Client Data about your End Users, you decide what is collected and why, and we process it on your behalf to provide the Services. We will use Client Data only to provide, support, and improve the Services for you, and as required by law. We do not sell Client Data.

9.2 Privacy Policy. Our Privacy Policy at www.manitomarketing.com/privacy-policy explains how we handle personal information. It is part of these Terms.

9.3 Your privacy duties. You are responsible for:

Posting a privacy policy on your website that tells End Users how their information is collected and used, including by AI tools and service providers like us
Getting any consents the law requires before we collect or use End User information for you
Responding to End User requests to access, correct, or delete their information. We will help you with requests that involve data in our systems.

9.4 Call recordings and transcripts. AI voice agents may record and transcribe calls so they can work and so you can review them. Washington and several other states require the consent of everyone on a call before it is recorded. We configure AI voice agents to announce at the start of each call that it may be recorded. You agree not to ask us to remove that announcement, and you are responsible for recording notices on any calls your own team makes or transfers.

9.5 Security. We use reasonable administrative, technical, and physical safeguards to protect Client Data. These include limiting access to people who need it, using multi-factor authentication on our accounts, and relying on Third-Party Services that encrypt data. No system is completely secure, and we cannot guarantee that Client Data will never be accessed without permission.

9.6 Your account security. You are responsible for keeping your logins secure, limiting access to your team, and telling us right away if you suspect unauthorized access.

9.7 Data breaches. If we confirm that Client Data in our control was accessed without authorization, we will notify you without unreasonable delay, and no later than 72 hours after confirming it. We will share what we know and help you meet any notice duties you have to your End Users or regulators.

9.8 Service providers. We share Client Data with Third-Party Services only as needed to provide the Services. We choose providers we reasonably believe protect data appropriately. A current list of our main providers is available on request.

9.9 Data retention. We keep Client Data while your Services are active. After your Services end, we follow the export and deletion steps in Section 12.6. Backups and records we must keep by law may be kept longer, but they stay protected under these Terms.

9.10 AI training. We will not use your Client Data or Training Data to train AI models that serve other clients. Our AI providers' business terms generally do not allow them to train on data sent through their business services, but their own terms control how they handle data.

10. Telephone, Text, and Communication Compliance

10.1 You are the sender. Calls, texts, and emails sent through the Services for your business are sent on your behalf and in your business's name. You are the "caller" or "sender" under the law, and you are responsible for making sure every campaign complies with the Communication Laws.

10.2 Laws that apply. The Communication Laws include, as they apply and as amended:

The Telephone Consumer Protection Act (TCPA) and FCC rules
The FTC's Telemarketing Sales Rule and the National Do Not Call Registry
The CAN-SPAM Act for email
Washington's Commercial Electronic Mail Act (RCW 19.190), which covers commercial text messages
Washington's telephone solicitation and automatic dialing laws (RCW 80.36)
Washington's privacy and recording law (RCW 9.73)
State AI disclosure, voice and likeness, and chatbot laws, including Washington laws taking effect in 2027
Similar laws in every state where your End Users live
Carrier rules, including CTIA messaging guidelines and A2P 10DLC requirements

10.3 AI voices count as artificial voices. The FCC has ruled that AI-generated voices are "artificial" voices under the TCPA. That means outbound calls using an AI voice agent generally require the recipient's prior express consent, and marketing calls require prior express written consent. AI voice agents that only answer inbound calls are treated differently, but disclosure and recording rules still apply.

10.4 Consent is your job. Before we send any marketing call or text for you, you must have the consent the law requires from each recipient. You must:

Collect consent through clear opt-in language that names your business
Keep records showing when and how each person consented, for at least 5 years
Never upload purchased, rented, or scraped contact lists
Give us only contacts who have consented or with whom you have a lawful relationship

If you upload a list for a reactivation or other campaign, you confirm that every contact on it may lawfully be contacted for that purpose.

10.5 Opt-outs. Every marketing text will include a way to opt out, such as "Reply STOP to unsubscribe." The Services process opt-outs automatically. You will honor every opt-out request you receive through any channel, including by phone or in person, and tell us right away so we can update your systems.

10.6 Quiet hours and frequency. Marketing calls and texts will only be sent between 8 a.m. and 8 p.m. in the recipient's local time zone, or a narrower window if a law requires it. Message frequency will match what you disclosed when collecting consent.

10.7 No impersonation. You will not ask us to clone or imitate the voice of any real person without that person's written permission, or to have an AI Agent claim to be a specific real person.

10.8 Our right to pause. If we reasonably believe a campaign may violate the Communication Laws or carrier rules, we may pause or refuse to send it until the issue is fixed. We will tell you why. Pausing for this reason is not a breach by us.

10.9 Not legal advice. We may share best practices, but we are not lawyers and nothing we provide is legal advice. You should talk to your own attorney about whether your campaigns comply with the law.

11. Service Levels and Uptime

11.1 Uptime target. We aim for the parts of the Services we control, such as AI Agent configurations, workflows, and integrations we build, to be available 99.5% of the time each calendar month.

11.2 What doesn't count as downtime. The uptime target does not cover:

Outages or slowdowns of Third-Party Services, such as GoHighLevel, phone carriers, or AI model providers
Scheduled maintenance. We will give at least 24 hours' notice when possible and schedule it outside business hours when we can.
Problems caused by you, your team, your equipment, your internet, or your other vendors
Carrier filtering or blocking of messages
Pauses under Sections 5.5 or 10.8
Events described in Section 17.4 (force majeure)

11.3 Support hours. Support is available Monday through Friday, 9 a.m. to 5 p.m. Pacific Time, excluding U.S. federal holidays, by email at [email protected].

11.4 Response times. We will respond to support requests within these times:

Priority	Example	First response
Critical	AI voice agent not answering calls, all automations down	4 business hours
High	A key workflow or integration failing	1 Business Day
Normal	Script updates, content changes, questions	2 Business Days

A response means we have acknowledged the issue and started working on it. Fix times depend on the issue and on Third-Party Services.

11.5 Service credits. If Services we control fall below 99.5% availability in a month because of our fault, you may request a credit of 5% of that month's Monthly Fee for each full 1% below the target, up to 25% of that month's Monthly Fee. You must request the credit in writing within 30 days after the end of the affected month. Credits apply to future invoices and have no cash value.

11.6 Sole remedy. Service credits are your only remedy for missing the uptime target, unless the failure also allows you to terminate under Section 12.4.

11.7 Backup plan. Because no system is always available, you should keep a backup way to receive calls and leads, such as call forwarding to a staff phone or voicemail.

12. Term and Termination

12.1 Term. These Terms start when you accept them and continue as long as any Services are active. Unless your Order Form sets a minimum term, Services renew automatically month to month.

12.2 Your right to cancel. You may cancel any Service by giving us at least 30 days' written notice by email. Services continue, and fees apply, through the end of the billing period in which the notice period ends. If your Order Form includes a minimum term, the Monthly Fees for the rest of that term are still owed if you cancel early, unless the Order Form says otherwise.

12.3 Our right to end without cause. We may end any Service for any reason by giving you at least 30 days' written notice. If we do, we will refund prepaid fees as described in Section 6.5.

12.4 Termination for cause. Either of us may end these Terms or any Service if the other materially breaches them and does not fix the breach within 15 days after receiving written notice describing it.

12.5 Immediate suspension or termination. We may suspend or end the Services immediately, with notice, if:

You use the Services in a way we reasonably believe breaks the law, including the Communication Laws
A carrier, regulator, or Third-Party Service requires us to stop your campaigns or account
Your use creates a risk of harm to us, our other clients, or the public
Your payment is more than 30 days late
You are abusive or threatening toward our team

12.6 What happens when Services end.

Access to the Services, AI Agents, and automations stops at the end of the final paid period.
All unpaid fees become due right away.
For 30 days after the end date, you may request an export of your Client Data, such as contacts, call recordings, transcripts, and lead history, in standard formats like CSV. We will deliver it within 10 Business Days of your request at no extra charge.
We will help you port eligible phone numbers to your own carrier if you request it within 30 days. Carrier rules and porting fees apply.
You keep paid-for Deliverables under Section 8.5. Manito Materials, including our AI Agent configurations, workflows, and GoHighLevel snapshots, are not transferred unless you buy them under a separate written agreement.
We will remove our access to your accounts when you ask, and you should also remove our user access.
After the 30-day export window, we will delete Client Data from our active systems within 60 days, except data we must keep by law.

12.7 Sections that survive. Sections about fees owed, refunds, intellectual property, data privacy, communication compliance, disclaimers, limitation of liability, indemnification, dispute resolution, and general provisions continue after these Terms end.

13. Warranties and Disclaimers

13.1 Our promises. We promise to perform the Services in a professional and workmanlike way, consistent with generally accepted industry standards, and to comply with laws that apply to us as a service provider.

13.2 Your promises. You promise that your business is properly organized and in good standing, that the person accepting these Terms has authority to do so, and that you will use the Services lawfully.

13.3 Disclaimer. EXCEPT FOR THE PROMISES IN SECTION 13.1, THE SERVICES, AI AGENTS, AND AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT ALLOWED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.

13.4 In plain English. We do not promise that:

AI Agents will always be accurate, understand every caller, or never make mistakes
The Services will run without interruption or errors
You will get any particular number of leads, sales, rankings, or return on ad spend
Third-Party Services will keep working, stay the same, or keep your account active
Your campaigns will be approved by carriers or advertising platforms

14. Limitation of Liability

14.1 No indirect damages. TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER OF US WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, EVEN IF WARNED THEY WERE POSSIBLE.

14.2 AI-specific losses. Without limiting Section 14.1, we are not liable for losses caused by:

Mistakes, wrong answers, or misunderstandings by an AI Agent, including wrong prices, appointment errors, or statements to End Users
Missed calls, missed messages, or leads that were not captured or followed up
AI Output that you approved or published, or that was based on Training Data you provided or failed to update
Failures, changes, or security incidents of Third-Party Services
Fines, penalties, or claims arising from your campaigns, your consent records, or your contact lists

14.3 Cap on liability. TO THE FULLEST EXTENT ALLOWED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES YOU PAID US IN THE 6 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM. Ad Spend and Usage Fees passed through to Third-Party Services do not count toward this amount.

14.4 Exceptions. The limits in this Section do not apply to:

Your obligation to pay fees owed
Either party's indemnification obligations under Section 15
Losses caused by a party's gross negligence, fraud, or willful misconduct
Your breach of Section 4.8 (acceptable use) or Section 10 (communication compliance)
Any liability that cannot be limited by law

14.5 Why these limits exist. Our prices reflect this division of risk. Without these limits, we could not offer the Services at these prices.

15. Indemnification

"Indemnify" means one party defends the other against a third-party claim and pays the resulting costs, including settlements, judgments, fines, and reasonable attorney's fees.

15.1 What you cover. You will indemnify Manito Marketing and its owners, employees, and contractors against any third-party claim, government action, or carrier penalty arising from:

Your Client Content, Client Data, or Training Data, including claims that it infringes someone's rights or was collected unlawfully
Calls, texts, or emails sent for your business, including claims under the TCPA or other Communication Laws, and any lack of consent or failure to honor opt-outs
Your products, services, pricing, or business practices
Your instructions to us or your changes to AI Agents, scripts, or campaigns
Your breach of these Terms or violation of law

15.2 What we cover. We will indemnify you against any third-party claim that Manito Materials, as we provided them and as you used them under these Terms, infringe that party's U.S. intellectual property rights. We will also indemnify you against third-party claims caused by our gross negligence or willful misconduct. This does not cover claims about AI Output generated by Third-Party Services, Client Content, or anything you modified or combined with other materials.

15.3 Infringement fix. If Manito Materials are or may become subject to an infringement claim, we may change them so they don't infringe, get you the right to keep using them, or end the affected Service and refund prepaid fees for it.

15.4 How it works. The party asking for protection must:

Notify the other party promptly in writing about the claim. A delay only matters if it actually harms the defense.
Let the other party control the defense and settlement. No settlement that admits fault or requires action by the protected party may be made without its written consent, which won't be unreasonably withheld.
Reasonably cooperate, at the indemnifying party's expense.

16. Dispute Resolution and Arbitration

16.1 Talk first. If a dispute comes up, the party raising it will send a written notice describing the problem and the outcome it wants. We will both try in good faith to resolve it informally for at least 30 days before starting arbitration.

16.2 Binding arbitration. Any dispute related to these Terms or the Services that is not resolved informally will be decided by binding arbitration, not in court. The arbitration will be run by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator. The Federal Arbitration Act governs this Section.

16.3 Location and format. Arbitration will take place in the Washington county where Manito Marketing has its principal place of business, unless we both agree on another location. Either party may ask that hearings be held by video or decided on written submissions.

16.4 Exceptions. Either party may:

Bring an individual claim in small claims court if it qualifies
Ask a court for an emergency order or injunction to protect intellectual property, confidential information, or Client Data, or to stop a violation of Section 4.8 or Section 10
Go to court to collect unpaid fees

16.5 No class actions. Disputes will be resolved only on an individual basis. Neither party may bring or join a class, collective, consolidated, or representative action against the other.

16.6 Jury trial waiver. TO THE EXTENT ANY DISPUTE GOES TO COURT, BOTH PARTIES WAIVE THE RIGHT TO A JURY TRIAL.

16.7 Costs. Each party pays its own attorney's fees, and AAA fees are split equally, unless the arbitrator decides otherwise. The arbitrator may award reasonable attorney's fees and costs to the prevailing party.

16.8 Confidentiality. The arbitration and its outcome will be kept confidential, except as needed to enforce the award or as required by law.

16.9 Time limit. Any claim must be brought within 1 year after the claim arises, or it is permanently barred, unless the law does not allow this time limit.

16.10 Governing law. Washington law governs these Terms, without regard to conflict-of-law rules. For any matter that goes to court under Section 16.4, both parties agree to the courts located in Washington State.

17. General Provisions

17.1 Entire agreement. These Terms, your Order Forms, and our Privacy Policy are the entire agreement between us about the Services. They replace any earlier discussions or proposals.

17.2 Changes to these Terms. We may update these Terms from time to time. For material changes, we will email you at least 30 days before they take effect. If you don't agree, you may cancel before the change takes effect without paying any minimum-term fees remaining. Continuing to use the Services after that date means you accept the new Terms.

17.3 Confidentiality. Each of us may receive non-public information from the other, such as pricing, customer lists, strategies, and processes. We will each keep that information confidential, use it only for this relationship, and protect it with reasonable care. This duty does not apply to information that is public through no fault of the receiving party, was already known to it, or is required to be disclosed by law. This duty lasts for 3 years after the Services end, and for as long as information remains a trade secret.

17.4 Force majeure. Neither of us is responsible for delays or failures caused by events beyond reasonable control. Examples include natural disasters, power or internet outages, cyberattacks, pandemics, government actions, labor disputes, and failures of Third-Party Services. This does not excuse payment obligations.

17.5 Independent contractors. We are independent businesses. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

17.6 Assignment. You may not transfer these Terms without our written consent. We may transfer them to a successor in a merger, acquisition, or sale of our business, with notice to you. We may use subcontractors, but we remain responsible for their work.

17.7 Notices. Notices to us must be sent by email to [email protected]. Notices to you will be sent to the email address on your account. Email notices are effective when sent, unless the sender receives a delivery failure.

17.8 Severability. If any part of these Terms is found unenforceable, it will be changed only as much as needed to make it enforceable, and the rest stays in effect. If the class action waiver in Section 16.5 is found unenforceable, the affected claim will proceed in court, not arbitration.

17.9 No waiver. If either of us doesn't enforce a right immediately, that right is not given up.

17.10 Electronic signatures. Accepting these Terms electronically, including by clicking, signing an online Order Form, or paying, is as binding as a handwritten signature.

17.11 Headings and examples. Headings, the "in plain English" summaries, and examples are for convenience. Words like "including" and "such as" mean "including without limitation."

18. Contact Information

Questions about these Terms can be sent to:

Manito Marketing LLC

443 W 28th Ave, Spokane, WA 99203

Email: [email protected]

Phone: (509) 309-8333

Website: www.manitomarketing.com

19. SMS Messaging Terms

These terms apply to anyone who gives us a mobile phone number through our website, including our website chat widget.

19.1 Consent. By entering your mobile number and checking the consent box, you agree to receive text messages from Manito Marketing LLC, including replies to your inquiry and marketing and promotional messages. Messages may be sent using automated technology. Consent is not a condition of purchase.

19.2 Frequency and cost. Message frequency varies. Message and data rates may apply.

19.3 Opt-out and help. Reply STOP to any message to unsubscribe. You will receive one final message confirming you have opted out. Reply HELP for help, or contact us at [email protected] or (509) 309-8333.

19.4 Carriers. Mobile carriers are not liable for delayed or undelivered messages.

19.5 Privacy. We do not share mobile information with third parties or affiliates for marketing or promotional purposes. See our Privacy Policy for details.