Terms of Service

Business Use Only. The Services are offered exclusively to businesses and business users. By using the Services, you represent and warrant that (a) you are acting on behalf of a business entity and not as an individual consumer, (b) you have authority to bind that entity to these Terms, and (c) you are at least 18 years of age. Consumer protection laws applicable to individual consumers do not apply to your use of the Services.

If you have executed a separate written agreement with LATTICE (including any Platform Services Agreement, Statement of Work, or Order Form), that agreement controls to the extent it conflicts with these Terms.

LATTICE provides a custom-coded white-label CRM and marketing automation platform, together with consultant services and management (collectively, the "Services"). The specific scope of Services — including platform configuration, automations, workflows, integrations, training, and support — is defined by the applicable order, proposal, or agreement between LATTICE and Client.

The Services are built upon and depend on third-party infrastructure, software, and service providers, which may include, without limitation: HighLevel (GoHighLevel), Twilio, Stripe, Intuit (QuickBooks Online), Zapier, Make, Google, OpenAI, Anthropic, and Apollo (collectively, "Third-Party Providers").

You acknowledge and agree that:

• the availability, functionality, and performance of the Services depend in part on Third-Party Providers;
• LATTICE does not control Third-Party Providers and is not responsible for their outages, errors, pricing changes, policy changes, or discontinuation of features;
• your use of certain features may be subject to the terms and acceptable use policies of the applicable Third-Party Providers, which you agree to comply with; and
• LATTICE may substitute, add, or remove Third-Party Providers at its discretion to maintain or improve the Services.

You are responsible for maintaining the confidentiality of account credentials and for all activity occurring under your account and subaccounts. You must promptly notify LATTICE of any unauthorized access. LATTICE is not liable for losses arising from unauthorized use of your credentials.

5.1 Fees. Fees consist of, as applicable: (a) one-time setup and build-out fees based on the scope of work and services; (b) recurring subscription fees for monthly platform access, including updates and platform support/maintenance, scaled to the scope of work, number of automations, and workflows deployed; and (c) usage-based pass-through charges (including SMS, email, voice, and AI credits), which vary by tier and will be disclosed before the final agreement is made.

5.2 Auto-Renewal. Monthly platform access automatically renews each billing cycle until terminated in accordance with Section 13. Usage-based credits may auto-recharge when balances fall below configured thresholds.

5.3 Refunds. All fees are non-refundable except as required by law. Refund requests are evaluated on a case-by-case basis in LATTICE's sole discretion. Approval of any refund does not obligate LATTICE to approve future refunds.

5.4 Failed and Late Payments. If payment fails or becomes past due, LATTICE may suspend access to the Services. Failed payments may result in revocation of the account, assets, workflows, automations, and conversation history if no communication is made by Client, unless otherwise disclosed or agreed in writing. Client is responsible for maintaining a valid payment method and current billing contact information.

5.5 Taxes. Fees are exclusive of taxes. Client is responsible for all applicable taxes other than taxes on LATTICE's net income.

6.1 Services Rendered. Client acknowledges that Services are rendered upon platform provisioning, configuration, and delivery of access, including build-out work performed prior to or upon account activation. Provisioning of the platform, subaccounts, snapshots, workflows, automations, or consulting time constitutes delivery of goods and services for all payment-dispute purposes.

6.2 Dispute Procedure. Client agrees to contact LATTICE at info@lattice.management and attempt good-faith resolution of any billing dispute before initiating a chargeback or payment dispute with any card issuer, bank, or payment processor.

6.3 Improper Chargebacks. Initiating a chargeback for Services that were provisioned or rendered constitutes a material breach of these Terms. LATTICE reserves the right to (a) suspend or terminate the account immediately, (b) recover the disputed amount, chargeback fees, and reasonable costs of collection, and (c) submit provisioning records, communications, and usage logs as evidence in any dispute.

7.1 Roles. Client's own customers, contacts, and leads ("End Users") may interact with the platform through forms, portals, calendars, messaging, and similar features. As between the parties, Client owns and controls all End User data and acts as the data controller; LATTICE processes End User data solely on Client's behalf and instructions as a service provider/processor.

7.2 Client Responsibilities. Client is solely responsible for (a) the accuracy and lawfulness of all data it and its End Users submit to the platform, (b) providing all legally required privacy notices to End Users, and (c) obtaining all consents required for the collection and communication activities Client performs through the platform.

7.3 Prohibited Data. The platform is not designed for the storage of Social Security numbers, financial account information, tax returns, or similar sensitive financial documents, and Client agrees not to upload or store such data on the platform. LATTICE recommends the use of dedicated third-party secure document storage for such materials. LATTICE has no liability for prohibited data uploaded in violation of this Section.

Use of any SMS, MMS, voice, or email functionality is conditioned on Client's execution of, and ongoing compliance with, the LATTICE Messaging Compliance Addendum, which is incorporated into these Terms by reference and is required for all Clients. Without limiting that Addendum, Client warrants that all contacts messaged through the platform have provided legally sufficient consent, and Client agrees to indemnify LATTICE against all claims arising from Client's messaging activities. LATTICE may suspend messaging functionality immediately upon any suspected violation or carrier compliance flag.

9.1 LATTICE Property. LATTICE and its licensors retain all right, title, and interest in and to the platform, snapshots, templates, custom code, workflows, automations, dashboards, training materials, documentation, and all related intellectual property ("LATTICE Materials"). LATTICE provides the Services and systems; no ownership of LATTICE Materials transfers to Client.

9.2 License. Subject to timely payment of all fees, LATTICE grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the platform and LATTICE Materials for Client's internal business purposes for so long as Client maintains an active, paid subscription.

9.3 Client Replication. Client may mirror, clone, or replicate workflows and automations within its own account for its own internal use, using its own expertise. This right does not include reselling, redistributing, or providing LATTICE Materials to third parties, and terminates upon termination of the subscription.

9.4 Client Content. Client retains ownership of its business data, End User data, and content it uploads. Client grants LATTICE a license to host, process, and display such content solely to provide the Services.

Client shall not: (a) use the Services for unlawful, deceptive, or fraudulent purposes; (b) send spam or communications without required consent; (c) attempt to gain unauthorized access to systems or data of LATTICE, other clients, or Third-Party Providers; (d) reverse engineer, resell, or white-label the Services without a written agreement authorizing it; (e) upload malicious code; or (f) use the Services in violation of any Third-Party Provider policy. LATTICE may suspend or terminate accounts violating this Section.

The Services are provided "as is" and "as available." LATTICE will use commercially reasonable, best-efforts support practices but makes no warranty of uninterrupted or error-free operation, and no guaranteed uptime or service levels are promised under these Terms. To the maximum extent permitted by law, LATTICE disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. LATTICE does not warrant any particular business outcome, lead volume, deliverability rate, or revenue result.

12.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LATTICE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO LATTICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.2 Exclusions. IN NO EVENT SHALL LATTICE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

12.3 Indemnification. Client shall defend, indemnify, and hold harmless LATTICE and its members, officers, and contractors from all claims, damages, fines, penalties, and costs (including reasonable attorneys' fees) arising from (a) Client's data or content, (b) Client's messaging or marketing activities, including TCPA, CTIA, carrier, or CAN-SPAM claims, (c) Client's violation of these Terms or applicable law, or (d) disputes between Client and its End Users.

13.1 Notice. Either party may terminate the subscription with thirty (30) days' written notice. LATTICE may terminate or suspend immediately for material breach, non-payment, unlawful use, or compliance risk.

13.2 Client Exit Responsibilities. Upon termination, Client is responsible for porting out its phone numbers and for maintaining its own DNS records, domains, and email services. LATTICE has no obligation to maintain these on Client's behalf after termination.

13.3 Data Deletion. Upon termination or cancellation, Client's subaccount and data will be removed. Data is retained for up to thirty (30) days following cancellation, after which it is deleted, and will be deleted earlier upon written request.

13.4 Export Assistance. Data export and migration assistance is available as a billed service at LATTICE's then-current rates and must be requested before deletion occurs.

13.5 Survival. Sections 5–6, 7.3, 8, 9, 11–12, and 14–15 survive termination.

These Terms are governed by the laws of the State of New Jersey, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Monmouth County, New Jersey, and waive any objection to such venue. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES THAT ANY CLAIM MUST BE BROUGHT IN ITS INDIVIDUAL CAPACITY AND NOT AS A CLASS OR REPRESENTATIVE ACTION.

15.1 Changes to Terms. LATTICE may update these Terms by posting a revised version with a new effective date. Continued use of the Services after the effective date constitutes acceptance. Material changes will be communicated to the account billing contact.

15.2 Notices. Legal notices to LATTICE must be sent to info@lattice.management and to 39 Main St, Farmingdale, NJ 07727. Notices to Client may be sent to the account email on file.

15.3 Order of Precedence. A signed written agreement between the parties controls over these Terms; these Terms control over any Client purchase order or form terms, which are rejected.

15.4 Miscellaneous. These Terms, together with the Messaging Compliance Addendum, the Privacy Policy, and any signed agreements, constitute the entire agreement. Neither party may assign without consent, except LATTICE may assign to an affiliate or successor. If any provision is unenforceable, the remainder stands. Neither party is liable for delay caused by events beyond its reasonable control (including Third-Party Provider outages). No waiver is effective unless in writing.