AIM END USER LICENSE AGREEMENT AND PLATFORM TERMS OF USE

This End User License Agreement and Platform Terms of Use (“Agreement” or “EULA”) governs all access to and use of the AIM platform and related services provided by Three 21 Creative, LLC, a Florida limited liability company doing business as AIM (“AIM,” “we,” “us,” or “our”).

This Agreement applies to the business entity registering for or using AIM (“Account”) and every individual who accesses or uses AIM directly or on behalf of an Account (“User”).

The “Platform” includes 321aim.com, AIM software, dashboards, portals, applications, APIs, integrations, data feeds, lead exchanges, call-routing systems, communications systems, analytics, automation tools, artificial intelligence functionality, billing systems, Wallet functionality, and all related AIM products and services.

1. Acceptance of Agreement

BY CLICKING “I AGREE,” CREATING AN ACCOUNT, ACCEPTING AN INVITATION TO AN ACCOUNT, LOGGING INTO AIM, ACCESSING THE PLATFORM, ADDING A PAYMENT METHOD, FUNDING A WALLET, ENABLING AUTOMATIC RELOAD, CREATING OR MODIFYING A CAMPAIGN, SUBMITTING A BID, RECEIVING OR ACCESSING A LEAD OR CALL, USING AN AIM API OR INTEGRATION, OR OTHERWISE ACCESSING OR USING ANY PORTION OF AIM, THE USER ACKNOWLEDGES THAT THE USER HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT.

Each User agrees individually to comply with this Agreement.

Each User accessing AIM on behalf of an Account represents that the User is authorized to access the Account.

Where a User creates or modifies Campaigns, changes Campaign Settings, submits bids, establishes budgets, incurs charges, adds or modifies Payment Methods, enables automatic Wallet reload, or takes any other action having financial or contractual consequences, the User represents that the User has authority to take that action on behalf of and bind the applicable Account.

The Account is responsible for all activity occurring through its Account and Authorized Users.

If an Account or User does not agree to this Agreement, the Account or User may not access or use AIM.

2. Definitions

“Account” means the business entity registered for or using AIM.

“Account Owner” means the User designated as the primary owner or administrator of an Account.

“Authorized User” means any employee, officer, director, owner, agent, contractor, representative, administrator, or other person authorized or permitted to access AIM through an Account.

“Campaign” means any lead, Call, transfer, appointment, data, routing, advertising, distribution, or other performance marketing campaign created, activated, purchased, sold, managed, distributed, or delivered through AIM.

“Campaign Settings” means the then-current commercial and operational parameters associated with a Campaign as reflected within AIM, including, as applicable, Lead type, Call type, price, bid, maximum bid, qualifying duration, Buffer, service area, geography, operating hours, budget, caps, pacing, filters, qualification criteria, routing, delivery settings, distribution methodology, Campaign status, and other Campaign-specific parameters.

“Call” means any inbound telephone call delivered, routed, transferred, or otherwise made available to the Account through AIM.

“Forwarding Number” means any telephone number, endpoint, dialer, call center, agent line, SIP endpoint, IVR, answering service, voicemail system, queue, or other destination selected by the Account to receive Calls.

“Call Start Time” means the time at which AIM or its telecommunications provider first initiates a ring, connection request, or delivery attempt to the applicable Forwarding Number.

“Call Duration” means the elapsed time beginning at the Call Start Time and ending when the Call is disconnected or otherwise terminated, as measured by AIM or its telecommunications providers.

“Buffer” means the minimum Call Duration established for a Campaign that generally determines when a Call becomes billable.

“Billable Call” means a Call determined to be billable under this Agreement or the applicable Campaign Settings.

“No-Answer Call” means a Call for which AIM attempts delivery to the applicable Forwarding Number but the Call is not answered, accepted, connected to, or received by a person, voicemail system, answering machine, IVR, answering service, automated system, dialer, queue, SIP endpoint, or other Account-designated destination.

“Lead” means any inbound contact, Call, transfer, appointment, consumer inquiry, submission, message, form entry, phone number, data record, or other opportunity delivered, generated, routed, transferred, purchased, sold, or made accessible through AIM.

“Lead Data” means information associated with a Lead.

“Wallet” means the Account’s balance or billing ledger used to fund or pay for Leads, Calls, Campaigns, usage, subscriptions, fees, telecommunications charges, and other amounts payable through AIM.

“Purchased Funds” means Wallet funds purchased or funded by the Account using a Payment Method.

“Promotional Credits” means promotional, bonus, incentive, courtesy, trial, matching, or other credits provided by AIM for which the Account did not directly pay an equivalent amount of cash.

“Payment Method” means any credit card, debit card, bank account, ACH authorization, or other payment instrument provided to AIM or its payment processors.

“AIM Data” means all system data, logs, analytics, usage information, metadata, payment records, Campaign records, Lead records, Call records, routing information, distribution timestamps, Account activity, User activity, and other information created, generated, derived, or maintained through AIM.

“Platform Records” means AIM Data and other records created or maintained by AIM concerning Account or User activity, including login history, IP addresses, device information, Campaign Settings, Campaign changes, bids, payment activity, Wallet activity, Lead delivery, Call routing, Call Start Time, Call Duration, telecommunications records, API activity, communications, and acceptance records.

“Transaction Terms” means Campaign-specific prices, bids, maximum bids, fees, Buffer requirements, qualification requirements, geographic requirements, Wallet requirements, delivery conditions, refund or dispute rules, Campaign Settings, confirmations, and other commercial terms displayed within AIM in connection with a Campaign or transaction.

“AIM Supply Partner” means a publisher, lead generator, Call generator, advertising partner, traffic source, marketing partner, network, supplier, vendor, or other source or provider of Leads, Calls, traffic, advertising inventory, or related services to AIM.

3. Electronic Transactions, Signatures and Records

The Account and each User consent to conducting transactions with AIM electronically.

A User’s electronic checkbox selection, button selection, account creation, login, Campaign activation, Campaign modification, bid submission, Payment Method submission, Wallet funding, automatic reload activation, or other affirmative electronic action may constitute the User’s electronic signature and acceptance of the applicable Agreement, Transaction Terms, Campaign Settings, or authorization.

AIM may maintain records of such actions, including:

the applicable EULA version;
Transaction Terms;
Campaign Settings;
User identity;
Account identity;
date and time;
IP address;
browser or device information;
Campaign ID;
previous settings;
modified settings;
Payment Method information;
and other associated Platform Records.

The Account agrees that such electronic records may be used as evidence of authorization, acceptance, delivery, use, Campaign configuration, transactions, and amounts owed.

4. Accounts and Authorized Users

The Account is responsible for determining who may access AIM and the permissions granted to each Authorized User.

The Account is responsible for all activity occurring through its Account, credentials, APIs, integrations, and Authorized Users.

The Account must promptly remove access for any individual who is no longer authorized to use AIM.

Users may not share individual credentials or knowingly permit unauthorized persons to access AIM.

AIM may rely upon instructions submitted through authenticated Account credentials without independently verifying the internal authority of the User submitting those instructions.

Actions taken by an Authorized User through the Account will be treated as authorized actions of the Account.

The Account is responsible for maintaining accurate account, billing, contact, Campaign, routing, and payment information.

5. License Grant

Subject to this Agreement, AIM grants the Account and its Authorized Users a limited, revocable, nonexclusive, nontransferable, and nonsublicensable license to access and use AIM solely for lawful internal business purposes.

No ownership or intellectual property rights are transferred to the Account or any User.

AIM may modify, improve, replace, discontinue, restrict, or change any portion of the Platform at any time.

6. Campaigns and Campaign Settings

The Account may create, activate, pause, modify, or terminate Campaigns through AIM, subject to Platform functionality and transactions already underway.

Each Campaign is governed by its then-current Campaign Settings.

Campaign Settings may be established or modified:

(a) directly by an Authorized User through AIM;
(b) through an authorized API or integration; or
(c) by AIM at the Account’s direction.

Account direction may be provided through AIM, email, electronic communication, support request, recorded telephone communication, or another method reasonably accepted by AIM.

Once requested changes are reflected within AIM, the revised Campaign Settings become binding upon the Account without requiring a new insertion order, signature, or written amendment.

The Account is responsible for reviewing Campaign Settings and verifying their accuracy.

Campaign changes apply prospectively and do not modify charges or obligations relating to transactions previously initiated, accepted, routed, delivered, or incurred.

7. Transaction Terms and Platform Terms

Campaign Settings and Transaction Terms displayed within AIM are incorporated into this Agreement.

Transaction Terms may include:

price;
bid;
maximum bid;
Buffer;
qualifying duration;
geography;
service area;
operating hours;
budget;
daily or periodic caps;
pacing;
filters;
qualification criteria;
routing;
distribution rules;
Wallet requirements;
dispute eligibility;
Campaign status;
and other Campaign-specific requirements.

When an Authorized User creates, activates, modifies, funds, confirms, or continues a Campaign after being presented with applicable Transaction Terms, the Account accepts those Transaction Terms.

Campaign-specific Transaction Terms may change when the Account or its Authorized Users modify Campaign Settings.

8. Pricing and Bid-Based Transactions

Pricing through AIM may be fixed, variable, auction-based, bid-based, dynamically priced, negotiated, or determined through another marketplace methodology.

For bid-based Campaigns, the Account authorizes AIM to purchase, route, deliver, or otherwise make available qualifying Leads or Calls based upon the bid and pricing parameters established by the Account.

Actual transaction pricing may vary based upon marketplace supply, demand, competition, geography, Lead characteristics, Call characteristics, duration, Campaign Settings, routing, marketplace conditions, or other applicable factors.

Unless expressly authorized otherwise by the Account, AIM will not intentionally charge an amount greater than the Account’s applicable maximum bid or pricing authorization reflected within AIM at the time the applicable transaction is incurred.

The Account may increase or decrease bids or other pricing parameters at any time.

A change becomes effective once reflected within AIM and applies prospectively.

AIM does not guarantee that any bid or price will result in any minimum level of Lead or Call volume.

9. Calls, Buffers and Call Billability

Calls delivered through AIM may be subject to a Buffer established in the applicable Campaign Settings.

The Buffer is measured beginning at the Call Start Time.

For purposes of determining the Buffer, Call Duration begins when AIM or its telecommunications provider first initiates a ring, connection request, or delivery attempt to the Account’s Forwarding Number.

The Buffer does not begin when an agent or other individual answers the Call.

For example, if a Campaign has a sixty-second Buffer and AIM first causes the Account’s Forwarding Number to ring at 1:00:00 PM, the Buffer begins at 1:00:00 PM regardless of whether the Account answers the Call at 1:00:05 PM, 1:00:10 PM, or another time.

Except as otherwise provided below, a Call becomes a Billable Call once its Call Duration meets or exceeds the applicable Buffer.

9.1 Calls Below the Buffer

A Call that terminates before satisfying the applicable Buffer will generally be non-billable unless it qualifies as an Account-Side Billable Call under this Agreement or different Campaign Settings expressly apply.

9.2 Account-Side Billable Calls

A Call may be billable without satisfying the applicable Buffer where AIM reasonably determines that the failure to satisfy the Buffer resulted from the Account, an Account-controlled or Account-selected system, the Forwarding Number, an Account agent, or the Account’s delivery configuration.

Account-Side Billable Calls may include Calls where:

(a) the Call reaches voicemail or an answering machine;
(b) the Call reaches an IVR, automated attendant, automated answering system, answering service, dialer, queue, SIP endpoint, or other Account-designated system;
(c) the Account, an Account agent, telephone system, dialer, answering service, or other Account-controlled system answers or accepts the Call and subsequently disconnects or terminates it;
(d) the Account places the caller on hold, transfers the caller, routes the caller, or otherwise accepts control of the Call;
(e) the Call disconnects because of an Account-side technical problem, system configuration, carrier configuration, unavailable agent, dialer issue, queue limitation, capacity limitation, connectivity problem, or similar Account-side condition;
(f) the Forwarding Number or destination is invalid, disabled, misconfigured, unavailable, unreachable, improperly maintained, or rejects the Call;
(g) a CRM, IVR, dialer, SIP endpoint, carrier, telephone system, or other technology selected or controlled by the Account rejects, terminates, or improperly handles the Call; or
(h) other circumstances demonstrate that AIM successfully routed or delivered the Call to the destination selected by the Account but the Call failed to satisfy the Buffer because of circumstances on the Account side of the delivery.

9.3 True No-Answer Calls

A true No-Answer Call is not billable unless different terms are expressly stated in the applicable Campaign Settings.

A Call is not a No-Answer Call merely because a human sales agent did not speak with the caller.

A Call reaching voicemail, an answering machine, IVR, answering service, automated system, dialer, queue, SIP endpoint, or another Account-designated destination is considered accepted or received by the Account’s selected system and is not a No-Answer Call.

9.4 Determination of Billability

AIM may use its Platform Records, telecommunications provider records, carrier records, SIP records, Forwarding Number records, timestamps, routing records, Call Start Time, Call Duration, Campaign Settings, recordings where lawfully available, and related system information to determine delivery and billability.

Once a Call satisfies the applicable Buffer or otherwise qualifies as a Billable Call under this Agreement, the Call remains billable regardless of whether:

the Account speaks with the caller;
the Account transfers the caller;
the consumer purchases anything;
the consumer qualifies for the Account’s product or service;
the Account closes a sale;
the Account earns revenue;
the consumer terminates the Call;
the Account determines the caller is not valuable;
or the Account otherwise fails to achieve a desired business result.

9.5 Billable Call Credits

A Billable Call is not automatically eligible for a refund or credit.

AIM may, in its sole discretion, issue a full or partial credit for a Billable Call.

Any credit provided by AIM is a courtesy adjustment and does not constitute a determination that the Call was invalid, improperly delivered, or non-billable.

A credit issued in one instance does not:

create a precedent;
establish a course of dealing;
modify the applicable Buffer;
waive AIM’s rights;
or obligate AIM to issue a credit for any other Call.

Except where AIM expressly determines otherwise, a Call that meets or exceeds its Buffer remains a valid Billable Call.

10. Lead and Call Delivery

A Lead is considered delivered when AIM:

makes it accessible through the Platform;
routes or transmits it to the Account;
delivers it through an API or integration;
routes or connects a Call;
provides the applicable Lead Data;
or otherwise makes the Lead available through the delivery method selected by the Account.

For Calls, delivery and billability are determined under Section 9.

The Account is responsible for maintaining operational:

telephone numbers;
Forwarding Numbers;
dialers;
CRMs;
APIs;
integrations;
internet access;
telecommunications systems;
staffing;
agents;
and other systems necessary to receive Leads and Calls.

Failure of an Account-controlled or Account-selected system after AIM has properly routed, transmitted, or attempted delivery does not automatically make a Lead or Call non-billable.

11. Lead and Call Disputes

Unless different dispute terms are displayed for a Campaign, the Account must submit any dispute regarding a Lead or Call within three calendar days following delivery.

Disputes must identify the applicable Lead or Call and the basis for the dispute.

Failure to submit a dispute within the applicable period constitutes final acceptance of the Lead or Call for billing purposes, except where otherwise required by applicable law.

AIM may review:

Platform Records;
Campaign Settings;
Lead Data;
Call records;
telecommunications records;
routing history;
Call Duration;
duplicate records;
recordings where lawfully available;
integration activity;
and other relevant information when evaluating a dispute.

AIM retains discretion to determine Lead validity, Call validity, billability, dispute eligibility, refund eligibility, and credit issuance.

The issuance of a refund or credit does not constitute an admission of fault or liability.

12. Wallet and Payment Terms

Amounts payable through AIM may include:

Lead charges;
Call charges;
Campaign charges;
subscriptions;
Platform fees;
usage fees;
telecommunications charges;
service fees;
Wallet funding;
automatic Wallet reloads;
negative Wallet balance recovery;
taxes;
and other amounts authorized under this Agreement, Campaign Settings, or Transaction Terms.

Usage and transaction charges may be deducted from the Wallet.

Payments and properly incurred charges are final and nonrefundable except where AIM expressly approves otherwise or applicable law requires otherwise.

13. Purchased Funds and Promotional Credits

The Wallet may contain Purchased Funds and Promotional Credits.

Promotional Credits:

(a) have no cash value;
(b) are not refundable;
(c) are not redeemable for cash;
(d) are not transferable or assignable;
(e) may only be used for eligible AIM transactions;
(f) may be subject to expiration dates or restrictions established by AIM; and
(g) may be forfeited upon Account termination, suspension, expiration, or closure.

Purchased Funds will be applied to eligible charges before Promotional Credits.

Accordingly, Promotional Credits will be used last after available Purchased Funds have been depleted, unless AIM determines otherwise.

If AIM issues a credit for a transaction originally paid using Promotional Credits, AIM may return the amount as Promotional Credits.

A refund, if approved, will not include the cash value of unused or forfeited Promotional Credits.

Promotional Credits are marketing incentives and do not constitute funds owned, deposited, or held in trust for the Account.

14. Payment Method Authorization

By adding or maintaining a Payment Method within AIM, the Account:

represents that it is authorized to use that Payment Method;
authorizes AIM and its payment processors to securely store or tokenize the Payment Method as permitted by applicable payment network requirements;
and authorizes AIM to charge the Payment Method for amounts properly owed under this Agreement.

Authorized charges may include:

Wallet funding;
Campaign transactions;
usage-based charges;
variable charges;
recurring charges;
subscriptions;
telecommunications charges;
automatic reloads;
negative balance recovery;
fees;
taxes;
and other Account-authorized amounts.

Charges may vary in amount and frequency depending upon Account activity.

The Account authorizes these variable charges without requiring AIM to obtain a separate written signature or authorization for every individual Lead, Call, transaction, or usage event.

AIM may receive updated card credentials through card-network account updater services and may use updated credentials to process authorized charges.

15. Automatic Wallet Reload Authorization

The Account may elect to enable automatic Wallet reload.

By enabling automatic Wallet reload, the Account expressly authorizes AIM and its payment processors to automatically charge the selected Payment Method whenever the Wallet reaches the threshold selected or authorized by the Account.

The amount charged will be the automatic reload amount selected or authorized through the Account.

Automatic reload transactions may occur repeatedly and with variable frequency depending upon Campaign activity and Wallet usage.

The Account expressly authorizes AIM to initiate each automatic reload without requiring separate approval for each individual transaction.

This authorization remains in effect until automatic Wallet reload is disabled or AIM otherwise terminates the functionality.

Disabling automatic reload applies prospectively and does not:

reverse charges already initiated;
cancel charges already incurred;
or eliminate amounts otherwise owed to AIM.

The Account represents and warrants that it has authority to authorize recurring and variable charges to the Payment Method associated with automatic reload.

16. Negative Wallet Balances

The Account is responsible for maintaining sufficient Wallet funds or valid Payment Methods to cover its usage.

AIM may permit an Account to incur a negative Wallet balance.

A negative Wallet balance is immediately due and payable.

The Account authorizes AIM to charge any valid Payment Method associated with the Account to recover a negative Wallet balance and any other amounts properly owed.

Unpaid balances may accrue interest after thirty days at the maximum lawful rate permitted under applicable Florida law.

17. ACH Authorization

By providing bank account information or selecting ACH as a Payment Method, the Account authorizes AIM and its payment processors to initiate ACH debits for amounts properly owed under this Agreement.

ACH debits may include:

Wallet funding;
automatic Wallet reloads;
variable charges;
recurring charges;
Campaign charges;
usage fees;
negative balance recovery;
and other authorized amounts.

The Account must maintain sufficient funds and is responsible for applicable NSF fees, returned-payment fees, or other costs associated with failed ACH transactions to the extent permitted by law.

Revocation of an ACH authorization must be provided in sufficient time to reasonably process the revocation and does not eliminate amounts already incurred or otherwise owed.

18. Chargebacks, Payment Reversals and Payment Disputes

A chargeback, ACH return, card dispute, payment reversal, or similar payment dispute does not extinguish amounts properly incurred or owed under this Agreement.

The Account agrees to use AIM’s applicable Lead, Call, or billing dispute process to attempt to resolve concerns before initiating an external payment dispute, except to the extent such requirement is prohibited by applicable law or payment network requirements.

If the Account initiates a chargeback, ACH return, payment reversal, or similar dispute, the Account expressly authorizes AIM to provide information reasonably necessary to investigate, defend, challenge, or respond to the dispute to:

payment processors;
merchant acquiring banks;
issuing banks;
card networks;
ACH processors;
financial institutions;
collection providers;
dispute-resolution providers;
legal counsel;
and other parties reasonably involved in resolving the disputed transaction.

Evidence provided by AIM may include:

the applicable EULA;
the version of the EULA accepted;
electronic acceptance records;
Transaction Terms;
Campaign Settings;
Account information;
User information;
login history;
IP addresses;
browser and device records;
dates and timestamps;
Payment Method authorization;
automatic reload authorization;
Wallet funding records;
invoices;
receipts;
Campaign activity;
bid history;
pricing history;
Lead delivery records;
Call records;
Call Start Time;
Call Duration;
Buffer settings;
Forwarding Number information;
telecommunications provider records;
call-routing records;
SIP records;
recordings where lawfully available;
API and integration logs;
Platform usage activity;
Account communications;
support communications;
dispute history;
credit history;
prior transaction history;
and other Platform Records reasonably related to the disputed charge.

The Account agrees that such records may be used as evidence that:

the Account agreed to the applicable terms;
an Authorized User took the applicable action;
the applicable transaction was authorized;
the Account received or used AIM services;
the applicable Lead or Call was delivered;
and the amount charged was properly incurred.

A chargeback or payment reversal initiated for a properly authorized and delivered transaction may constitute a material breach of this Agreement.

If a payment dispute relates to an amount properly owed, AIM may:

suspend Campaigns;
stop delivery;
disable Account access;
freeze available functionality;
charge another authorized Payment Method;
recover a negative Wallet balance;
offset amounts otherwise payable or creditable to the Account;
submit unpaid amounts for collection;
terminate the Account;
or exercise other remedies available under this Agreement or law.

The Account is responsible for reasonable returned-payment fees, chargeback fees, collection expenses, and reasonable legal costs incurred in recovering amounts properly owed, to the extent permitted by applicable law.

19. Platform and Billing Records

AIM maintains Platform Records in the ordinary course of its business.

The Account agrees that AIM’s Platform Records constitute evidence of:

Account activity;
User activity;
acceptance;
authorization;
Campaign Settings;
bids;
pricing;
delivery;
Call Duration;
Buffer satisfaction;
Platform usage;
Wallet activity;
and billing.

Platform Records will be presumed accurate unless the Account demonstrates a material error in those records.

AIM may retain Platform Records for operational, compliance, security, fraud prevention, evidentiary, payment dispute, legal, and business purposes.

20. No Guarantee of Sales or Business Results

AIM provides technology, marketplace access, Lead distribution, Call routing, advertising-related services, and performance marketing services.

AIM does not make and expressly disclaims any representation, warranty, or guarantee that any:

Lead;
Call;
transfer;
appointment;
data record;
Campaign;
publisher;
traffic source;
or other AIM service
will result in any particular business outcome.

Without limitation, AIM does not guarantee:

sales;
policies;
insurance enrollments;
appointments;
signed contracts;
customers;
revenue;
profit;
return on investment;
return on advertising spend;
conversion rates;
close rates;
qualified prospects;
consumer eligibility;
consumer intent;
consumer purchasing ability;
or any other commercial result.

The Account is solely responsible for determining whether and how to:

contact;
communicate with;
qualify;
market to;
sell to;
enroll;
advise;
contract with;
or otherwise transact with a Lead or caller.

Any sale or other transaction between the Account and a consumer is made solely at the discretion and responsibility of the Account.

AIM does not make sales on behalf of the Account unless expressly agreed in a separate written agreement.

AIM is not responsible for the Account’s sales process, employees, agents, scripts, pricing, licensing, product availability, underwriting, eligibility criteria, closing ability, conversion performance, or other factors affecting the Account’s business results.

The Account remains responsible for all valid charges regardless of whether a Lead or Call results in a sale or desired business outcome.

21. Lead Ownership and AIM Data

Unless different terms are stated in an applicable written agreement, Leads delivered through AIM are jointly owned by AIM and the Account.

The Account receives the right to use delivered Leads for lawful business purposes subject to this Agreement and applicable law.

AIM may retain, analyze, annotate, classify, reassign, reuse, or repurpose Leads and AIM Data for:

Platform operation;
routing;
analytics;
optimization;
quality assurance;
fraud prevention;
compliance;
product development;
artificial intelligence training;
machine learning;
model development;
and Platform improvement.

AIM may use Lead Data, Account Data, AIM Data, Call information, message information, metadata, behavioral patterns, and system outputs to train, refine, improve, test, or develop algorithms, predictive models, artificial intelligence systems, machine learning models, and future technologies.

AIM retains all intellectual property rights in resulting:

models;
algorithms;
insights;
data structures;
analytics;
derivative works;
and technologies.

AIM is not required to delete deidentified training data, aggregated information, resulting models, or model outputs upon Account termination except where required by applicable law.

Any redistribution, reassignment, reuse, or repurposing of Lead Data by AIM will be conducted in accordance with applicable law.

22. AIM Intellectual Property

As between AIM and the Account, AIM owns and retains one hundred percent of all right, title, and interest in and to AIM and all AIM-related intellectual property and proprietary rights.

AIM intellectual property includes:

the Platform;
software;
source code;
object code;
APIs;
databases;
database structures;
algorithms;
artificial intelligence systems;
machine learning systems;
routing methodologies;
marketplace methodologies;
bid systems;
bid logic;
pricing methodologies;
Lead distribution methods;
Call routing methods;
workflows;
processes;
business methods;
interfaces;
dashboards;
designs;
documentation;
reports;
reporting structures;
data models;
specifications;
inventions;
trade secrets;
know-how;
copyrights;
trademarks;
service marks;
trade names;
branding;
and all modifications, improvements, derivatives, enhancements, developments, and future versions of any of the foregoing.

Except for the limited license expressly granted under this Agreement, no ownership interest, intellectual property right, license, or other right is transferred to the Account.

Any feedback, suggestions, recommendations, enhancement requests, ideas, concepts, or other input concerning AIM provided by the Account or a User may be used by AIM without restriction, attribution, compensation, or obligation.

23. Restrictions and No Reverse Engineering

The Account and Users may not directly or indirectly:

(a) reverse engineer AIM;
(b) reverse compile, decompile, disassemble, decode, translate, or reverse assemble AIM;
(c) attempt to discover AIM source code;
(d) attempt to discover or recreate AIM algorithms, architecture, marketplace logic, bidding logic, routing logic, methodologies, underlying structure, ideas, systems, or trade secrets;
(e) copy, reproduce, modify, adapt, translate, or create derivative works from AIM except as expressly authorized;
(f) distribute, sell, sublicense, rent, lease, resell, commercially exploit, or provide unauthorized access to AIM;
(g) access or study AIM for the purpose of developing, training, improving, benchmarking, or operating a competing lead exchange, Call exchange, advertising exchange, marketplace, software platform, technology, or service;
(h) scrape, crawl, harvest, systematically extract, or systematically download information from AIM;
(i) attempt to identify AIM Supply Partners through unauthorized technical methods;
(j) circumvent or attempt to circumvent Platform security, authentication, permissions, Wallet requirements, Campaign restrictions, billing systems, bidding mechanisms, routing rules, or technical limitations;
(k) use bots, spiders, scrapers, automated scripts, or other automated systems except through functionality or APIs expressly authorized by AIM;
(l) manipulate AIM reporting, billing, attribution, routing, Campaign, Call, Lead, or marketplace systems;
(m) remove or modify copyright, trademark, confidentiality, proprietary, or other notices associated with AIM;
or
(n) assist, permit, direct, or encourage another party to engage in prohibited conduct.

Violation of this section constitutes a material breach and may result in immediate suspension or termination.

24. Non-Circumvention of AIM Supply Partners

The Account acknowledges that AIM has invested substantial resources in developing relationships with AIM Supply Partners.

The identity, contact information, pricing, supply characteristics, Campaign information, routing information, and other information regarding AIM Supply Partners may constitute AIM Confidential Information and valuable business relationships.

During the Account’s use of AIM and for twelve months following termination of the Account’s relationship with AIM, the Account will not knowingly circumvent AIM by directly or indirectly entering into a commercial relationship for substantially similar Lead, Call, traffic, advertising inventory, or related supply with an AIM Supply Partner that was first identified, introduced, disclosed, or made known to the Account through AIM.

The Account will not use information obtained through AIM for the purpose of identifying, contacting, soliciting, negotiating with, contracting with, or circumventing an AIM Supply Partner.

This restriction does not apply to a relationship that the Account can reasonably demonstrate:

(a) existed independently and materially before AIM introduced or disclosed the AIM Supply Partner; or
(b) was independently developed without use of AIM Confidential Information.

Nothing in this section prevents the Account from generally purchasing advertising, Leads, Calls, or marketing services in the ordinary course of business from sources that were not identified, introduced, or discovered through AIM.

25. Non-Solicitation of AIM Personnel

During the Account’s relationship with AIM and for twelve months following termination, the Account will not directly solicit for employment or independent engagement any AIM employee or individual contractor with whom the Account had material contact through AIM.

This restriction does not prohibit:

general employment advertisements not specifically directed at AIM personnel;
general recruiting campaigns;
hiring an individual who independently responds to a general solicitation;
or relationships demonstrably existing before the Account began using AIM.

To the extent permitted by applicable law, the Account will not knowingly induce an AIM employee or contractor to terminate or materially alter that individual’s relationship with AIM for the purpose of providing substantially similar services directly to the Account.

26. Acceptable Use

The Account and Users may not use AIM:

for unlawful activity;
for fraudulent or deceptive activity;
to violate consumer protection laws;
to manipulate Campaign or billing systems;
to circumvent Wallet requirements;
to interfere with AIM systems;
to interfere with another AIM Account;
to access another Account without authorization;
to misrepresent identity or authority;
to introduce malicious software;
to interfere with Platform security;
to misuse Lead Data;
or for abusive or noncompliant marketing practices.

AIM may investigate suspected violations and suspend or terminate access where AIM reasonably determines that a violation may have occurred.

27. Marketing and Communications Compliance

The Account is solely responsible for its marketing, sales, communication, and consumer-contact activities.

The Account is responsible for compliance with all federal, state, and local laws applicable to its activities, including, where applicable:

the Telephone Consumer Protection Act;
Do Not Call requirements;
CAN-SPAM;
telemarketing laws;
consumer privacy requirements;
industry-specific licensing laws;
state marketing laws;
and similar consumer-protection requirements.

The Account must independently determine whether it has the lawful right and required consent to call, text, email, or otherwise communicate with a Lead.

AIM does not guarantee that every Lead contains consent for every potential communication channel, technology, purpose, or subsequent use.

The Account must honor applicable:

opt-out requests;
STOP messages;
consent revocations;
Do Not Call requests;
and similar consumer requests.

28. TCPA Compliance

The Account acknowledges that AIM primarily operates as a technology, marketplace, routing, analytics, and data platform.

The Account is responsible for determining whether its communications require prior express consent, prior express written consent, or another type of authorization under applicable law.

Where legally required, the Account represents and warrants that it will not initiate communications unless the Account has the legally required consent or other lawful basis.

The Account is responsible for maintaining records sufficient to demonstrate its compliance.

AIM's retention of timestamps, routing data, Call records, message records, or other Platform Records does not relieve the Account of its obligation to maintain any consent records required for its own communications.

29. Privacy and Data Use

AIM may collect, store, process, analyze, transmit, and use Account Data, User Data, AIM Data, Lead Data, transaction information, tracking information, and related information for legitimate business purposes, including:

operating AIM;
routing Leads and Calls;
performing billing;
providing support;
authenticating Users;
preventing fraud;
detecting abuse;
performing analytics;
enforcing this Agreement;
responding to payment disputes;
complying with law;
improving AIM;
training artificial intelligence systems;
developing predictive models;
and developing new products or technologies.

AIM may use:

cookies;
pixels;
analytics tools;
device information;
IP addresses;
behavioral tracking systems;
and other technologies
for Platform operation, security, analytics, attribution, fraud prevention, and related purposes.

AIM may share information with service providers reasonably necessary to operate AIM, including:

payment processors;
telecommunications providers;
cloud infrastructure providers;
analytics providers;
fraud prevention services;
AI infrastructure providers;
contractors;
and professional advisors.

30. Security

AIM uses commercially reasonable safeguards designed to protect Platform systems and information.

AIM does not warrant or guarantee that unauthorized access, data loss, cyberattack, interruption, or security incidents will never occur.

The Account is responsible for:

protecting credentials;
maintaining secure devices;
managing Authorized Users;
protecting API keys;
maintaining internal security;
and promptly informing AIM of suspected unauthorized access.

31. Confidentiality

The Account and each User must protect AIM Confidential Information using at least reasonable care.

“AIM Confidential Information” includes nonpublic information concerning:

AIM technology;
software;
source code;
algorithms;
workflows;
Campaign logic;
pricing methodologies;
bidding methodologies;
routing;
AIM Supply Partners;
publisher relationships;
business methods;
system architecture;
product plans;
commercial relationships;
and other nonpublic AIM information.

The Account may use AIM Confidential Information solely as necessary to lawfully use the Platform.

The Account may not disclose AIM Confidential Information to third parties except to personnel who have a legitimate need to know and are subject to appropriate confidentiality obligations.

32. Independent Parties and No Partnership

The relationship between AIM and the Account is solely that of independent contracting parties.

Nothing contained in:

this Agreement;
the Platform;
a Campaign;
an insertion order;
Campaign Settings;
communications between the parties;
or the parties’ course of dealing
creates or will be construed as creating a:
partnership;
joint venture;
fiduciary relationship;
franchise;
agency;
employment relationship;
broker relationship;
or other similar legal relationship.

Neither party has authority to bind the other or incur obligations on behalf of the other except as expressly stated in a written agreement.

The Account is solely responsible for its own:

business operations;
employees;
agents;
licensing;
sales;
marketing;
products;
services;
customers;
consumer communications;
and regulatory compliance.

33. Third-Party Services

AIM relies upon third-party providers, which may include:

payment processors;
telecommunications providers;
cloud infrastructure providers;
analytics services;
AI providers;
carriers;
data providers;
APIs;
and other technology providers.

AIM is not responsible for outages, delays, inaccuracies, interruptions, degradation, or failures caused by third-party services outside AIM’s reasonable control.

The availability of specific integrations, carriers, providers, or functionality may change.

34. Compliance Audit Rights

AIM may request reasonable information or documentation relating to the Account’s compliance with this Agreement or applicable law.

Such information may include:

consent documentation;
communication practices;
licensing information;
Campaign records;
consumer complaint information;
or other information reasonably related to compliance.

Failure to provide reasonably requested compliance information may result in suspension or termination.

35. Suspension and Termination

AIM may suspend, limit, or terminate an Account or User’s access to some or all of AIM where AIM reasonably determines that suspension or termination is appropriate.

Reasons may include:

nonpayment;
negative Wallet balances;
chargebacks;
payment reversals;
fraud;
suspected fraud;
security concerns;
system abuse;
unlawful activity;
consumer complaints;
regulatory concerns;
violation of this Agreement;
circumvention;
reverse engineering;
misuse of AIM Data;
or risks to AIM, its customers, Supply Partners, systems, or reputation.

AIM may immediately pause Campaigns or Lead delivery during a suspension.

Termination does not eliminate amounts incurred before termination.

Provisions that by their nature should survive termination will survive, including provisions concerning:

payment;
intellectual property;
confidentiality;
non-circumvention;
non-solicitation;
data rights;
chargebacks;
indemnification;
limitations of liability;
and dispute resolution.

36. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AIM AND ALL RELATED PRODUCTS, LEADS, CALLS, DATA, SOFTWARE, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

AIM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF:

MERCHANTABILITY;
FITNESS FOR A PARTICULAR PURPOSE;
NONINFRINGEMENT;
ACCURACY;
AVAILABILITY;
QUALITY;
PERFORMANCE;
OR RESULTS.

AIM DOES NOT WARRANT THAT:

THE PLATFORM WILL BE UNINTERRUPTED;
ALL LEADS WILL BE ACCURATE;
ALL CALLERS WILL BE QUALIFIED;
ALL DATA WILL BE ERROR-FREE;
ALL CAMPAIGNS WILL PRODUCE RESULTS;
OR THE ACCOUNT WILL ACHIEVE ANY PARTICULAR SALES OR FINANCIAL OUTCOME.

37. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AIM WILL NOT BE LIABLE FOR ANY:

INDIRECT;
INCIDENTAL;
SPECIAL;
CONSEQUENTIAL;
EXEMPLARY;
PUNITIVE;
OR SIMILAR DAMAGES,
INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, LOSS OF GOODWILL, OR LOST OPPORTUNITY.

AIM’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO A PARTICULAR LEAD OR CALL WILL NOT EXCEED THE AMOUNT PAID TO AIM FOR THAT SPECIFIC LEAD OR CALL.

FOR CLAIMS NOT ATTRIBUTABLE TO A SPECIFIC LEAD OR CALL, AIM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE LESSER OF:

(a) TEN THOUSAND DOLLARS; OR
(b) THE TOTAL AMOUNTS ACTUALLY PAID BY THE ACCOUNT TO AIM DURING THE ONE MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The foregoing limitations apply regardless of the legal theory asserted and even if AIM has been advised of the possibility of damages, except where such limitation is prohibited by applicable law.

38. Indemnification

The Account agrees to defend, indemnify, and hold harmless Three 21 Creative, LLC, AIM, and their respective owners, officers, directors, employees, agents, contractors, affiliates, and representatives from claims, demands, investigations, damages, penalties, fines, liabilities, costs, and reasonable attorneys’ fees arising from or relating to:

the Account’s use of AIM;
the Account’s marketing or communications;
the Account’s sale or provision of products or services;
the Account’s contact with Leads;
the Account’s violation of law;
the Account’s breach of this Agreement;
the Account’s misuse of Lead Data;
the Account’s violation of privacy rights;
the Account’s violation of TCPA, Do Not Call requirements, CAN-SPAM, or similar laws;
the Account’s employment or contractor practices;
or acts or omissions of the Account or its Authorized Users.

This obligation survives termination.

39. Updates to Agreement

AIM may modify this Agreement from time to time.

Where AIM makes material changes, AIM may provide notice through the Platform, email, account notification, login prompt, or another reasonable electronic method.

Continued access to or use of AIM following the effective date of an updated Agreement constitutes acceptance of the updated Agreement.

AIM may require Users to affirmatively accept an updated Agreement before continuing to access some or all Platform functionality.

Changes to Campaign Settings initiated by the Account or an Authorized User are governed by this Agreement and do not require an amendment to the EULA.

40. Insertion Orders and Other Agreements

This Agreement may be supplemented by an insertion order, order form, Campaign agreement, statement of work, or other written agreement between AIM and the Account.

Such agreements are incorporated into the parties’ overall contractual relationship.

Unless expressly stated otherwise, execution of an insertion order or other agreement does not replace or terminate this EULA.

41. Order of Precedence

In the event of a conflict:

(a) an executed insertion order, order form, or other written agreement between AIM and the Account will control solely with respect to the specific commercial terms expressly addressed in that agreement;
(b) the then-current Campaign Settings and applicable Transaction Terms will control with respect to Campaign-specific operational and commercial parameters, including price, bid, maximum bid, Buffer, geography, operating hours, budget, caps, pacing, filters, qualification criteria, routing, delivery settings, and Campaign status; and
(c) this EULA will control in all other respects.

42. Governing Law and Venue

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles.

Any dispute, claim, action, or proceeding arising from or relating to AIM, this Agreement, the Account, a Campaign, a Lead, or a Call must be brought exclusively in a state or federal court located in Orange County, Florida.

The Account and each User consent to personal jurisdiction and venue in those courts.

43. Notices

Legal notices to AIM must be sent to:

Three 21 Creative, LLC d/b/a AIM
Email: legal@go321.com
AIM may provide notices to the Account through:
the Platform;
email;
Account notifications;
or the contact information associated with the Account.

The Account is responsible for maintaining current contact information.

44. Assignment

The Account may not assign or transfer this Agreement or its Account without AIM’s prior written consent.

AIM may assign this Agreement in connection with:

a merger;
reorganization;
sale of assets;
change of control;
corporate restructuring;
or transfer of the AIM business.

45. Waiver

Failure by AIM to enforce any provision of this Agreement does not constitute a waiver of that provision or any other right.

Any waiver must be expressly made by AIM in writing.

AIM’s decision to issue a refund, credit, courtesy adjustment, or exception in one instance does not constitute a waiver or create a requirement that AIM provide the same treatment in another instance.

46. Severability

If any provision of this Agreement is determined to be invalid, unlawful, or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in full force and effect.

47. Entire Agreement

This Agreement, together with:

applicable insertion orders;
order forms;
Campaign agreements;
other written agreements executed between AIM and the Account;
Campaign Settings;
and applicable Transaction Terms
constitutes the entire agreement between AIM and the Account relating to use of AIM and supersedes prior oral or written understandings concerning the same subject matter.

48. Acceptance

BY ACCESSING OR USING AIM, EACH USER CONFIRMS THAT THE USER HAS READ AND ACCEPTED THIS AGREEMENT.

BY CREATING OR MODIFYING CAMPAIGNS, SUBMITTING BIDS, FUNDING A WALLET, ENABLING AUTOMATIC WALLET RELOAD, ADDING OR USING A PAYMENT METHOD, RECEIVING LEADS OR CALLS, OR OTHERWISE INCURRING CHARGES THROUGH AIM, THE ACCOUNT AUTHORIZES THE APPLICABLE TRANSACTIONS AND AGREES TO PAY ALL AMOUNTS PROPERLY INCURRED UNDER THIS AGREEMENT, THE APPLICABLE CAMPAIGN SETTINGS, AND APPLICABLE TRANSACTION TERMS.

AIM END USER LICENSE AGREEMENT AND PLATFORM TERMS OF USE.