Terms of Service

HERO MAGNET TERMS OF SERVICE

Effective Date: September 11, 2026
Last Updated: September 11, 2026

These Terms of Service (“Terms”) constitute a legally binding agreement between Hero Magnet LLC, a California limited liability company (“Hero Magnet,” “we,” “us,” or “our”), and the person or business accepting these Terms (“Customer,” “you,” or “your”).

These Terms govern your access to and use of Hero Magnet's websites, software, artificial intelligence services, managed services, automation systems, marketing services, websites, communications systems, and related products and services (collectively, the “Services”).

These Terms apply to, among other things:

HeroMagnet.com;

Hero Magnet SaaS and CRM services;

HighLevel/GoHighLevel sub-accounts and white-labeled software;

AI voice agents and AI receptionists;

inbound and outbound AI calling;

AI appointment setters;

SMS and email automation;

WhatsApp automation;

Facebook and Instagram messaging;

website chatbots;

website forms;

CRM implementation and management;

lead generation and reactivation;

marketing automation;

website development and hosting;

local SEO;

Google Business Profile services;

review-request automation;

reputation management;

paid advertising;

AI-powered lead qualification and scoring;

AI-generated content and voice;

custom AI implementation;

consulting;

training; and

related services offered by Hero Magnet.

A proposal, Order Form, Statement of Work (“SOW”), Master Services Agreement (“MSA”), Data Processing Agreement (“DPA”), or other agreement executed by Hero Magnet and Customer may establish additional or different terms.

PLEASE READ THESE TERMS CAREFULLY. SECTION 31 CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS-ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS.

1. ACCEPTANCE OF THESE TERMS

You agree to these Terms by:

clicking an “I Agree,” “Accept,” “Purchase,” “Subscribe,” or similar button where these Terms are presented;

signing or electronically accepting an Order Form, proposal, SOW, or other agreement incorporating these Terms;

purchasing or subscribing to Services after being provided notice of these Terms; or

otherwise expressly agreeing to these Terms.

If you are accepting these Terms for a company, organization, partnership, sole proprietorship, or other business, you represent and warrant that you have authority to bind that business.

If you do not agree to these Terms, do not purchase or use the Services.

2. BUSINESS USE AND ELIGIBILITY

Hero Magnet's Services are intended primarily for businesses and professionals and not for personal, family, or household use.

You must be at least 18 years old to enter into these Terms.

Individuals and sole proprietors may use the Services when doing so for legitimate business or professional purposes.

By using the Services, you represent that:

you are at least 18 years old;

you have legal capacity to enter into a binding contract;

if acting for another organization, you have authority to bind that organization;

your use of the Services is for lawful business or professional purposes; and

you are not prohibited from receiving the Services under applicable sanctions, export-control, or other laws.

Hero Magnet may decline to provide Services where doing so would violate applicable United States sanctions, export controls, or other legal restrictions.

If applicable law nevertheless treats you as a consumer, nothing in these Terms waives any right that cannot legally be waived.

3. SERVICES

Hero Magnet may provide a combination of software, managed services, implementation, consulting, artificial intelligence, telecommunications, website, advertising, CRM, and automation services.

The precise Services purchased by Customer may be described in:

an Order Form;

proposal;

SOW;

invoice;

checkout page;

subscription plan;

service description; or

other written agreement.

Hero Magnet may use employees, contractors, affiliates, subprocessors, artificial intelligence systems, and third-party providers to perform the Services.

4. ORDER OF PRECEDENCE

If documents governing a Customer relationship conflict, the following order generally applies unless a signed agreement expressly states otherwise:

a mutually signed MSA or other negotiated master agreement;

the applicable signed Order Form or SOW for service-specific commercial terms;

a DPA for issues specifically concerning processing of personal information;

these Terms; and

general website or marketing materials.

A more specific provision controls over a more general provision concerning the same subject.

Marketing materials do not modify these Terms unless Hero Magnet expressly agrees in writing that the statement constitutes a contractual commitment.

5. ACCOUNTS AND ACCESS

Certain Services may require access to a Hero Magnet, HighLevel, GoHighLevel, LeadConnector, or other third-party account.

Customer is responsible for:

maintaining accurate account information;

maintaining the confidentiality of usernames and passwords;

using appropriate security measures;

protecting authentication credentials;

managing authorized users;

limiting account access to authorized personnel; and

promptly notifying Hero Magnet of suspected unauthorized access.

Customer may not share account credentials among unrelated persons or organizations unless the applicable plan expressly permits such use.

Customer is responsible for activity occurring through its accounts to the extent caused by Customer or its authorized users.

6. THIRD-PARTY AND WHITE-LABELED TECHNOLOGY

Hero Magnet may integrate, resell, sublicense, configure, or white-label third-party technology.

Providers may include, without limitation:

HighLevel/GoHighLevel;

LeadConnector;

Twilio;

OpenAI;

Anthropic;

Google and Gemini;

ElevenLabs;

Retell AI;

Vapi;

Bland AI;

Synthflow;

Meta;

WhatsApp;

TikTok;

LinkedIn;

Stripe;

PayPal;

Square;

Calendly;

Zoom;

Cloudflare;

Amazon Web Services;

Google Cloud;

Microsoft Azure;

Zapier;

Make;

n8n; and

other technology providers.

Certain features may therefore be subject to additional third-party terms, acceptable-use policies, technical restrictions, or privacy practices.

Customer agrees to comply with applicable third-party terms when using those services.

Hero Magnet does not control third-party services and cannot guarantee that any third-party service will remain available or unchanged.

7. FEES AND PAYMENT

Unless an applicable Order Form states otherwise, fees are quoted and payable in United States dollars.

Hero Magnet may offer:

monthly managed-service retainers;

monthly SaaS subscriptions;

annual subscriptions;

one-time implementation or setup fees;

website-development fees;

custom AI implementation fees;

advertising-management fees;

consulting or training fees; and

usage-based charges.

Monthly and annual subscription fees are generally charged in advance.

Customer authorizes Hero Magnet and its payment processors to charge the payment method provided for all authorized recurring fees, usage charges, taxes, and other amounts due.

8. AUTOMATIC RENEWAL

Unless expressly stated otherwise in the applicable plan or Order Form, recurring Services automatically renew for successive periods equal to the then-current subscription term.

For example:

a monthly plan generally renews monthly; and

an annual plan generally renews annually.

By enrolling in an automatically renewing Service, Customer authorizes Hero Magnet to charge the applicable recurring fees until the subscription is canceled in accordance with these Terms.

Renewal terms and material pricing information will be disclosed in connection with the applicable purchase or Order Form.

9. CANCELLATION

For month-to-month subscriptions, Customer may cancel before the next renewal to stop subsequent recurring charges.

Cancellation does not ordinarily result in a refund or prorated credit for the then-current paid period.

Managed services, annual plans, fixed-term engagements, or other contracts may impose different cancellation requirements as stated in the applicable Order Form or SOW.

If a fixed-term agreement addresses early termination, the applicable agreement controls whether unpaid committed amounts remain due.

10. REFUNDS AND MONEY-BACK GUARANTEES

Except where otherwise required by law or expressly stated in a written guarantee, Order Form, SOW, or promotional offer:

setup and implementation fees are non-refundable once work begins;

recurring subscription charges are non-refundable;

unused time is not prorated or refunded; and

cancellation affects future renewals rather than charges already incurred.

Hero Magnet does not provide a universal money-back guarantee.

If Hero Magnet expressly offers a money-back guarantee for a particular Service or promotion, the guarantee applies only:

to the specific offer for which it was made;

to Customers satisfying all stated eligibility requirements;

during the stated guarantee period; and

according to the conditions, exclusions, procedures, and documentation requirements contained in that offer.

A guarantee relating to one offer does not create a guarantee for any other Service.

11. USAGE-BASED FEES

Certain Services may incur usage charges separate from subscription fees.

These may include charges associated with:

AI voice minutes;

telephone calls;

telephone numbers;

SMS or MMS;

email volume;

WhatsApp;

AI tokens or API usage;

data storage;

premium AI models;

third-party APIs;

integrations; and

similar consumption-based services.

Usage may be billed according to rates disclosed in the applicable plan, Order Form, dashboard, or other pricing notice.

Customer authorizes applicable usage charges to be billed to its payment method.

12. FAIR USE AND USAGE LIMITS

Hero Magnet may establish reasonable usage, storage, API, messaging, voice, processing, or other limits for particular plans.

If Customer exceeds applicable limits, Hero Magnet may, depending on the plan:

charge additional usage fees;

require an upgrade;

restrict or throttle usage;

temporarily suspend affected functionality; or

take another commercially reasonable measure.

“Unlimited” features, if expressly offered in a particular plan, remain subject to reasonable-use limitations designed to prevent abuse, excessive resource consumption, unlawful activity, system degradation, or uses materially outside the intended purpose of the plan.

13. CHANGES IN PRICING

Hero Magnet may change recurring subscription pricing.

For Hero Magnet-controlled recurring subscription price increases, we generally intend to provide at least 30 days' advance notice before the new price applies where practicable.

Changes resulting from telecommunications carriers, AI providers, payment networks, messaging providers, advertising platforms, taxes, regulatory fees, or other third-party usage costs may take effect sooner when reasonably necessary.

Customer may cancel an affected recurring Service before a new Hero Magnet-controlled subscription price becomes applicable, subject to any fixed-term contractual commitments.

14. TAXES

Customer is responsible for applicable sales, use, excise, value-added, telecommunications, or similar taxes associated with the Services, other than taxes imposed on Hero Magnet's net income.

Hero Magnet may collect taxes where required by law.

15. LATE AND FAILED PAYMENTS

If a payment fails, Hero Magnet may:

retry the payment;

notify Customer;

restrict or suspend Services;

disable paid functionality; and

terminate Services if amounts remain unpaid.

Past-due undisputed amounts may accrue a late charge at the lesser of:

1.5% per month; or
the maximum rate permitted by applicable law.

Customer is responsible for reasonable collection costs to the extent permitted by law.

Customer remains responsible for valid amounts due even if Services are suspended for nonpayment.

16. CHARGEBACKS

Customers should contact Hero Magnet regarding billing disputes before initiating a chargeback when reasonably possible.

Nothing in these Terms eliminates any chargeback right that applicable law provides.

However, submitting a knowingly false, fraudulent, or improper chargeback may constitute a material breach of these Terms.

To the extent permitted by law, Customer may be responsible for reasonable processing, bank, administrative, or collection costs resulting from an improper chargeback.

17. CUSTOMER DATA AND MATERIALS

“Customer Materials” include information, content, data, customer lists, trademarks, logos, documents, photographs, recordings, advertisements, websites, text, videos, databases, CRM records, and other materials supplied by or on behalf of Customer.

As between Hero Magnet and Customer, Customer retains its existing ownership rights in Customer Materials.

Customer grants Hero Magnet and its subprocessors a non-exclusive, worldwide, royalty-free license to host, copy, transmit, modify, process, display, and otherwise use Customer Materials as reasonably necessary to:

provide the Services;

perform Customer's instructions;

maintain and secure the Services;

troubleshoot problems;

comply with law; and

perform other processing authorized by the parties' agreements.

Customer represents and warrants that it possesses all rights, permissions, licenses, notices, and consents necessary for Hero Magnet to process Customer Materials as contemplated by the Services.

18. CUSTOMER CONTACT LISTS AND CONSENT

Customer is solely responsible for ensuring that telephone numbers, email addresses, customer lists, lead databases, CRM records, and other contact information supplied to Hero Magnet were collected and may be used lawfully.

Customer represents and warrants that it has obtained all legally required permissions, notices, and consents necessary for the communication activities Customer directs Hero Magnet to perform.

Customer may not instruct Hero Magnet or its systems to contact an individual when Customer knows that:

the individual has revoked applicable consent;

the individual has validly opted out;

applicable law prohibits the communication; or

Customer otherwise lacks sufficient legal authority for the communication.

Hero Magnet may rely on Customer's representations regarding its contact data unless Hero Magnet knows or reasonably suspects that the representations are inaccurate.

19. COMMUNICATIONS AND MARKETING COMPLIANCE

Customer is responsible for determining and complying with laws and regulations applicable to Customer's marketing and communications programs.

Depending on the circumstances, these may include:

the Telephone Consumer Protection Act (“TCPA”);

Federal Communications Commission regulations;

Federal Trade Commission requirements;

federal and state Do-Not-Call requirements;

CAN-SPAM;

state telemarketing statutes;

SMS and text-messaging requirements;

privacy and data-protection laws;

consent requirements;

call-recording and wiretapping laws;

artificial or prerecorded voice rules;

AI disclosure requirements;

advertising laws;

consumer-protection laws; and

applicable platform and telecommunications-provider policies.

Hero Magnet may provide templates, technical controls, scripts, recommendations, or compliance features as a convenience.

Those materials are not legal advice and do not transfer Customer's compliance responsibilities to Hero Magnet.

Customer should obtain advice from qualified legal counsel concerning its particular campaigns and jurisdictions.

20. CALL RECORDING AND TRANSCRIPTION

The Services may enable telephone calls to be recorded, monitored, transcribed, summarized, or analyzed by AI.

Customer is responsible for determining whether recording, transcription, monitoring, or AI processing is legally permissible for Customer's particular communications.

Where applicable law requires notice or consent, Customer must ensure that legally sufficient notice is provided and consent is obtained before recording or processing begins.

Hero Magnet may provide technical tools or suggested language to facilitate these disclosures, but Customer remains responsible for determining whether the disclosure satisfies applicable law.

21. AI-GENERATED VOICES AND VOICE CLONING

Hero Magnet may provide synthetic, artificial, generated, or cloned voice functionality.

Customer may not clone, imitate, reproduce, or use an identifiable person's voice unless Customer has all legally required rights and authorization to do so.

Upon request, Customer must provide reasonable evidence demonstrating authorization to use an identifiable person's voice.

Customer may not use synthetic or cloned voices:

to impersonate another person deceptively;

to commit fraud;

to mislead individuals regarding identity;

without legally required disclosures;

in violation of publicity, privacy, biometric, intellectual-property, election, consumer-protection, or telecommunications laws; or

for any other unlawful purpose.

Hero Magnet may refuse, suspend, or disable voice-cloning functionality when authorization cannot reasonably be demonstrated.

22. ARTIFICIAL INTELLIGENCE OUTPUTS

The Services use probabilistic artificial intelligence and machine-learning technology.

AI-generated content (“Output”) may be:

inaccurate;

incomplete;

outdated;

misleading;

offensive or inappropriate;

inconsistent;

non-unique; or

entirely incorrect.

AI systems may “hallucinate,” meaning they may produce information that appears plausible but is false.

Customer is responsible for evaluating Output before relying on, publishing, communicating, or acting upon it.

Human review should be used when accuracy, safety, legality, or material business consequences are involved.

Hero Magnet does not warrant that AI Output is factually accurate or appropriate for Customer's intended use.

23. HIGH-IMPACT AND PROFESSIONAL DECISIONS

Customer may not use Hero Magnet's AI Services as the sole basis for making decisions that produce legal or similarly significant effects relating to an individual, including decisions concerning:

credit or lending;

housing eligibility;

employment;

insurance;

healthcare;

education admissions where regulated;

government benefits;

access to essential services; or

similar high-impact decisions.

Hero Magnet's lead scoring, prioritization, sentiment analysis, or qualification tools are intended primarily to assist marketing, sales, support, and workflow activities—not to determine legally protected eligibility.

Hero Magnet's AI does not constitute legal, financial, medical, tax, accounting, lending, insurance, or other regulated professional advice.

24. FAIR HOUSING AND NONDISCRIMINATION

Customers operating in real estate, housing, lending, or related industries must comply with applicable fair-housing, anti-discrimination, advertising, and civil-rights laws.

Customer may not configure or use Hero Magnet's Services to unlawfully discriminate based on protected characteristics.

Customer may not use Hero Magnet's AI to independently determine whether an individual is eligible for:

housing;

a mortgage or loan;

tenancy;

insurance;

employment; or

another legally significant opportunity

based on prohibited factors or without legally required human oversight.

25. ACCEPTABLE USE

Customer may not use the Services to:

violate any law or regulation;

commit fraud, deception, or misrepresentation;

engage in phishing or credential theft;

transmit malware or malicious code;

harass, threaten, stalk, or abuse others;

infringe intellectual-property, privacy, publicity, or other rights;

engage in unauthorized surveillance;

scrape or collect information in violation of law or binding contractual restrictions;

unlawfully discriminate;

manufacture or solicit fake reviews;

impersonate another person deceptively;

engage in unlawful robocalling, texting, or telemarketing;

use stolen, unlawfully obtained, or unauthorized contact lists;

circumvent security controls or access restrictions;

reverse engineer protected software except to the extent such restriction is prohibited by law;

materially interfere with or disrupt the Services;

attack Hero Magnet or third-party systems;

exploit vulnerabilities without authorization;

generate unlawful or seriously harmful content;

exceed technical or fair-use limits in a manner that impairs the Service;

violate third-party platform rules;

remove legally required AI provenance, watermarking, disclosures, or similar information;

use AI to facilitate unlawful automated decision-making; or

encourage, enable, or assist another person in doing any of the foregoing.

Hero Magnet may investigate suspected violations and take reasonable measures to protect its systems, customers, third parties, and legal interests.

26. ADVERTISING AND CUSTOMER CLAIMS

Customer is responsible for claims, offers, representations, pricing, testimonials, disclosures, products, and services advertised through campaigns operated on Customer's behalf.

Customer represents that advertising materials and instructions it supplies are truthful, substantiated where required, lawful, and not misleading.

Hero Magnet does not guarantee that any advertisement, campaign, website, business profile, account, or creative will be approved or remain approved by Google, Meta, TikTok, LinkedIn, or another platform.

Hero Magnet may refuse or suspend content or campaigns that it reasonably believes violate:

applicable law;

these Terms;

third-party platform rules; or

Hero Magnet's legitimate risk-management requirements.

27. NO PERFORMANCE GUARANTEES

Unless Hero Magnet expressly provides a written guarantee in an applicable Order Form, SOW, proposal, or promotional offer, Hero Magnet does not guarantee:

a particular number of leads;

appointments;

telephone calls;

customers;

sales;

transactions;

revenue;

return on investment;

conversion rate;

response rate;

advertising performance;

SEO rankings;

Google rankings;

website traffic;

AI accuracy;

business growth;

customer retention; or

other business results.

Marketing performance depends on numerous factors outside Hero Magnet's control, including Customer's offer, industry, pricing, location, sales ability, market conditions, competition, advertising platform behavior, customer demand, budget, reputation, and follow-up practices.

Testimonials and case studies describe individual experiences and do not guarantee future results.

Forecasts, estimates, projections, benchmarks, and examples are illustrative and not promises of performance.

28. SERVICE AVAILABILITY

Hero Magnet does not provide a general guaranteed uptime percentage unless a separate signed Service Level Agreement expressly states otherwise.

Services may be temporarily unavailable due to:

maintenance;

upgrades;

security events;

telecommunications problems;

Internet failures;

third-party outages;

API failures;

provider changes;

emergencies;

capacity constraints;

technical defects; or

events outside Hero Magnet's reasonable control.

Hero Magnet may modify, replace, suspend, or discontinue features where reasonably necessary.

29. BETA AND EXPERIMENTAL FEATURES

Hero Magnet may provide beta, preview, experimental, early-access, or developmental AI features.

Such features may:

contain errors;

change materially;

produce unexpected results;

have limited availability; or

be discontinued without becoming generally available.

Beta or experimental features are provided “AS IS” and “AS AVAILABLE” and should not be relied upon for mission-critical use unless Hero Magnet expressly agrees otherwise in writing.

30. THIRD-PARTY OUTAGES AND PLATFORM ACTIONS

Hero Magnet is not responsible for failures caused by third-party providers outside Hero Magnet's reasonable control.

This includes:

outages;

suspended accounts;

API changes;

policy changes;

algorithm changes;

service discontinuations;

pricing changes;

deliverability changes;

carrier filtering;

telephone-number restrictions;

advertising-account suspensions;

payment-processor restrictions; or

platform enforcement decisions.

Hero Magnet may replace or substitute third-party providers when reasonably necessary to maintain or improve Services.

If a Customer's Google, Meta, HighLevel, telecommunications, domain, email, payment, advertising, or other third-party account is restricted or suspended by that third party, Hero Magnet is not liable for resulting losses unless directly caused by Hero Magnet's breach of its express contractual obligations.

31. DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS-ACTION WAIVER

31.1 Informal dispute resolution

Before commencing arbitration or litigation, the complaining party must provide written notice describing:

the nature of the dispute;

relevant facts;

the relief requested; and

sufficient information to allow the other party to evaluate the dispute.

Notices to Hero Magnet must be sent to:

[email protected]

The parties will attempt in good faith to resolve the dispute informally for at least 30 days after receipt of the notice.

Either party may seek emergency or temporary injunctive relief when waiting through this informal period would reasonably cause irreparable harm.

31.2 Agreement to arbitrate

Except for disputes expressly excluded below, any dispute, claim, or controversy arising out of or relating to:

these Terms;

the Services;

an Order Form;

the relationship between Customer and Hero Magnet; or

the formation, breach, termination, enforcement, interpretation, or validity of an agreement between the parties

that cannot be resolved informally shall be resolved by binding individual arbitration.

31.3 Federal Arbitration Act

The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision to the extent applicable.

31.4 Administrator and rules

Arbitration will be administered by the American Arbitration Association (“AAA”) under its applicable Commercial Arbitration Rules unless another rule set is required by applicable law or agreed by the parties.

Unless the parties agree otherwise, the dispute will be decided by one arbitrator.

31.5 Location and remote proceedings

The arbitration will be conducted in Orange County, California, unless:

the parties agree to another location;

the arbitrator determines that remote proceedings are appropriate; or

applicable law requires otherwise.

The arbitrator may conduct proceedings by video conference, telephone, written submissions, or in person when appropriate.

31.6 Individual proceedings only

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER AND HERO MAGNET AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN THE PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

The arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to resolve that party's individual claim, except where applicable law requires otherwise.

The parties do not consent to class arbitration.

31.7 Exceptions

Either party may bring an eligible individual claim in small-claims court.

Either party may also seek temporary, preliminary, or injunctive relief in court when reasonably necessary to prevent:

intellectual-property infringement;

misuse of confidential information;

unauthorized system access;

cybersecurity harm; or

other imminent irreparable harm.

31.8 Court venue

For any dispute that is not subject to arbitration, or for permitted court proceedings relating to arbitration, the parties consent to the exclusive jurisdiction of the appropriate state and federal courts located in or serving Orange County, California, except where applicable law requires otherwise.

31.9 Jury trial waiver

To the maximum extent permitted by law, each party knowingly waives the right to a jury trial for disputes permitted to proceed in court.

31.10 Severability of arbitration terms

If a portion of this arbitration section is determined to be unenforceable, that portion will be severed to the minimum extent necessary while the remaining provisions remain effective, except where applicable law requires a different result.

32. INTELLECTUAL PROPERTY

32.1 Hero Magnet Technology

Hero Magnet and its licensors retain all rights in Hero Magnet's pre-existing and independently developed technology and materials, including:

software;

source code;

object code;

prompts;

templates;

automation frameworks;

workflows;

scripts;

methodologies;

processes;

documentation;

system architecture;

AI configurations;

models owned by Hero Magnet;

libraries;

tools;

techniques;

know-how;

reusable code; and

improvements to the foregoing.

These materials are referred to collectively as “Hero Magnet Technology.”

No ownership of Hero Magnet Technology is transferred to Customer unless a signed agreement expressly provides otherwise.

32.2 License

During Customer's paid subscription or applicable service term, Hero Magnet grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Hero Magnet Technology made available to Customer solely for Customer's authorized internal business purposes.

This license ends when Customer's right to use the applicable Service ends.

32.3 Custom websites and deliverables

Ownership of custom websites, code, designs, creative materials, automations, and other commissioned deliverables will be determined by the applicable proposal, Order Form, or SOW.

Unless expressly transferred in writing, Hero Magnet retains ownership of all:

pre-existing materials;

reusable components;

templates;

libraries;

methodologies;

tools;

frameworks;

automation architecture; and

Hero Magnet Technology

incorporated into a custom deliverable.

32.4 AI Output

Subject to Customer paying all amounts due, Hero Magnet assigns or licenses to Customer, as applicable, whatever transferable rights Hero Magnet itself possesses in custom AI Output generated specifically for Customer through the Services, subject to:

Hero Magnet Technology;

Customer Materials;

applicable law;

third-party rights;

AI provider terms; and

restrictions contained in an applicable Order Form.

Because copyright and other intellectual-property protection for AI-generated material varies by jurisdiction and circumstances, Hero Magnet does not warrant that AI Output is eligible for copyright, trademark, patent, or other proprietary protection.

AI Output may also be identical or similar to content generated for other users.

Customer is responsible for reviewing Output before commercial use, including obtaining trademark, copyright, advertising, or other legal clearance where appropriate.

33. AI TRAINING AND SERVICE IMPROVEMENT

Hero Magnet may use information and interactions to evaluate, secure, maintain, and improve its Services as described in its Privacy Policy and applicable agreements.

Where authorized by applicable law, applicable privacy notices, Customer agreements, or consent, this may include development, evaluation, testing, training, or fine-tuning of AI systems.

Client-controlled personal information that Hero Magnet processes solely as a processor or service provider will not be repurposed for unrelated independent uses merely because it is processed through the Service.

Any additional use of such information must be supported by the applicable agreement, legal basis, required notices, and required consent or privacy rights.

A DPA controls where it imposes more specific restrictions on processing of Customer-controlled personal information.

34. FEEDBACK

If Customer voluntarily provides suggestions, ideas, recommendations, feature requests, or other feedback concerning the Services, Customer grants Hero Magnet a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without compensation or obligation.

This section does not grant Hero Magnet ownership of Customer's confidential information.

35. PORTFOLIO AND PUBLICITY

Hero Magnet will not publicly use Customer's name, trademarks, logo, website, campaign materials, or completed work as a case study, portfolio item, testimonial, or customer identification without Customer's permission.

Permission may be provided through an Order Form, email, written approval, or another documented authorization.

36. CONFIDENTIALITY

Each party may receive non-public information that the other party reasonably considers confidential (“Confidential Information”).

Confidential Information may include:

business plans;

customer lists;

pricing;

strategies;

proprietary technology;

credentials;

marketing plans;

financial information;

system designs;

trade secrets; and

other information identified as confidential or reasonably understood to be confidential.

The receiving party will:

use Confidential Information only for purposes related to the parties' relationship;

protect it using reasonable care;

disclose it only to personnel, contractors, or advisers who reasonably need access and are subject to appropriate confidentiality obligations; and

not disclose it to unauthorized third parties.

Confidential Information does not include information that the receiving party can demonstrate:

became public through no breach of these Terms;

was already lawfully known without confidentiality obligations;

was independently developed without use of the other party's Confidential Information; or

was lawfully received from another source without confidentiality restrictions.

If disclosure is legally required, the receiving party may disclose the required information and, where legally permitted, will provide reasonable prior notice.

37. DATA PROTECTION

Hero Magnet's processing of personal information is described in the Hero Magnet Privacy Policy available on HeroMagnet.com.

Where appropriate, Hero Magnet and Customer may also enter into a Data Processing Agreement.

When Customer determines the purposes and means of processing personal information contained in Customer Data, Customer is responsible for:

establishing an appropriate legal basis;

providing required privacy notices;

responding to applicable privacy rights;

collecting legally required consent; and

ensuring that its instructions to Hero Magnet comply with applicable law.

Customer should not submit regulated or highly sensitive information to the Services unless the applicable Service is designed to handle such information and the parties have expressly agreed to the necessary safeguards and contractual terms.

38. CUSTOMER-OWNED BUSINESS ASSETS

Where practical and commercially appropriate, core assets purchased specifically for Customer should generally be established in Customer's name or transferred to Customer, including:

Customer-specific domain names;

Customer advertising accounts;

Customer Google Business Profiles;

Customer business email accounts; and

Customer telephone numbers where the underlying provider permits ownership or portability.

Hero Magnet retains ownership or control of:

its agency accounts;

internal software;

proprietary infrastructure;

templates;

reusable automations;

tools;

systems;

non-transferable licenses; and

white-label infrastructure

unless a signed agreement expressly provides otherwise.

Third-party provider terms control whether a particular asset, license, account, telephone number, or resource can legally or technically be transferred.

39. RESELLING

Customer may not:

resell;

sublicense;

white-label;

commercially distribute; or

provide Hero Magnet Services to unrelated third parties

unless Hero Magnet gives prior written permission.

Authorized resale may be subject to a separate reseller, white-label, or partnership agreement.

40. SUSPENSION

Hero Magnet may immediately suspend or restrict Services when reasonably necessary because of:

unpaid amounts;

failed payments;

security threats;

suspected fraud;

illegal activity;

prohibited AI use;

spam complaints;

excessive or abusive usage;

third-party policy violations;

telecommunications risk;

regulatory concerns;

violations of these Terms; or

material risk to Hero Magnet, its providers, its customers, or third parties.

Where reasonable under the circumstances, Hero Magnet may provide notice and an opportunity to cure.

Immediate action may be taken when Hero Magnet reasonably determines that delay could create legal, financial, security, reputational, or operational harm.

41. TERMINATION

Either party may terminate a month-to-month Service before its next renewal subject to the applicable cancellation procedure.

Fixed-term Services remain subject to the applicable Order Form or SOW.

Hero Magnet may terminate these Terms or an affected Service immediately for a material violation involving:

unlawful conduct;

fraud;

security abuse;

prohibited AI use;

intellectual-property infringement;

nonpayment;

repeated spam violations;

unauthorized voice cloning;

serious privacy violations; or

conduct creating material risk to Hero Magnet or third parties.

For ordinary remediable breaches, Hero Magnet may provide a commercially reasonable opportunity to cure before termination.

42. EFFECT OF TERMINATION AND DATA EXPORT

Upon termination:

Customer's right to use applicable Hero Magnet Services ends;

unpaid amounts remain due;

licenses granted solely for the subscription period terminate; and

provisions intended to survive termination remain in effect.

Where technically available, Customer generally has up to 30 days following termination to request export of Customer Data.

Availability of exported data may depend on:

the applicable Service;

third-party platform restrictions;

account status;

whether Customer's balance is current;

technical limitations; and

applicable law.

After the applicable retrieval period, Hero Magnet may delete Customer Data in accordance with its Privacy Policy, DPA, contractual obligations, backup practices, and legal requirements.

Hero Magnet does not guarantee indefinite access to Customer Data after termination.

43. NONPAYMENT AND SERVICE DISABLING

If Customer fails to pay amounts due, Hero Magnet may disable or restrict:

websites;

automations;

CRM access;

AI agents;

telephone systems;

SMS functionality;

email functionality;

integrations;

software access; and

other managed Services

subject to applicable law and contractual obligations.

Suspension does not waive Customer's obligation to pay amounts that validly accrued before or during the suspension.

44. WARRANTIES BY CUSTOMER

Customer represents and warrants that:

it has authority to enter into these Terms;

its Customer Materials do not knowingly violate applicable law or third-party rights;

it has appropriate rights to information provided to Hero Magnet;

its marketing instructions and claims are lawful;

it has required permissions to contact individuals through the Services;

it will honor applicable opt-outs and revocations;

it will not use the Services for unlawful discrimination;

it has authorization for any voice, likeness, or identity it asks Hero Magnet to reproduce;

it will comply with applicable telecommunications, privacy, advertising, AI, and consumer-protection laws; and

its use of the Services will comply with these Terms.

45. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, AI SYSTEMS, SOFTWARE, OUTPUTS, WEBSITES, AUTOMATIONS, DATA, BETA FEATURES, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

HERO MAGNET DISCLAIMS ALL WARRANTIES NOT EXPRESSLY PROVIDED IN A SIGNED WRITTEN AGREEMENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Without limiting the foregoing, Hero Magnet does not warrant that:

the Services will always be uninterrupted;

the Services will be error-free;

every security threat will be prevented;

AI Output will be accurate;

AI Output will be unique;

AI Output will be copyrightable;

every communication will be delivered;

every telephone call will connect;

every SMS will be delivered;

every advertisement will be approved;

every integration will remain available;

third-party services will remain unchanged; or

the Services will generate particular commercial results.

Nothing in this section excludes a warranty that cannot lawfully be excluded.

46. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HERO MAGNET AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICES, EVEN IF ADVISED THAT SUCH DAMAGES COULD OCCUR.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HERO MAGNET'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, AND THE APPLICABLE CUSTOMER RELATIONSHIP WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO HERO MAGNET FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

If the claim arises before six months of Service have elapsed, the cap will be the amount actually paid for the affected Service through the date of the event giving rise to the claim.

These limitations apply regardless of whether the claim is based on:

contract;

tort;

negligence;

strict liability;

statute; or

another legal theory,

to the extent permitted by law.

Nothing in these Terms limits liability that applicable law prohibits a party from limiting.

47. CUSTOMER INDEMNIFICATION

To the maximum extent permitted by law, Customer will defend, indemnify, and hold harmless Hero Magnet and its owners, officers, employees, contractors, affiliates, and agents from third-party claims, damages, judgments, penalties, liabilities, costs, and reasonable attorneys' fees arising out of or relating to:

Customer Materials;

Customer's products or services;

Customer's advertising claims;

unlawful or unauthorized contact lists;

Customer's violation of the TCPA or telemarketing requirements;

unlawful SMS or email campaigns;

call-recording violations attributable to Customer's instructions or failure to obtain required consent;

Customer's privacy or data-protection violations;

Customer's intellectual-property infringement;

Customer's unlawful use of AI;

misleading or deceptive advertising;

unauthorized voice cloning or impersonation;

unlawful discrimination;

Customer's breach of these Terms; or

Customer's violation of applicable law or third-party rights.

Hero Magnet will provide reasonable notice of an indemnified claim and reasonable cooperation.

Customer may not settle a claim in a manner that admits wrongdoing by or imposes obligations on Hero Magnet without Hero Magnet's written consent.

48. HERO MAGNET IP INDEMNITY

Subject to the limitations below, Hero Magnet will defend Customer against a third-party claim alleging that Hero Magnet-owned proprietary technology provided directly by Hero Magnet and used by Customer as expressly authorized under these Terms infringes a valid United States copyright, trademark, or patent.

Hero Magnet's obligations do not apply to claims arising from:

Customer Materials;

AI-generated Output;

third-party software or platforms;

open-source software;

Customer modifications;

combinations not supplied or authorized by Hero Magnet;

use outside the permitted scope;

continued use after Hero Magnet provides a reasonable non-infringing alternative; or

specifications or instructions supplied by Customer.

If qualifying Hero Magnet Technology becomes or is reasonably likely to become the subject of an infringement claim, Hero Magnet may, at its option:

obtain rights for Customer to continue using it;

modify it to become non-infringing;

replace it with materially comparable functionality; or

discontinue the affected functionality and refund any prepaid unused fees specifically attributable to the discontinued affected Service.

This section states Hero Magnet's obligations concerning covered third-party intellectual-property infringement claims.

49. ATTORNEYS' FEES

To the extent permitted by applicable law, the prevailing party in an action or proceeding to enforce these Terms may recover its reasonable attorneys' fees and costs.

This provision is subject to any contrary requirements contained in applicable arbitration rules or mandatory law.

50. FORCE MAJEURE

Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including:

natural disasters;

fires;

earthquakes;

floods;

war;

terrorism;

civil unrest;

labor disruptions;

governmental actions;

power failures;

Internet failures;

cloud-service failures;

telecommunications outages;

carrier failures;

epidemics;

cyberattacks not reasonably preventable;

widespread third-party platform failures; or

similar events.

This provision does not excuse Customer's obligation to pay amounts already due for Services already provided.

51. CHANGES TO THE SERVICES

Hero Magnet may modify, enhance, replace, add, remove, or discontinue features of the Services.

Where a change materially reduces core functionality of a paid Service during a committed term, Hero Magnet will use commercially reasonable efforts to provide an alternative where appropriate, subject to third-party dependencies and applicable Order Forms.

52. CHANGES TO THESE TERMS

Hero Magnet may update these Terms prospectively.

If a change is material, Hero Magnet may provide notice through:

its website;

Customer's account;

email;

an Order Form; or

another reasonable method.

Updated Terms will identify a revised “Last Updated” date.

Where applicable law requires additional notice or consent, Hero Magnet will follow those requirements.

Changes will not retroactively alter accrued rights or obligations where prohibited by law.

53. ELECTRONIC COMMUNICATIONS

Customer consents to conducting transactions with Hero Magnet electronically.

Electronic communications may include:

contracts;

invoices;

renewal notices;

billing notices;

legal notices;

service notifications;

account messages; and

amendments.

Customer agrees that electronic acceptance, signatures, and records may satisfy requirements for written agreements and signatures to the extent permitted by applicable law.

Customer is responsible for maintaining a current email address with Hero Magnet.

54. NOTICES

Legal notices to Hero Magnet must be sent to:

Hero Magnet LLC
California, United States
Email: [email protected]
Phone: 949-829-3289
Website: HeroMagnet.com

Hero Magnet may provide notice to Customer using the contact information associated with Customer's account, Order Form, or subscription.

55. GOVERNING LAW

Except where federal law controls or applicable law requires otherwise, these Terms are governed by the laws of the State of California, without regard to conflict-of-law principles.

The Federal Arbitration Act governs the arbitration provision to the extent applicable.

56. PRIVACY

Customer's use of the Services is also subject to the Hero Magnet Privacy Policy, as updated from time to time.

The Privacy Policy describes how Hero Magnet collects, uses, processes, discloses, and retains personal information.

Where Hero Magnet processes personal information on Customer's behalf as a processor or service provider, the parties may enter into a separate DPA.

57. EXPORT CONTROLS AND SANCTIONS

Customer may not access or use the Services:

in violation of United States export-control or sanctions laws;

from a location where use is prohibited by applicable law;

on behalf of a prohibited or sanctioned person; or

for an unlawful restricted end use.

Customer represents that it is not subject to restrictions that would prohibit Hero Magnet from providing the Services.

58. ASSIGNMENT

Customer may not assign these Terms or a material Customer agreement without Hero Magnet's prior written consent, except where applicable law provides otherwise.

Hero Magnet may assign these Terms:

to an affiliate;

as part of a merger;

in connection with financing;

in connection with a corporate reorganization; or

in connection with the sale of substantially all relevant assets or business operations.

59. INDEPENDENT CONTRACTORS

The parties are independent contractors.

Nothing in these Terms creates:

a partnership;

joint venture;

franchise;

employment relationship;

fiduciary relationship; or

legal agency relationship

between Hero Magnet and Customer.

Neither party may bind the other except as expressly authorized in writing.

60. NO THIRD-PARTY BENEFICIARIES

Except as expressly provided in these Terms, no person or entity other than Hero Magnet and Customer is intended to be a beneficiary of these Terms.

61. SEVERABILITY

If a provision of these Terms is found invalid or unenforceable, it will be modified or severed to the minimum extent necessary, and the remaining Terms will continue in effect.

62. WAIVER

A party's failure to enforce a provision of these Terms does not waive its right to enforce that provision later.

A waiver must be express and applies only to the circumstances for which it is given.

63. ENTIRE AGREEMENT

These Terms, together with applicable:

Order Forms;

SOWs;

MSAs;

DPAs;

incorporated policies; and

other mutually executed agreements

constitute the agreement governing the applicable Services and supersede prior discussions or representations concerning the same subject matter, except as expressly preserved in a signed agreement.

64. SURVIVAL

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

payment obligations;

intellectual property;

confidentiality;

disclaimers;

limitations of liability;

indemnification;

dispute resolution;

governing law;

accrued rights; and

other provisions intended to remain effective after termination.

65. CONTACT HERO MAGNET

Questions regarding these Terms may be sent to:

Hero Magnet LLC
Hero Magnet
California, United States

Website: HeroMagnet.com
Email: [email protected]
Phone: 949-829-3289