Terms of service (draft) · Website ROI CRM

DRAFT — for legal review, not legal advice # Terms of service DRAFT — for legal review, not legal advice **Website ROI LLC** · Effective date: [effective date] · Contact: [mailing address placeholder] This is a draft for a lawyer to review. It is not legal advice, and it is not a contract. Do not publish it, and do not take payment under it, until counsel approves it and the placeholders are filled in. Governing law, the liability cap, and the fee schedule are deliberately blank. If this text is split across pages, repeat "DRAFT — for legal review, not legal advice" at the top of each page. ## The service Website ROI LLC ("we") provides a hosted CRM: contacts and leads, quotes, invoices, jobs, booking, email campaigns, review requests, a client portal, website scans, and a self-serve audit page. The public marketing site may send first-party visit events into the CRM. The service is for a business ("you"), used by your staff and, through links you share, by your customers. You must be able to form a contract. The CRM is not for personal household use and not for children. Parts of the product are unfinished on purpose. Staff sign-in is a development login that must be off in production until a real sign-in exists. Outbound email only delivers to a local mail catcher. Card checkout is a test stub, and the software refuses live Stripe keys. Those limits stay in place until the launch checklist says otherwise. Buying these terms does not turn them on. ## Accounts You get a tenant (your business) and user accounts for your people. You are responsible for: - who you invite and what role you give them (owner, staff, viewer) - keeping sign-in under your control, and telling us when someone should lose access - the accuracy of what you and your staff enter - everything done through your account, including by a customer who has a portal link or a quote link you shared We may refuse a name, a slug, or a signup that impersonates someone else or that we cannot bill. The development login (`DEV_LOGIN_ENABLED`) is not a production sign-in. Do not ask us to leave it on for a public host. Your customers do not become our customers by opening a portal link, accepting a quote, or paying an invoice. They are your customers. The portal shows them their own quotes, invoices, jobs, and bookings for your business, not anyone else's. ## Acceptable use Use the service for a lawful business. You will not: - break into data that is not your tenant, probe the host, or bypass rate limits - upload malware, or use the CSV import to store anything you have no right to store - scan a website you are not allowed to test. The audit page and the lead scan fetch the URL you or your visitor submit. You are responsible for that URL - send marketing email or text messages that the law does not allow - use the service to store or target children's personal information **Email (CAN-SPAM and the rules counsel names).** You are the sender of campaigns and review requests that go out for your business. The product helps: it mails only contacts you marked as opted in, it suppresses unsubscribes, it adds a one-click unsubscribe link, and it puts a footer on the message. You still must: - have a real basis for contacting the person (consent, or whatever else counsel says is enough) - put your true business name and a current physical postal address in the footer (Business details in the app; a placeholder is not enough) - honor an unsubscribe promptly (the product records it when the link works) - not buy a list and pour it into a campaign Our own campaigns, for our own leads, are our mail. We have the same duties for those, including a real mailing address at [mailing address placeholder]. **Texts (TCPA and similar rules).** The product does not send SMS. Call and text buttons open the staff member's own phone (`tel:` and `sms:` links). If you send texts, you are the sender, and you need the consent the law requires. A tick box we do not show, and a text we do not send, is not that consent. If a texting provider is added later, these terms have to be updated before it is turned on. **Payments.** You are responsible for the invoices you issue, the amounts, the taxes, and the refunds. We are not a party to the sale between you and your customer. Stripe, if it is connected later, is a separate agreement between you (or us, if counsel chooses a platform account) and Stripe. Live card processing waits on legal and tax review. See the launch checklist. ## Fees **[set by Website ROI — see plan]** Pricing is a flat plan price, not a percentage of your sales and not a percentage of your ad spend, unless the plan you signed says otherwise in writing. What is included (seats, scans, email volume, extra tenants) is written on that plan. Trials, if we offer one, are described on the plan: how many days, whether a card is required, and what happens the day it ends. A trial is not described in this draft because none is configured in the product. Stripe's card fee (about 2.9% + 30¢ per successful US card charge — verify before buying, as of Oct 2026) is Stripe's fee, not our plan price. It applies only if real card payments are turned on. They are not. Late payment: counsel to add the grace period and whether the account becomes read-only. Until that sentence exists, we will not invent a penalty. Taxes on our fee: [tax placeholder]. You pay your own sales tax on invoices you send to your customers. The product does not calculate sales tax today. ## Your data and ours You own the customer records, notes, files, and campaign content you put in the CRM. We own the software, the visual design, the content packs (industry templates, default emails, quote-library wording), and the records of our own tenant. You grant us a license to host, back up, and display your data solely to provide the service, to secure it, and to meet law. That license ends when the data is deleted from the live database and has aged out of backups, except for a copy we must keep for accounting or a legal hold. We may use de-identified, aggregate counts (how many scans ran, how many tenants are active) to operate the business. We will not publish your customer list or your revenue. **Feedback** you send us (a bug, a wording change) we can use to improve the product without owing a fee. ## Export and what happens when the account ends You can stop using the service at any time. We can suspend or close an account that does not pay, that breaks these terms, or that puts the platform at risk. Where the law requires notice, counsel will set the notice period. A placeholder is not notice. **What the product does now (these terms are still a draft):** - Export of the whole account (a ZIP of your tables, without secrets such as ingest secrets and token hashes) before the data is destroyed. - Per-contact export and delete, for requests your customers send you. - Closing the account starts a 30-day grace period. During those 30 days you can cancel the close and you can export. After the date, a purge job hard-deletes that tenant. Our own agency tenant is not purged by that job. That job is not installed on a schedule until the host is set up. - Financial rows are kept with the person renamed to "Deleted contact", so your books and ours still balance. Counsel sets how long those rows live. You can also email or write [mailing address placeholder] and ask. Soft delete inside the app hides a row. It does not erase it, and it does not remove it from backups already taken. Backups, once scheduled, follow a 7-daily and 4-weekly rotation, so a deleted row can remain in a dump until that dump expires. When the account ends, your license to use the software ends. We do not owe you a copy of our content packs except as they appear inside your exported records (for example the wording of an email you already sent). ## Acceptable-use enforcement We may remove content, disable a campaign send, or suspend access if we reasonably believe you have broken these terms or the law. We will tell the account owner what we did unless the law or the safety of another tenant says not to. ## Warranties and disclaimers Counsel should rewrite this section. Draft intent, in plain language: The service is provided as it exists today, including the unfinished email, sign-in, and payment pieces described above. We do not warrant that a scan score is a complete picture of a website, that a lead will turn into revenue, or that the service will be uninterrupted. Website scans and audit pages are tools. They are not a legal compliance opinion (accessibility, privacy, or security). To the extent the law allows, we disclaim implied warranties of merchantability, fitness for a particular purpose, and non-infringement. If the law of [state] does not allow a disclaimer, the disclaimer applies only as far as that law allows. ## Liability **[liability cap placeholder — counsel sets the number. A common starting point is the fees you paid us in the 12 months before the claim. That sentence is not chosen.]** Draft intent, for counsel to accept or replace: - We are not liable for indirect or consequential damages, lost profits, lost leads, or the cost of a website you rebuilt because of a scan, to the extent [state] law allows that limit. - We are not liable for your customer's end sale, your email content, or a text you sent from your own phone. - Nothing in these terms limits liability for fraud, or for injury or another harm that [state] law does not allow us to limit. [additional dispute terms placeholder — counsel decides between courts only, or arbitration. Do not assume arbitration.] ## Governing law These terms are governed by the law of **[state]**, excluding conflict-of-law rules that would pick another state's law. Courts located in **[venue placeholder]** are the venue, if counsel keeps disputes in court. If you are a consumer in a place that gives you non-waivable rights, those rights stay. These terms are written for a business customer. ## Other terms **The whole agreement.** The plan you signed plus these terms (once they are no longer a draft) are the agreement. A purchase order does not add terms. If the plan and these terms disagree on price or plan limits, the plan wins. If they disagree on privacy, the privacy policy wins for personal information. **Privacy.** The privacy policy draft (`docs/legal/PRIVACY-POLICY-DRAFT.md`) describes personal information. It is also a draft. You are the controller of your customers' CRM records. We are the processor. We are the controller for our own site, our own leads, and our own account data. A data-processing addendum, if a customer requires one, is [DPA placeholder] and is not written yet. **Assignment.** You may not assign the account without our consent, except to a successor of the whole business. We may assign these terms to a successor of Website ROI LLC. **Changes.** We will update drafts as the product changes. A material change to published terms will be dated, and the account owner will be told before it takes effect. Counsel sets how long that notice is. Continuing to use the service after the effective date is acceptance, if [state] law allows that form of acceptance. If it does not, counsel picks another mechanism (a click-through, a signed plan). **Severability.** If one sentence is unenforceable, the rest stays, and that sentence is cut back to what is enforceable. **No agency.** These terms do not make either of us the other's partner, agent, or fiduciary. ## Contact Website ROI LLC [mailing address placeholder] [contact email placeholder] DRAFT — for legal review, not legal advice