Terms of Service - CoPilot Marketing Agency

Terms of Service

Please read these terms carefully before using our services.

Effective Date: January 1, 2025 Last Updated: January 1, 2025 Legally Binding

Agreement to Terms: These Terms of Service ("Terms") govern all purchases, access, and use of any products or services offered by CoPilot Marketing Agency ("Company," "we," "us," or "our"). By purchasing, subscribing, accessing, or using any of our services, you ("Customer," "you," or "your") agree to be legally bound by these Terms.

CoPilot Marketing Agency is registered in Wyoming and provides services to customers doing business in multiple states.

If you are accepting these Terms on behalf of a business or another person, you represent and warrant that you have full authority to bind that entity to these Terms.

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

1. Definitions

"Services" includes any of the following, whether provided individually or bundled:

  • Subscription services (monthly/annual plans)
  • Digital access to any platform, portal, CRM, automations, integrations, dashboards, reporting, AI tools, support systems, or hosted resources
  • Messaging features, messaging-related tools, or communication services (including "WhatsApp" plans or any similar tool names)
  • Professional services such as consulting, onboarding, setup, configuration, implementation, marketing services, optimization, strategy, reporting, and campaign work
  • Usage-based fees, add-ons, upgrades, credits, and Wallet funding

"Subscription" means a recurring billing plan charged automatically at the billing interval shown at checkout and/or invoice.

"Wallet / Credits" means prepaid funds or stored value that can be used toward Services, messaging, usage-based charges, or platform costs.

"Billing Portal" means the billing management portal where Customers can view invoices, receipts, subscription status, plan changes, payment method updates, cancellations, and billing history.

"Usage-Based Charges" includes fees based on consumption such as usage volume, messages, seats/users, campaigns, API usage, integrations, or other measurable service units.

"Customer Content" means any materials provided by you (text, images, business data, logins, files, ad accounts, creative assets, etc.).

2. Scope of Services; No Guaranteed Outcomes

We provide digital services and/or professional services depending on what you purchase. We may add, remove, improve, or modify features over time.

You acknowledge and agree:

  • Marketing results and business outcomes are not guaranteed
  • Third-party platforms may restrict, suspend, or change service availability
  • Performance may vary based on your budget, industry, market conditions, content, compliance, and third-party factors

3. Customer Responsibilities

You are responsible for:

  • Providing accurate business information, billing info, and contact details
  • Maintaining a working payment method at all times
  • Keeping your login credentials secure
  • Ensuring your users comply with these Terms
  • Complying with applicable laws and third-party platform policies
  • Timely cooperation required to deliver Services (including approvals, access, or information)

Important: Failure to provide needed access or information does not stop billing and does not create a refund obligation.

4. Billing Authorization (You Authorize All Charges)

By purchasing Services, you authorize Company and our payment processor to charge your payment method for:

  • Recurring subscription fees
  • Usage-based charges
  • Plan changes, upgrades, downgrades, and subscription updates
  • Wallet/credit purchases and auto-recharges (if enabled)
  • Add-ons and one-time charges you select
  • Taxes or government fees (if applicable)
  • Past due balances, late fees (if permitted), and recovery costs

You confirm you own the payment method or have authorization to use it.

5. Recurring Billing; Renewals

Subscriptions renew automatically unless canceled before renewal.

Billing occurs on the schedule shown in:

  • The invoice/receipt, and/or
  • The Billing Portal, and/or
  • The checkout confirmation

You are responsible for canceling before renewal. Forgetting, overlooking emails, or internal employee changes do not remove payment responsibility.

6. Failed Payments; Retries; Suspension

If a payment fails, you authorize us to retry charges. We may:

  • Attempt payment retries
  • Restrict access
  • Suspend Services until payment is resolved
  • Stop work until the account is current

If your account becomes delinquent, you remain responsible for all outstanding balances.

7. Plan Changes and Subscription Updates

If you change your plan, add seats, enable add-ons, modify services, or perform a subscription update, you authorize us to charge:

  • The updated recurring rate
  • Prorated amounts (when applicable)
  • One-time charges associated with changes (including "subscription update" charges)

Plan changes may be effective immediately and may not be reversible.

8. Wallet, Credits, and Auto-Recharge

If Wallet/Credits or Auto-Recharge is enabled:

  • Successful payment results in instant delivery of credits/value to your account
  • Wallet credits may be applied automatically toward usage-based charges or Service costs
  • Wallet credits are not a deposit account and are not insured
  • Wallet credits are non-refundable once delivered (see Refund Policy)
  • Auto-Recharge may create multiple attempts if a payment method fails; only successful charges create credited value

By enabling Wallet or Auto-Recharge, you expressly authorize these charges.

9. Cancellation Requirements (Strict)

9.1 Cancellation Methods

Cancellation is valid only if completed through one of the following methods:

  • Option A: The Billing Portal cancellation function, OR
  • Option B: A written request sent to [email protected]

In either case, cancellation is not complete until you receive written confirmation from Company that cancellation has been processed. If you do not receive written confirmation, your subscription remains active and will renew.

9.2 Timing

To avoid renewal, cancellation must be completed before the renewal date/time.

9.3 No Cancellation by Verbal Statement

Verbal statements, casual text messages, or "I thought it was canceled" are not sufficient unless confirmed in writing by Company.

9.4 Effect of Cancellation

After cancellation:

  • Access may terminate immediately or at the end of the paid billing period
  • Hosted assets (pages, automations, integrations, workflows) may stop functioning
  • Customer is responsible for exporting data before cancellation

10. Refund Policy (Incorporated by Reference)

Refunds are governed by our Refund, Cancellation, and Chargeback Policy. By purchasing, you agree to it.

11. No Unauthorized Charge Claims; Audit Logs as Proof

You agree that Company records may be used to prove validity of charges, including:

  • Subscription status logs
  • Invoices and receipts
  • Billing portal records
  • Access logs and timestamps
  • Wallet credit delivery records
  • Plan change history
  • Customer communications

These records are considered proof of delivery and proof of authorization.

12. Disputes and Chargebacks (Strict)

You agree to contact us before initiating a dispute or chargeback.

If you initiate a dispute/chargeback for valid charges:

  • We may suspend access immediately
  • You remain responsible for amounts owed
  • You agree to reimburse dispute fees, chargeback fees, and related admin costs where permitted
  • We may permanently restrict future service
  • We may pursue collection for unpaid balances

13. Acceptable Use; Abuse; Fraud

You may not use Services for:

  • Illegal activity
  • Spam or abusive messaging
  • Harassment or deceptive content
  • Attempts to avoid payment (fraud, "friendly fraud," disputes filed after service delivery)
  • Violating third-party policies

We may suspend or terminate accounts immediately for violations.

14. Third-Party Platforms and Dependencies

Many services depend on third parties (ad platforms, messaging providers, CRMs, hosting, APIs). Company is not liable for:

  • Policy restrictions
  • Platform changes
  • Downtime
  • Bans or suspensions
  • Third-party pricing changes

Third-party fees are your responsibility.

15. Intellectual Property

Company retains ownership of all:

  • Templates, workflows, systems, playbooks, methods
  • Platform configuration and proprietary materials

Customer retains ownership of Customer Content provided by Customer.

16. Limitation of Liability

To the maximum extent permitted by law:

  • No liability for indirect or consequential damages
  • Maximum liability limited to fees paid in the 30 days prior to the event giving rise to the claim

17. Indemnification

You agree to indemnify and hold Company harmless from claims arising from:

  • Your content
  • Your business practices
  • Your use of messaging tools
  • Your violations of laws or third-party policies

18. Governing Law; Venue

These Terms are governed by the laws of the State of Wyoming, without conflict-of-law principles. Exclusive venue for permitted court proceedings will be in Wyoming, unless otherwise required by law.

19. Changes to Terms

We may update these Terms at any time. Continued use constitutes acceptance.

21. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

22. Entire Agreement

These Terms, together with all policies incorporated by reference (including the Refund Policy, Billing Policy, and Privacy Policy), constitute the entire agreement between you and Company regarding the Services. These Terms supersede all prior negotiations, representations, proposals, statements, and agreements, whether written or oral, including any statements made during sales calls, emails, or other communications. No statement or promise not contained in these Terms shall be binding.

23. Assignment

You may not assign, transfer, or delegate these Terms or any rights or obligations hereunder without prior written consent from Company. Company may freely assign these Terms and all rights and obligations hereunder without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

24. Survival

The following sections shall survive termination or expiration of these Terms: Definitions, Billing Authorization, Refund Policy, No Unauthorized Charge Claims, Disputes and Chargebacks, Intellectual Property, Limitation of Liability, Indemnification, Warranty Disclaimer, Governing Law, Severability, Entire Agreement, and any other provisions that by their nature should survive.

25. Force Majeure

Neither party shall be liable for any failure or delay in performing obligations under these Terms due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, pandemics, strikes, shortages of materials, third-party platform outages, internet service disruptions, power failures, or cyberattacks. During such events, the affected party's obligations shall be suspended for the duration of the event.

26. Age and Authority

By purchasing or using the Services, you represent and warrant that: (a) you are at least 18 years of age; (b) you have the legal capacity to enter into a binding agreement; (c) if accepting on behalf of a business entity, you have full authority to bind that entity to these Terms; and (d) all registration and billing information you provide is accurate and complete.

27. Electronic Acceptance

You agree that clicking "I agree," "Subscribe," "Purchase," or similar buttons, completing a checkout process, signing up for an account, or using the Services constitutes your electronic signature and binding acceptance of these Terms. This electronic acceptance has the same legal force and effect as a handwritten signature. You waive any rights or requirements under any laws or regulations requiring an original signature or delivery of non-electronic records.

28. Informal Dispute Resolution

Before initiating any legal action, arbitration, chargeback, or payment dispute, you agree to contact Company at [email protected] and provide a written description of the issue. Company shall have fifteen (15) business days to attempt to resolve the dispute informally. You agree that failure to follow this informal dispute resolution process prior to initiating a chargeback or formal dispute constitutes a breach of these Terms.

29. Class Action Waiver

To the fullest extent permitted by applicable law, you and Company agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against Company. If this class action waiver is found to be unenforceable, then the entirety of this dispute resolution section shall be null and void.

30. Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

To the fullest extent permitted by applicable law, Company disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Company does not warrant that: (a) the Services will meet your requirements; (b) the Services will be uninterrupted, timely, secure, or error-free; (c) results obtained from use of the Services will be accurate or reliable; or (d) any errors in the Services will be corrected. Any content or data downloaded or otherwise obtained through use of the Services is accessed at your own risk.

31. Notice Provisions

All notices from Company to you may be sent to the email address associated with your account or displayed within the Services or Billing Portal. You are solely responsible for keeping your email address current. Notice is deemed given: (a) upon sending, for email communications; (b) upon posting, for notices within the Services or Billing Portal. All notices from you to Company must be sent to [email protected] and are deemed given upon actual receipt by Company.

32. Annual Plans and Minimum Commitment Terms

If you purchase an annual plan or agree to a minimum commitment term: (a) you are obligated for the full term regardless of actual usage; (b) early cancellation does not entitle you to a refund for the remaining term; (c) if applicable, an early termination fee may apply as disclosed at checkout; (d) cancellation will take effect at the end of the committed term unless otherwise agreed in writing. Annual plan pricing is based on a commitment to the full term; partial-year use does not reduce your obligation.

33. Privacy Policy

Your use of the Services is also governed by our Privacy Policy, available at https://copilotmarketing.agency/privacy-policy. By using the Services, you consent to the collection, use, and disclosure of your information as described in the Privacy Policy.

20. Contact Us

CoPilot Marketing Agency

Support: [email protected]

Contact Support

By using our website or services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.