IMpower Solutions - Terms of Use

Effective Date: December 6, 2025
Last Updated: December 6, 2025

These Terms of Use (the "Terms") form a legally binding contract between OwnerListens, Inc. d/b/a IMpower Solutions ("IMpower," "we," "us," or "our"), a Delaware corporation operating out of California, and the entity you represent ("Customer," "you," or "your").

By signing an order, clicking "accept," creating an account, or using the Services, you agree to these Terms. If you do not agree, do not use the Services. If you're entering into these Terms on behalf of a company, you represent that you have authority to bind that company.

1) Scope; Business Use Only

IMpower provides software, APIs, and related services that enable businesses to message with employees, customers, and other third parties over channels such as SMS, MMS, RCS, WhatsApp, and Facebook Messenger (the "Services"). The Services are provided exclusively for business use. We do not offer products or services to consumers for personal use. Consumers may interact with our platform indirectly by texting with a business that is our Customer.

2) Description of the Services

• Text-enabling existing business numbers (e.g., 10DLC, toll-free) and/or provisioning messaging-capable numbers.
• Web dashboard for conducting and managing conversations.
• Productivity & admin tools such as auto replies, templates, group texting, roles/permissions, and user management.
• APIs for programmatic access to messaging and related features.
• Integrations with third-party platforms (e.g., Slack, email, Zendesk, Shopify).
• Messaging registrations & program compliance support (e.g., TCR brand/campaign for 10DLC, toll-free verification, Meta registration for WhatsApp).
• Compliance tooling to support lawful messaging (e.g., STOP/HELP handling, keyword opt in, suppression lists).

We may add, change, or discontinue features, endpoints, or integrations at any time. Where reasonably practicable, we will provide advance notice of material changes that negatively affect core functionality.

3) Account Registration & Customer Responsibilities

• Account & Users: You must maintain accurate account information and keep credentials secure. You are responsible for all activities under your account by you and by all employees, contractors, and other users acting on your behalf.
• Authority to Text-Enable: If you request text-enablement of a number you provide, you represent and warrant that you own or are duly authorized to control that number, and that enabling messaging will not disrupt emergency, voice, or other services. You agree to provide evidence of number ownership/control (e.g., a current voice provider bill) and a signed Letter of Authorization (LOA) for text enablement.
• Lawful Use & Opt-In: You are responsible for (i) obtaining valid opt-in consent from message recipients, (ii) honoring STOP/UNSUBSCRIBE/HELP and equivalent requests, (iii) maintaining accurate sender identification, and (iv) complying with all applicable laws, carrier rules, and industry guidelines (including TCPA/CTIA in the U.S., CASL in Canada, PECR/UK GDPR in the UK, and GDPR/ePrivacy in the EU). Our tools assist but do not ensure compliance. We automatically honor recognized opt-out keywords sent through the Service (e.g., STOP/UNSUBSCRIBE) and maintain corresponding suppression records. Opt-outs communicated outside the Service (e.g., in person or by email to your business) are not automatically captured; you must promptly update your suppression lists within the Service. We also provide a keyword opt-in feature (e.g., recipients may text a designated keyword such as "hello" to opt into texting).
• Content Responsibility: You control and are solely responsible for all messages, media, links, and other content you send or cause to be sent via the Services ("Customer Content"). You must keep Customer Content compliant with your registered use case(s) and applicable policies for each channel and carrier. Your use must also comply with our Acceptable Use Policy (AUP) as posted or linked in your order or dashboard (incorporated by reference).
• Complaint Rates: You will maintain complaint rates (e.g., spam, 7726 reports, blocks) within acceptable thresholds. Excessive complaints, failed registrations, or unlawful traffic may result in mitigation steps or suspension (see Section 12).
• Third-Party Terms: Some features require third-party accounts or approvals (e.g., Meta for WhatsApp). You're responsible for complying with those third-party terms; approvals are not guaranteed.
• Prohibited Uses: You will not use the Services to send illegal, harmful, deceptive, or abusive content; facilitate fraud; violate intellectual property or privacy rights; or interfere with security or integrity of any network, system, or the Services.

4) Registration & Compliance Support (10DLC, Toll-Free, WhatsApp, etc.)

We may help you prepare and submit registrations and verifications (e.g., TCR brand/campaign registration, toll-free verification, WhatsApp templates). You remain solely responsible for truthfulness and completeness of submissions and for sending only within the approved use case(s). Approval decisions and timing rest with carriers/registries/Meta and are outside our control. We may suspend or restrict traffic that appears mis-registered, misleading, or non-compliant. You agree to provide proof of business identity (e.g., EIN letter or equivalent documentation) and to maintain appropriate online terms/consents on your website (e.g., opt-in checkboxes, privacy disclosures) consistent with the registered use case(s).

Registration/verification and similar program fees are pass-through charges set by carriers/registries/partners. We may collect and remit them as a courtesy; you remain responsible for these fees.

5) Pricing, Plans, and Messaging Packages

• SaaS Subscription: The Services are sold on monthly, annual, or multi-year terms as set forth on your order or online plan selection. Subscriptions auto-renew for successive terms unless canceled per Section 11.
• Messaging Packages: You may purchase message packages as part of your subscription or ad hoc. Unless stated otherwise, packages are prepaid, non-refundable, and expire at the earlier of the package's stated expiration or account termination. Unused messages at the end of a term will carry over to the next term if you renew without lapse.
• Pass-Through Fees & Taxes: You agree to pay carrier surcharges, registry fees, overage charges, taxes, and other pass-through costs. Prices and pass-through fees are subject to change (carriers frequently update rates).
• Billing & Payment: Unless otherwise stated on your order, amounts are due upon invoice or via card/autopay at the start of each billing cycle. Late amounts may accrue interest or late fees and may lead to suspension. Our Billing Policy (as posted or linked in your order or dashboard) is incorporated by reference.
• Message Counting: Billable usage for SMS/MMS is measured by carrier-defined segments/parts and media handling. MMS, international, and off-channel deliveries may bill differently. For billing purposes, each MMS is counted as the equivalent of three (3) SMS segments unless otherwise stated.
• No Refunds: Except where required by law or expressly stated, all fees are non-refundable.

6) Acceptable Use & Anti-Spam

• Opt-Outs: We automatically honor recognized opt-out keywords (e.g., STOP, UNSUBSCRIBE) and provide HELP responses per industry standards. You will not send messages to opted-out recipients.
• Spam & Abuse Reporting: We accept spam complaints and may share information with carriers/partners to mitigate abuse.
• Monitoring: We do not review every message but may monitor, investigate, and take action (including rate-limiting, blocking, suspension) when we detect or reasonably suspect violations or risk to networks, recipients, or our business.
• High-Risk Content: Prohibited categories include, without limitation: illegal content, harassment, hate, adult sexual content, deceptive marketing, SHAFT categories where restricted (sex, hate, alcohol, firearms, tobacco), and any content that violates applicable policies or law.
• AUP Linkage: Your use must comply with our AUP, as posted or linked in your order or dashboard (incorporated by reference).

7) Data Protection & Privacy

• Roles: As between the parties, Customer is the controller (or equivalent) of personal data in Customer Content, and IMpower is a processor/service provider that processes such data on your documented instructions to provide the Services.
• DPA: A Data Processing Addendum ("DPA") incorporating applicable SCCs/UK IDTA or other transfer mechanisms is available and, if executed or referenced in your order, becomes part of these Terms.
• Security: We implement reasonable technical and organizational measures designed to protect Service Data. No method of transmission or storage is 100% secure. Our security overview and data retention practices (as posted or linked in your order or dashboard) are incorporated by reference.
• Privacy Policy: Additional details about our privacy practices are in our Privacy Policy at https://impower.solutions/privacy-policy/, which is incorporated by reference.
• Data Retention & Deletion: We retain Service Data as needed for the Services, legal compliance, and dispute resolution. Upon termination or request, and subject to legal retention obligations, we will delete or return Customer Personal Data consistent with the DPA.
• Records of Consent & Suppression: You are responsible for maintaining evidence of opt-in, honoring opt-out requests, and promptly updating suppression lists when recipients opt out through channels outside the Service.

8) License; Ownership; Feedback

• Customer Content: You grant us a non-exclusive, worldwide, royalty-free license to host, cache, transmit, display, and process Customer Content solely to provide the Services and to comply with law, carrier requirements, and these Terms.
• Our IP: We and our licensors retain all rights, title, and interest in and to the Services, software, APIs, documentation, and brand features. No rights are granted by implication.
• Restrictions: You will not copy, modify, reverse engineer, or create derivative works of the Services; or remove proprietary notices.
• Feedback: If you provide feedback, you grant us a perpetual, irrevocable license to use it without restriction or compensation.

9) Integrations; Third-Party Services

Use of integrations may require third-party accounts subject to their terms. We are not responsible for third-party services, their availability, or their data handling. We may share limited data with integration partners to enable the integration per your settings and our Privacy Policy.

10) Support; Maintenance; Beta Features

• Support: We provide standard support per your plan.
• Maintenance: From time to time we may perform maintenance that could impact availability.
• Beta/Preview: Beta features are provided AS IS, may be modified or discontinued at any time, and are excluded from any SLA or warranty.

11) Term; Cancellation; Renewal

Your subscription term begins on the effective date of your order and continues for the committed term. Auto-renewal applies unless you provide non-renewal notice at least 30 days before the end of the then-current term (or as otherwise stated on your order). You may cancel for convenience effective at the end of your current term; prepaid fees are non-refundable.

12) Suspension & Termination

We may suspend or limit the Services immediately if we reasonably determine that: (a) your use is unlawful, abusive, or causes excessive complaints; (b) you fail to pay undisputed fees; (c) you violate these Terms; or (d) suspension is required to protect networks, recipients, or our platform. We may terminate for cause upon notice if uncured violations persist. You may terminate for cause if we materially breach these Terms and fail to cure within 30 days after written notice.

13) Warranties; Disclaimers

• Mutual: Each party represents it is duly organized and has authority to enter these Terms.
• Customer: You represent that your messaging programs (including opt-in, content, and targeting) comply with law and applicable carrier/registry policies, and that you have all rights in Customer Content.
• IMPOWER DISCLAIMER: THE SERVICES ARE PROVIDED "AS IS." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. WE DO NOT WARRANT THAT REGISTRATIONS OR VERIFICATIONS WILL BE APPROVED, THAT DELIVERY IS GUARANTEED, OR THAT THE SERVICES WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED.

14) Indemnification

• By Customer: You will defend and indemnify IMpower, its affiliates, and their officers, directors, and employees from and against third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Content; (b) your messaging programs (including alleged TCPA/CASL/PECR/GDPR violations), complaint rates, or lack of consent; (c) your breach of these Terms; or (d) your misuse of the Services.
• By IMpower: We will defend and indemnify you against third-party claims alleging that our proprietary software (as provided by us and used per these Terms) directly infringes a U.S. patent, copyright, or trademark. If infringement is alleged, we may modify the Services, procure rights, or terminate the affected feature with a pro-rata refund of prepaid fees for the terminated portion. This section does not apply to claims based on combinations, modifications, or Customer Content.

15) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES; and (b) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO IMPOWER IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. Nothing in this section limits liability for willful misconduct or amounts that cannot be limited by law.

16) Publicity

With your prior consent (email sufficient), we may use your name and logo in customer lists and marketing materials. You may revoke consent at any time by written notice.

17) Confidentiality

Each party may access the other's non-public information ("Confidential Information"). The receiving party will use such information only to perform under these Terms and protect it using reasonable measures. Exclusions apply for information that is public, independently developed, or rightfully obtained without restriction. Legal disclosures are permitted with notice where lawful.

18) Export; Sanctions

You represent that you and your end users are not located in, organized in, or ordinarily resident in any embargoed country and are not on any restricted lists. You will not use the Services in violation of export control or sanctions laws.

19) Notices

Notices must be in writing. We may notify you via your account email or dashboard. You may send legal notices to: [email protected] (with a copy to [email protected]). Physical notice details may be provided upon request.

20) Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will post the updated Terms and, where required, provide notice. Your continued use after the effective date constitutes acceptance of the updated Terms.

21) Governing Law; Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflicts of law rules. The parties consent to the exclusive jurisdiction and venue of state and federal courts located in Delaware for disputes not subject to arbitration (if the parties later agree to an arbitration addendum, that addendum will govern).

22) U.S., Canada, UK & EU Messaging Compliance Acknowledgment

You acknowledge that messaging into or within the U.S., Canada, the UK, and the EU is subject to additional rules (e.g., TCPA/CTIA, CASL, PECR/UK GDPR, GDPR/ePrivacy). You are responsible for program and template approvals, disclosures, opt-in recordkeeping, quiet hours where applicable, age-gating where required, and honoring local consumer rights requests. Our tools assist but do not ensure compliance.

23) Suspension for Security or Network Protection

We may immediately throttle, block, or suspend traffic that threatens platform integrity, violates carrier or registry requirements, or exceeds acceptable complaint or error thresholds. We will notify you (where practicable) and work with you to remediate.

24) Termination Effects; Data Portability

Upon termination or expiration, your right to access the Services ceases. Upon request and subject to account standing, we will make available a reasonable export of your conversation data then in our possession. We may retain data as required by law, for fraud prevention, or to enforce rights.

25) Miscellaneous

• Entire Agreement: These Terms, your order(s), and any incorporated policies/DPA constitute the entire agreement and supersede prior or contemporaneous terms regarding the Services.
• Order of Precedence: If there is a conflict, an executed order or addendum controls, then these Terms, then referenced policies.
• Assignment: Neither party may assign without the other's consent, except to an affiliate or in connection with a merger, acquisition, or sale of assets, with notice.
• Force Majeure: Neither party is liable for delay or failure due to events beyond its reasonable control.
• Severability & Waiver: If a provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.
• Independent Contractors: The parties are independent contractors; no agency or partnership is created.
• Headings: Headings are for convenience and do not affect interpretation.

Channel-Specific Disclosures (Summaries)

• SMS/MMS (10DLC & Toll-Free): Delivery, throughput, and campaign approvals depend on carriers/registries. Message and data rates may apply to recipients.
• RCS: Availability varies by device, OS, and carrier; fallbacks may apply.
• WhatsApp & Facebook Messenger: Template approvals, sender verification, and message categories are governed by Meta policies; fees may apply and change.
• Email/Other Integrations: Third-party terms and service levels apply.

Need Help or See Abuse?

• Abuse/Spam reports: [email protected]
• Support: [email protected]