Terms of Service

Introduction

These Terms of Service ("Terms") govern your access to and use of the software, platform, APIs, plugins, and related services provided by NetroFlex CIP™ ("we," "us," or "our"), a Conversion Intelligence Platform operated by NetroFlex, a US-based software company.

By accessing or using any part of the Services — including but not limited to the NetroFlex CIP™ web platform, WordPress plugin, embedded forms, API, or any Pro Add-On features — you agree to be bound by these Terms in full. If you do not agree, do not use the Services.

These Terms apply to all users, including site operators, agency clients, developers, and any individual or entity accessing the Services on behalf of an organisation.

These Terms should be read alongside our Privacy Policy, which governs how we collect and process personal data.

Nature of the Service

NetroFlex CIP™ is a performance intelligence platform that provides software tools for conversion tracking, lead scoring, engagement analysis, and communication workflow assistance.

Specifically, NetroFlex CIP™:

• Provides software tools — it does not make business, legal, financial, or communication decisions
• Processes lead data on behalf of site operators — it does not own or control that data
• Generates engagement scores and AI-assisted suggestions — it does not guarantee their accuracy or outcomes
• Enables communication workflows — it does not initiate, send, or control communications on your behalf
• Provides analytics on on-screen engagement — it does not conduct real-world surveillance or location tracking

NetroFlex CIP™ is designed solely as a marketing workflow and lead prioritisation tool. It must not be used as a system for evaluating individuals in any legal, financial, employment, credit, insurance, housing, or eligibility context.

User Responsibility

By using NetroFlex CIP™, you represent and warrant that you:

• Are at least 18 years of age or the legal age of majority in your jurisdiction
• Have the legal authority to enter into these Terms on your own behalf or on behalf of an organisation
• Will use the Services only for lawful purposes and in compliance with all applicable laws and regulations
• Have obtained, or will obtain, all necessary consents from individuals before collecting, processing, or communicating with them through the Services
• Will provide accurate, current, and complete information when creating your account or using the Services
• Are responsible for all activity that occurs under your account

You are solely responsible for ensuring that your use of the Services complies with all applicable laws in your jurisdiction, including but not limited to privacy laws, consumer protection laws, anti-spam laws, telecommunications regulations, and data protection frameworks.

Communications Disclaimer

Communication features — including SMS, calling, video calls, voice memos, email outreach, and scheduling — are offered as optional functionality within the platform. When enabled:

• All communications are initiated by the user, not by NetroFlex CIP™
• NetroFlex CIP™ does not determine when, whether, or how you contact a lead
• NetroFlex CIP™ does not evaluate the legal compliance of any communication you initiate
• You are solely responsible for obtaining all required consent before contacting any individual

4.1 Frost AI — Assisted Intelligence, Not Autonomous Action

NetroFlex CIP™ may include Frost, an AI assistant that analyses engagement signals and generates suggested actions or draft communications. Frost operates as a decision support system only.

• Frost suggests actions based on engagement data
• Frost drafts messages for your review
• Frost does not send any communication automatically or without your explicit approval
• All communications require manual review and explicit approval by the user before sending
• NetroFlex CIP™ cannot and does not initiate contact with any lead independently

The platform may provide recommendations or draft communications. NetroFlex does not send messages automatically. All communications are initiated and controlled by you, the user. You are responsible for all messages sent through the platform, including AI-drafted messages you choose to send.

4.2 AI-Generated Content — User Responsibility

NetroFlex CIP™ may generate draft communications, suggested message copy, and recommended actions for user convenience. With respect to all AI-generated content:

• Users are solely responsible for reviewing, modifying, and approving all generated content before it is sent
• NetroFlex does not verify, validate, or assume responsibility for the accuracy, appropriateness, legality, or effectiveness of any generated content
• Generated communications are provided as optional drafts only — they are never sent without explicit user action
• The fact that content was generated by Frost does not reduce or transfer the user's responsibility for that content in any way
• Users must independently verify that all AI-generated content complies with applicable laws before sending

NetroFlex provides suggested content. Users review and send communications at their sole discretion. This is the complete and final allocation of responsibility for all generated content.

4.3 Communication Action Logging

For platform integrity, security, and dispute resolution purposes, NetroFlex CIP™ maintains logs of communication actions taken through the platform. These logs may include:

• The timestamp at which a draft message was generated by Frost
• The timestamp at which the user clicked send or approved the communication
• Whether the user edited the generated draft before sending
• The communication channel used (SMS, email, call, etc.)
• The account and session associated with the action

These logs exist to establish a clear and verifiable record that all communications were reviewed and sent by the user — not by NetroFlex CIP™. In the event of any dispute, claim, or legal proceeding, these logs may be used to demonstrate that the user independently reviewed and chose to send the communication. Communication action logs are retained for a minimum of 24 months.

By using communication features, you acknowledge and consent to this logging and its use for dispute resolution and platform integrity purposes.

4.4 TCPA and Communications Law Compliance

You are solely responsible for complying with all applicable communications laws, including but not limited to:

• The Telephone Consumer Protection Act (TCPA) for SMS and automated or prerecorded calls in the United States
• The CAN-SPAM Act for commercial email communications
• GDPR Article 6 for any communications involving individuals in the EU or EEA
• Any applicable local, national, or international laws governing electronic communications in your jurisdiction or the jurisdiction of your recipients

You must provide recipients with a clear and accessible method to opt out of communications, such as replying STOP for SMS where applicable. You are responsible for honouring all opt-out requests promptly and maintaining accurate records of consent.

Embedded Forms and External Use

NetroFlex CIP™ allows users to deploy forms on external websites using embedded HTML code, JavaScript snippets, or platform integrations including WordPress shortcodes. When deploying forms on external websites, you agree and acknowledge the following:

• You are solely responsible for providing appropriate and legally required privacy disclosures to visitors on the website where the form is hosted
• You are solely responsible for obtaining valid user consent before collecting any personal data through the form, in accordance with all applicable laws including GDPR, CCPA, and any other relevant legislation
• You are solely responsible for ensuring that the deployment and use of embedded forms on external websites complies with all applicable data protection and privacy laws in your jurisdiction
• NetroFlex does not control the context in which forms are deployed and is not responsible for how data is collected, presented, or disclosed on external websites
• NetroFlex processes data submitted through embedded forms on your behalf as a data processor — the site operator remains the data controller

Failure to comply with applicable privacy and consent requirements when deploying embedded forms is solely your responsibility and liability. NetroFlex accepts no liability for non-compliant deployment of embedded forms by users.

System Identifiers

Embedded forms and platform integrations may include unique system identifiers required for routing submitted data to the correct NetroFlex CIP™ account and enabling platform functionality such as lead tracking, reporting, and scoring.

You acknowledge and agree that:

• These identifiers are technical routing mechanisms and not cross-site tracking tools
• These identifiers do not track individuals across unrelated websites or identify personal identities beyond the specific form submission context
• NetroFlex uses these identifiers solely to operate the Services and attribute submissions to the appropriate account
• You must not modify, remove, or circumvent system identifiers in any way that disrupts platform functionality or misattributes data

Analytics Scope and Limitations

NetroFlex CIP™ analyses digital interaction patterns within websites and applications, including engagement signals and spatial interaction behaviour such as cursor movement, click positioning, scroll depth, and viewport visibility.

• All analytics are strictly limited to on-screen, in-browser activity within the specific implementation of the Services
• Analytics do not constitute real-world tracking, physical surveillance, or monitoring of individuals outside a digital environment
• NetroFlex CIP™ does not collect GPS data, precise geographic location, or any real-world physical location information
• Analytics data is used to generate engagement scores and insights for site operators — it is not used to make legal or financial decisions about any individual
• Engagement scores and classifications are probabilistic signals, not definitive assessments

7.1 Prohibited Analytics Misuse

You may not use platform analytics data or CIP™ outputs to:

• Identify individuals based solely on behavioural patterns
• Attempt to track physical location or real-world movement
• Conduct surveillance or monitoring activities outside the intended scope of the Services
• Make decisions in regulated contexts including employment, credit, insurance, housing, or legal eligibility
• Create or contribute to biometric profiles or sensitive personal characteristic inferences

Prohibited Use

You may not use NetroFlex CIP™ to:

• Send unsolicited communications — including spam, bulk unsolicited messages, or any communication sent without valid prior consent
• Harass, threaten, or abuse any individual through the platform's communication features
• Conduct unlawful outreach — including any communication that violates TCPA, CAN-SPAM, GDPR, or any other applicable law
• Perform surveillance — including monitoring individuals beyond the digital engagement context of the Services
• Profile individuals for regulated decisions — including any use of CIP™ scoring in employment, credit, insurance, housing, or legal eligibility contexts
• Attempt to identify individuals through behavioural patterns, spatial data, or any combination of data points beyond what is necessary for lawful lead management
• Reverse-engineer, decompile, or copy any part of the platform, its algorithms, scoring logic, or source code
• Circumvent security measures — including accessing accounts, data, or systems you are not authorised to access
• Introduce malicious code — including viruses, malware, or any code designed to disrupt, damage, or gain unauthorised access to systems
• Resell or sublicense access to the Services without express written permission from NetroFlex
• Use the Services to facilitate illegal activity of any kind
• Misrepresent your identity or affiliation when using the Services

No Reliance on Platform Outputs

All outputs generated by NetroFlex CIP™ — including engagement scores, lead classifications, cold/warm/hot designations, behavioural inferences, AI-generated suggestions, and Frost-drafted communications — are provided for informational and workflow assistance purposes only.

• Platform outputs are not guaranteed to be accurate, complete, or reliable
• Engagement scores are probabilistic signals based on available interaction data, not definitive assessments of any individual's intent, value, or characteristics
• NetroFlex CIP™ does not provide business, marketing, legal, financial, or any other form of professional advice
• Nothing in the platform or its outputs should be construed as advice of any kind
• You are solely responsible for any decisions, actions, business outcomes, or consequences resulting from your use of platform outputs
• NetroFlex accepts no liability for decisions made in reliance on CIP™ scores, classifications, AI suggestions, or any other platform output

Limitation of Liability

To the maximum extent permitted by applicable law, NetroFlex CIP™ and its officers, directors, employees, agents, and affiliates shall not be liable for:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, business opportunities, or goodwill
• Damages arising from your communications, outreach, or actions taken using the platform
• Damages arising from decisions made in reliance on platform outputs, scores, or AI suggestions
• Damages arising from third-party service failures, outages, or errors
• Damages arising from unauthorised access to your account or data due to your failure to maintain account security
• Damages arising from your failure to comply with applicable laws in your jurisdiction
• Any claim related to content you publish, collect, or communicate through the Services

Liability Cap: In no event shall NetroFlex's total aggregate liability to you for any and all claims arising from or related to your use of the Services exceed the total fees you paid to NetroFlex in the twelve (12) months immediately preceding the event giving rise to the claim. If you have not paid any fees, NetroFlex's total liability shall not exceed one hundred US dollars (USD $100).

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, liability is limited to the fullest extent permitted by law.

10.1 No Warranty — As Is / As Available

The Services are provided "as is" and "as available" without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, completely secure, or free of harmful components. We do not warrant that any defects will be corrected or that the Services will meet your specific requirements.

Indemnification

You agree to defend, indemnify, and hold harmless NetroFlex CIP™ and its officers, directors, employees, agents, licensors, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• Your use of or access to the Services
• Any communications you send through or facilitated by the platform
• Your failure to obtain required consent from individuals before collecting, processing, or communicating with them
• Your violation of these Terms or any applicable law or regulation
• Your deployment of embedded forms on external websites without appropriate disclosures or consent mechanisms
• Any decisions, actions, or outcomes resulting from your use of platform outputs, scores, or AI-generated content
• Any claim by a third party arising from your use of the Services
• Your violation of any third party's rights, including intellectual property, privacy, or publicity rights

NetroFlex reserves the right, at its own expense, to assume exclusive defence and control of any matter subject to indemnification by you, in which case you agree to cooperate fully with NetroFlex in asserting available defences.

No Agency Relationship

Nothing in these Terms or in your use of the Services creates or shall be construed to create any agency, partnership, joint venture, employment, franchise, or fiduciary relationship between you and NetroFlex.

• NetroFlex does not act as your agent, representative, or intermediary in any communication or transaction
• NetroFlex does not act on your behalf in any legal, commercial, or operational capacity
• You may not represent yourself as an agent, employee, or affiliate of NetroFlex
• You may not make any representation, warranty, or commitment on behalf of NetroFlex

Each party is an independent contractor with respect to the other. NetroFlex's provision of software tools does not create any obligation, responsibility, or liability beyond what is expressly stated in these Terms.

Force Majeure

NetroFlex shall not be liable for any failure, delay, interruption, or degradation of the Services resulting from causes beyond our reasonable control, including but not limited to:

• Internet outages, network failures, or telecommunications disruptions
• Server, cloud, or hosting infrastructure failures or outages
• Failures or disruptions caused by third-party service providers, including but not limited to cloud communications platforms, email delivery services, and video conferencing providers
• Distributed denial-of-service attacks, cyberattacks, or other malicious acts by third parties
• Acts of God, natural disasters, pandemics, or other events of force majeure
• Acts of government, regulatory actions, embargoes, or changes in applicable law
• Labour disputes, strikes, or other industrial action outside our control

In the event of a force majeure event, NetroFlex will use commercially reasonable efforts to restore the Services as quickly as practicable. We will notify users of material service disruptions where reasonably possible.

Dispute Resolution and Arbitration

14.1 Informal Resolution First

Before initiating any formal dispute resolution process, you agree to first contact NetroFlex at privacy@netroflex.com with a written description of the dispute, the relief sought, and your contact information. The parties agree to attempt to resolve the dispute informally for a period of thirty (30) days before proceeding to arbitration.

14.2 Binding Arbitration

If informal resolution is unsuccessful, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or your use of the platform — including questions of arbitrability — shall be resolved through final and binding arbitration rather than in court, except where prohibited by applicable law.

Arbitration shall be conducted by a mutually agreed upon arbitration body under its then-current rules. The arbitration shall take place in the United States, and the arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.3 Class Action Waiver

To the maximum extent permitted by applicable law, you waive any right to participate in or bring a class action, collective action, or representative action against NetroFlex. All claims must be brought on an individual basis only. This waiver applies to both court and arbitration proceedings.

14.4 Exceptions

Notwithstanding the above, either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent imminent harm, protect intellectual property rights, or enforce obligations that cannot adequately be remedied through arbitration.

14.5 Applicable Law Exceptions

Nothing in this section applies to the extent that applicable law in your jurisdiction prohibits mandatory arbitration or class action waivers. In such jurisdictions, disputes shall be resolved in accordance with applicable law.

Billing and Refunds

15.1 Payment and Fees

Access to certain features of the Services requires payment of applicable subscription fees. By subscribing to a paid plan, you agree to pay all fees in accordance with the pricing and billing terms presented at the time of purchase. All fees are stated in US dollars unless otherwise specified.

Payments are processed securely through third-party payment processors. NetroFlex does not store full payment card details on its servers. You are responsible for providing accurate and current billing information.

15.2 Subscription Renewal

Paid subscriptions automatically renew at the end of each billing period unless cancelled before the renewal date. You are responsible for cancelling your subscription before the renewal date if you do not wish to be charged for the next period. Renewal charges are non-refundable once processed.

15.3 Refund Policy

All payments are final unless otherwise stated or required by applicable law. NetroFlex does not guarantee refunds for subscription fees, including fees for unused time remaining in a billing period following cancellation.

• Failure to use the platform during a billing period does not entitle you to a refund
• Dissatisfaction with platform outputs, scores, or AI-generated suggestions does not constitute grounds for a refund
• Refunds may be considered at NetroFlex's sole discretion in cases of documented technical failure attributable directly to NetroFlex
• Where required by applicable consumer protection law, statutory refund rights are not affected by this policy

15.4 Price Changes

NetroFlex reserves the right to change subscription pricing at any time. Existing subscribers will be given advance notice of any price changes before they take effect. Continued use of the Services after a price change takes effect constitutes your acceptance of the new pricing.

15.5 Taxes

You are responsible for all taxes, duties, levies, or similar charges imposed by any government authority on your use of the Services, except for taxes based on NetroFlex's net income.

Account Security

You are responsible for maintaining the confidentiality and security of your account credentials, including your username, password, and any API keys associated with your account.

• You are responsible for all activity that occurs under your account, whether or not authorised by you
• You must not share your account credentials with any unauthorised person or entity
• You must notify NetroFlex immediately at privacy@netroflex.com if you become aware of any unauthorised access to or use of your account
• You are responsible for securing your API keys and ensuring they are not exposed in publicly accessible code repositories, client-side code, or insecure environments
• NetroFlex is not liable for any loss or damage arising from your failure to maintain account security or from unauthorised access to your account resulting from your negligence

NetroFlex reserves the right to suspend or terminate accounts that show signs of unauthorised access, suspicious activity, or security compromise, without prior notice where necessary to protect the platform and its users.

Third-Party Services and Failure Disclaimer

NetroFlex CIP™ may integrate with or rely upon third-party service providers to deliver certain features, including cloud communications platforms, email delivery services, video conferencing providers, hosting infrastructure, and payment processors.

• NetroFlex is not responsible for any failures, delays, errors, outages, or data loss caused by third-party service providers
• Third-party providers operate independently and are subject to their own terms of service and privacy policies
• NetroFlex does not control the availability, reliability, or data practices of third-party providers
• The inclusion of third-party integrations does not constitute an endorsement, warranty, or guarantee of their services
• You acknowledge that disruptions caused by third-party providers may affect the availability or functionality of the Services, and that NetroFlex shall not be liable for such disruptions

Where third-party services process personal data on behalf of NetroFlex, they do so as independent processors and are responsible for their own compliance with applicable data protection laws.

Termination

18.1 Termination by NetroFlex

NetroFlex reserves the right to suspend, restrict, or terminate your access to the Services at any time, with or without notice, for any of the following reasons:

• Violation of these Terms or any applicable law or regulation
• Misuse of the platform, including prohibited communications, spam, or harassment
• Non-payment of applicable fees
• Suspicious activity, security concerns, or suspected fraudulent use of the account
• Any conduct that NetroFlex reasonably determines to be harmful to the platform, other users, or third parties

In cases of serious or intentional violation, termination may be immediate and without refund.

18.2 Termination by You

You may terminate your account at any time by contacting NetroFlex at privacy@netroflex.com or through the account management section of the platform. Termination does not entitle you to a refund of any prepaid fees, except where required by applicable law.

18.3 Effect of Termination

Upon termination of your account:

• Your access to the Services will cease immediately or at the end of the current billing period, depending on the reason for termination
• NetroFlex may delete your account data in accordance with our data retention policies as described in our Privacy Policy
• Sections of these Terms that by their nature should survive termination — including Sections 9, 10, 11, 12, 14, and 19 — shall remain in full force and effect

Governing Law and Miscellaneous

19.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United States, without regard to its conflict of law principles. Where applicable, state law of the state in which NetroFlex is incorporated shall apply.

19.2 Jurisdictional Limitation

Our Services are intended for use by businesses and individuals operating in compliance with applicable laws in their jurisdiction. By using the Services, you represent that your use does not violate any laws applicable to you in your jurisdiction.

19.3 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and NetroFlex with respect to the Services. They supersede all prior and contemporaneous agreements, representations, and understandings between the parties.

19.4 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

19.5 Waiver

No failure or delay by NetroFlex in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. No waiver of any breach shall be deemed a waiver of any subsequent breach.

19.6 Assignment

You may not assign or transfer your rights or obligations under these Terms without the prior written consent of NetroFlex. NetroFlex may assign or transfer these Terms, in whole or in part, without restriction and without notice to you, including in connection with a merger, acquisition, or sale of assets.

19.7 Changes to These Terms

NetroFlex reserves the right to update or modify these Terms at any time. When we make material changes, we will update the "Last Updated" date at the top of this page and, where appropriate, notify users by email. Continued use of the Services after changes are posted constitutes your acceptance of the revised Terms.

19.8 Contact

For questions about these Terms, contact us at: