Terms of Service

1Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Zenvo Automations LLC ("Zenvo Automations," "we," "our," or "us"), a marketing and automation agency headquartered in West St. Paul, Minnesota.

By accessing or using our website at zenvoautomations.com, submitting an inquiry form, executing a Service Agreement or Statement of Work, making a payment, or otherwise engaging with our services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety, along with our Privacy Policy, which is incorporated herein by reference.

If you do not agree to these Terms, you must immediately cease use of our website and services. If you are entering into these Terms on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

2Services Offered

Zenvo Automations provides marketing and automation services to businesses and individuals. Our service offerings include, but are not limited to:

• Done-For-You Automation Builds: Custom design, development, and deployment of marketing and business automation workflows, CRM configurations, pipeline buildouts, email and SMS sequences, and related systems using platforms including GoHighLevel
• Monthly Retainer & Management: Ongoing management, optimization, monitoring, and support of automation systems, CRM platforms, and marketing infrastructure on a recurring basis
• One-Time Consulting & Strategy: Strategic advisory sessions, automation audits, workflow planning, technology stack recommendations, and implementation roadmaps
• SaaS / Platform Access: Where applicable, access to software tools, platforms, sub-accounts, templates, or proprietary systems operated or licensed by Zenvo Automations

The specific scope, deliverables, timeline, and pricing for each engagement will be defined in a separate Service Agreement, Statement of Work (SOW), or proposal ("Service Agreement") executed between the parties. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall control with respect to the specific engagement described therein.

3Service Agreements & Statements of Work

Each engagement with Zenvo Automations is governed by a Service Agreement or Statement of Work that defines the specific deliverables, timeline, fees, and any additional terms applicable to that project or retainer. No service will commence without an executed Service Agreement and receipt of any required deposit or initial payment.

Project Scope

Work performed by Zenvo Automations will be limited to the scope described in the applicable Service Agreement. Any requests for work outside the agreed scope ("out-of-scope work") will require a written change order or amendment to the Service Agreement before work begins. Zenvo Automations reserves the right to decline out-of-scope requests or to quote them as separate engagements.

Timeline & Milestones

Project timelines, where provided, are estimates only and are contingent upon timely receipt of all required materials, access, and approvals from the Client (see Section 6). Delays caused by the Client's failure to provide required inputs will not constitute a breach by Zenvo Automations, and timelines will be adjusted accordingly.

4Payment Terms

Invoicing & Due Dates

All fees are as specified in the applicable Service Agreement. Unless otherwise stated in a Service Agreement, invoices are due upon receipt. Zenvo Automations may require a deposit of up to 50–100% of the project fee prior to commencing work, as specified in the Service Agreement.

Recurring & Retainer Payments

For monthly retainer or subscription-based engagements, fees will be invoiced on the agreed billing cycle (typically monthly, on the same date each month). Continued access to services and deliverables is contingent upon receipt of payment. Zenvo Automations reserves the right to pause or suspend services for accounts with outstanding balances.

Late Payments

Invoices not paid within 7 days of the due date may incur a late fee of 1.5% per month (18% annually) on the outstanding balance, or the maximum rate permitted by Minnesota law, whichever is less. Zenvo Automations reserves the right to suspend or terminate services for non-payment without liability. Client remains responsible for all outstanding fees regardless of service suspension or termination.

5Refund & Cancellation Policy

Before Work Begins

If a Client cancels a project in writing before Zenvo Automations has commenced any work on the engagement, any deposit paid may be refunded at Zenvo Automations' sole discretion, less any administrative or processing fees incurred. Deposits paid for scheduled consulting sessions are non-refundable if the session is not cancelled at least 48 hours in advance.

Cancellation of Retainer Services

Either party may cancel a monthly retainer engagement by providing written notice to the other party. Unless otherwise specified in the applicable Service Agreement, the cancellation will take effect at the end of the current billing period. No partial-month refunds will be issued. Client remains responsible for all fees due through the end of the final billing period.

Abandoned Projects

If a project becomes stalled due to Client non-responsiveness or failure to provide required materials or approvals for a period of 30 days or more, Zenvo Automations reserves the right to treat the project as abandoned. In such cases, all fees paid are forfeited and no further work will be performed. Resuming the project may require a new Service Agreement and additional fees.

Service Termination by Zenvo Automations

In the event Zenvo Automations terminates a Service Agreement for reasons not attributable to Client default, Zenvo Automations will refund any prepaid fees for services not yet rendered, on a pro-rated basis, as the sole remedy available to the Client.

6Client Responsibilities

The success of any engagement depends significantly on the Client's active participation and timely fulfillment of obligations. By entering into a Service Agreement with Zenvo Automations, Client agrees to the following responsibilities:

Provision of Access & Materials

• Provide timely access to all platforms, accounts, tools, and systems required for Zenvo Automations to perform the agreed services (including but not limited to CRM platforms, ad accounts, website backends, email platforms, and social media accounts)
• Supply all required content, copy, branding assets, imagery, and other materials in a timely manner and in the formats specified
• Grant necessary permissions, admin access, and API credentials as needed for service delivery
• Ensure that all materials provided to Zenvo Automations are accurate, current, and do not infringe upon the intellectual property or privacy rights of any third party

Timely Communication & Approvals

• Respond to requests for input, approvals, and feedback within a reasonable timeframe (typically 3–5 business days unless otherwise agreed)
• Designate a primary point of contact with authority to make decisions on behalf of Client's organization
• Provide prompt written approval of deliverables or detailed written feedback requesting revisions

Compliance

• Ensure that all content, campaigns, and business practices reviewed or implemented by Zenvo Automations on Client's behalf comply with applicable laws, platform policies, and industry regulations
• Maintain appropriate legal authority to conduct marketing and outreach to Client's contact lists, including compliance with CAN-SPAM, TCPA, and any applicable state laws
• Not provide Zenvo Automations with access to any systems, data, or contact lists obtained in violation of applicable law

7Intellectual Property

Zenvo Automations' Proprietary Materials

All intellectual property owned by or licensed to Zenvo Automations prior to or independent of any engagement — including but not limited to proprietary workflows, automation frameworks, templates, processes, methodologies, code libraries, training materials, and the Zenvo Automations brand — remains the exclusive property of Zenvo Automations. Nothing in these Terms or any Service Agreement transfers ownership of Zenvo Automations' proprietary intellectual property to Client.

Deliverables & Work Product

Ownership of deliverables created by Zenvo Automations for Client — including custom automation builds, configured workflows, copy, and campaign assets — will be as specified in the applicable Service Agreement. Where a Service Agreement expressly grants Client ownership of deliverables upon full payment, such transfer of ownership takes effect only upon receipt of all outstanding fees in full.

Unless otherwise specified in writing, any Zenvo Automations proprietary templates, frameworks, or underlying tools used to build Client deliverables remain the property of Zenvo Automations, even if incorporated into or used to create Client-owned deliverables. Client receives a non-exclusive, non-transferable license to use such components solely in connection with the deliverables provided.

Client Materials

Client retains all ownership rights in content, data, branding, and other materials provided to Zenvo Automations. Client grants Zenvo Automations a limited, non-exclusive license to use such materials solely for the purpose of performing the agreed services. Zenvo Automations will not use Client materials for any other purpose without prior written consent.

Portfolio & Testimonials

Unless Client expressly requests otherwise in writing, Zenvo Automations reserves the right to reference Client's name and describe the general nature of services provided (without disclosing confidential details) for portfolio, case study, and marketing purposes.

8Access & Credentials

In the course of providing services, Zenvo Automations may require access to Client's third-party accounts, platforms, and systems. Client agrees to provide such access as reasonably necessary for service delivery and to revoke access promptly upon termination of the engagement.

• Client is responsible for ensuring that shared credentials are appropriately permissioned and that sharing access complies with the terms of service of the applicable platforms
• Zenvo Automations will handle all access credentials with reasonable care and will not use them for any purpose beyond the agreed scope of services
• Zenvo Automations will not be held liable for any security incidents, data breaches, or platform violations arising from credentials or access provided by Client that were not properly secured prior to sharing
• Upon project completion or termination, Client is responsible for revoking or rotating any credentials shared with Zenvo Automations

Where Zenvo Automations provides Client with login credentials to a client portal, dashboard, or platform operated by Zenvo Automations, such credentials are for Client's use only and may not be shared with unauthorized third parties. Zenvo Automations reserves the right to suspend access for security violations or non-payment.

9GoHighLevel Sub-Accounts

Where services include provisioning of a GoHighLevel (GHL) sub-account for Client's use, the following terms apply:

• The sub-account is provisioned under Zenvo Automations' GHL agency account and is subject to GoHighLevel's Terms of Service and Acceptable Use Policy
• Client's use of the sub-account must comply with all applicable GHL policies, including messaging, email sending, and data handling requirements
• Zenvo Automations is not responsible for downtime, data loss, feature changes, or service interruptions attributable to GoHighLevel's platform
• Upon termination of services, Client's access to the sub-account may be suspended. Data portability and transition terms will be addressed in the applicable Service Agreement
• Any fees charged by GoHighLevel for SMS, email, phone, or other usage-based services within the sub-account are the responsibility of the Client, unless expressly included in the Service Agreement
• Zenvo Automations reserves the right to monitor sub-account activity to ensure compliance with GHL's policies and these Terms

10Confidentiality

Each party (the "Receiving Party") agrees to hold in strict confidence all non-public information disclosed by the other party (the "Disclosing Party") in connection with the engagement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information").

Confidential Information includes, but is not limited to: business strategies, pricing, client lists, financial information, proprietary processes, system configurations, marketing plans, and technical data. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this agreement; (b) was rightfully known prior to disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party provides prompt written notice to the Disclosing Party.

Each party agrees to: (i) use Confidential Information only for the purposes of the engagement; (ii) not disclose Confidential Information to any third party without prior written consent; and (iii) protect Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care.

Confidentiality obligations shall survive termination of the engagement for a period of three (3) years.

11Warranties & Disclaimers

Zenvo Automations Warranties

Zenvo Automations warrants that: (i) it has the right and authority to enter into Service Agreements and perform the services described therein; (ii) services will be performed in a professional and workmanlike manner consistent with industry standards; and (iii) to the best of its knowledge, the deliverables it creates will not infringe upon the intellectual property rights of any third party.

Disclaimer of Warranties

Except as expressly set forth in these Terms or a Service Agreement, all services and deliverables are provided "as is" and "as available" without warranty of any kind, express or implied. Zenvo Automations expressly disclaims all implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Zenvo Automations does not warrant that its services will be uninterrupted, error-free, or free from security vulnerabilities, or that third-party platforms and tools used in the delivery of services will be continuously available or function as expected.

12Limitation of Liability

Zenvo Automations' total cumulative liability to Client for any and all claims arising out of or related to a Service Agreement or these Terms — whether in contract, tort, strict liability, or otherwise — shall not exceed the total fees actually paid by Client to Zenvo Automations in the three (3) months immediately preceding the event giving rise to the claim.

The limitations in this section apply regardless of the theory of liability asserted and shall survive termination of any Service Agreement. Some jurisdictions do not allow the exclusion of certain warranties or limitation of certain damages; in such jurisdictions, Zenvo Automations' liability shall be limited to the greatest extent permitted by law.

13Indemnification

Client agrees to defend, indemnify, and hold harmless Zenvo Automations and its owners, officers, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Client's breach of these Terms or any Service Agreement
• Client's violation of any applicable law, regulation, or third-party platform policy (including TCPA, CAN-SPAM, and GHL Acceptable Use Policy)
• Client's use of services or deliverables in a manner not authorized by Zenvo Automations or inconsistent with the Service Agreement
• Any claim that materials, content, data, or contact lists provided by Client to Zenvo Automations infringe the intellectual property, privacy, or other rights of a third party
• Client's negligence, willful misconduct, or fraudulent acts
• Any regulatory action, fine, or penalty arising from Client's marketing or outreach activities, whether conducted through Zenvo Automations' platforms or independently

14Termination

Termination for Cause

Either party may terminate a Service Agreement immediately upon written notice if the other party: (i) materially breaches the agreement and fails to cure such breach within 10 business days of receiving written notice describing the breach; (ii) becomes insolvent, makes an assignment for the benefit of creditors, or has a petition in bankruptcy filed against it; or (iii) engages in illegal or fraudulent conduct.

Termination by Zenvo Automations

Zenvo Automations reserves the right to terminate any Service Agreement or suspend services immediately and without liability upon: (i) Client's failure to make payment within 14 days of the due date; (ii) Client's use of services for illegal, unethical, or abusive purposes; (iii) Client's violation of any third-party platform terms of service in connection with the engagement; or (iv) conduct by Client that is abusive, threatening, or harassing toward Zenvo Automations personnel.

Effect of Termination

Upon termination of a Service Agreement: (i) all outstanding fees for work performed through the termination date become immediately due and payable; (ii) each party will promptly return or destroy the other party's confidential information; (iii) Zenvo Automations will cease all work and, where applicable, provide Client with reasonable access to completed deliverables upon full payment of outstanding balances; and (iv) provisions of these Terms that by their nature should survive termination (including payment obligations, IP ownership, confidentiality, limitation of liability, indemnification, and dispute resolution) shall survive.

15Dispute Resolution & Binding Arbitration

Arbitration Process

Arbitration shall be conducted in the State of Minnesota, or via video conference by mutual agreement, before a single arbitrator under the rules of the American Arbitration Association (AAA) Commercial Arbitration Rules, or as otherwise mutually agreed by the parties in writing. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Informal Resolution First

Before initiating arbitration, the parties agree to attempt to resolve any dispute informally by providing written notice to the other party describing the nature of the dispute and the relief sought. The parties will then negotiate in good faith for a period of 30 days. If the dispute is not resolved within that period, either party may initiate arbitration as described above.

Exceptions

Notwithstanding the above, either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction in Ramsey County, Minnesota to prevent irreparable harm pending the outcome of arbitration, including to protect intellectual property rights or confidential information.

Costs

Each party shall bear its own attorneys' fees and arbitration costs, unless the arbitrator determines that a party's claims or defenses were frivolous or brought in bad faith, in which case the arbitrator may award reasonable attorneys' fees and costs to the prevailing party.

16Governing Law & Jurisdiction

These Terms and all Service Agreements shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of law principles.

For any matters not subject to arbitration under Section 15, or for enforcement of an arbitral award, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Ramsey County, Minnesota, and waive any objection to such jurisdiction or venue.

17Changes to These Terms

Zenvo Automations reserves the right to modify these Terms at any time. When we make material changes, we will:

• Update the "Last Updated" date at the top of this page
• Post the revised Terms at zenvoautomations.com/terms-of-service
• Where changes are material and affect active Service Agreements, provide notice to affected Clients via email at least 14 days prior to the effective date

Continued use of our website or services after any revised Terms become effective constitutes your acceptance of those changes. If you do not agree to the revised Terms, you must stop using our services and notify us of your intent to terminate any active Service Agreement in accordance with Section 14.

Changes to these Terms will not apply retroactively to disputes or Service Agreements fully performed prior to the effective date of the change.

18Contact Us

If you have questions about these Terms of Service, wish to discuss a Service Agreement, or need to provide notice under these Terms, please contact us. Formal legal notices must be sent in writing to both the physical address and email address listed.