Last revised: June 1, 2026

These Terms and Conditions (“Terms” or “TOS”) govern NGM websites, landing pages, client portals, CRM/platform access, sub-accounts, wallets and related online or managed services (the “Services”) provided by No Good Marketing LLC, a South Dakota limited liability company (“NGM,” “we,” “us” or “our”). These are also NGM's CRM Platform Terms; there is no separate set of public CRM terms.

These Terms apply when reasonably presented and accepted under Section 1. The MSA governs service obligations; a standalone SOW is optional. Updates follow Section 13.

Overview (read first)

NGM platform and separate services. NGM primarily provides SaaS subscriptions to its CRM and business-automation platform, using third-party software, hosting, communications, payments, security, and related technology (“Third-Party Providers,” including underlying platform providers and relevant subprocessors).
You purchase platform access from NGM under your subscription. Integration, configuration, automation, migration and other implementation work requires a separately accepted scope and fee and is never included in the platform subscription price.
NGM may engage, replace, or add Third-Party Providers as provided in Section 6. NGM presents the Services under its own brand. Specific providers may be identified in applicable service terms, privacy or data-processing disclosures, and security information. Detailed non-public technical or security materials may be subject to reasonable confidentiality terms. This naming convention does not limit disclosures required by applicable law or contract.

1. Acceptance

1.1 These Terms must be reasonably presented before acceptance. You (“Customer” or “you”) accept by clicking agreement, signing or electronically accepting an Order Form that incorporates them, or another legally effective action after reasonable notice that the action signifies agreement. Access, subscription, payment or continued use signifies agreement only where the terms were properly presented and that method is legally effective. Changes follow Section 13; mere availability of a webpage does not establish assent.

1.2 If you accept on behalf of an entity, you represent that you have authority to bind that entity.

1.3 These Terms govern website use and supplement NGM's Master Services Agreement (“MSA”), which is incorporated into these Terms and governs all NGM Services. These same Terms govern CRM/platform use. The MSA controls conflicts with these Terms; applicable SOWs/Order Forms control their stated commercial items as provided in MSA Section 1.4. Separately ordered marketing, website, or WordPress-hosting services also use the Marketing Delivery Terms when presented and incorporated in the accepted order under MSA Section 1.5. Their charges and approval gates do not attach to an unrelated SaaS subscription.

2. Services Overview

2.1 What NGM provides. Depending on your plan, Order Form, or checkout selection, Services may include: website content and tools; CRM / marketing-automation sub-account access under NGM’s agency relationship with Third-Party Providers; configuration tools and reusable templates; messaging/email/voice tooling; AI-assisted features; reporting; training; and related managed or self-serve capabilities. NGM may engage qualified personnel, affiliates, independent contractors and other service providers to perform agreed Services, including integrations, CRM configuration, workflow automation, data migration and related technical work. The applicable accepted Project Record identifies the scope, deliverables and separate fees; a standalone SOW is optional. This work is separately scoped, priced and billed and is not included in or bundled into the platform subscription. NGM remains responsible for Services it contracts to provide. Subcontracting alone does not make the customer a direct client of a subcontractor or create a separate professional-services relationship; any such relationship requires the customer's express separate acceptance. Personnel access remains subject to the confidentiality, security and customer-data restrictions in the applicable agreements.

2.2 What you are buying. You are purchasing SaaS access to the NGM platform and any separately ordered professional services. A platform subscription may be purchased without integration, configuration or other implementation work. Access to tools and features does not itself purchase work performed on your behalf. Such work is always billed separately and cannot be bundled into a platform subscription.

2.3 Additional purchased services and exclusions. Custom software development and other NGM professional services require an accepted Project Record under the MSA; a standalone SOW is optional. NGM does not provide CIO or fractional CIO services; those require a separate professional-services engagement and cannot be added to an NGM order. Lead promises and guarantees are never included or available as an additional purchased service; Section 10.4 applies.

2.4 Platform account and support. CRM access is supplied as a sub-account within NGM's agency environment, with the modules and support level identified in the accepted Project Record. Unless separately agreed, support is business-hours email/ticket support for platform administration. Custom software development and work performed on your behalf require separately accepted scope and fees. Enabled tools do not by themselves include an implementation service.

3. Accounts and Access

3.1 You must provide accurate registration information and keep credentials confidential. You are responsible for activity under your accounts and authorized users.

3.2 NGM may require multi-factor authentication or other security measures. Notify NGM promptly of suspected unauthorized access.

3.3 NGM may refuse, suspend, or reclaim usernames or sub-accounts that infringe rights or create operational risk to NGM’s agency environment or other customers.

4. Acceptable Use; Messaging Compliance

4.1 You will not use the Services to: spam; harass; infringe IP; distribute malware; evade carrier or platform rules; probe or disrupt NGM systems or other customers; or violate law.

4.2 Your compliance duties. You are responsible for: (a) user access you authorize; (b) accuracy of data you enter; (c) TCPA, CAN-SPAM, consent, opt-out, call-recording, privacy, and advertising compliance for outreach you approve or instruct from your account/sub-account; (d) content of campaigns you approve or send; and (e) lawful use of testimonials and endorsements. NGM remains responsible for its own agreed duties and actions under the MSA; your approval does not excuse NGM's implementation error or actions outside your authorization.

4.3 NGM may suspend modules or access immediately if required by a carrier, Third-Party Provider, or regulator, or if your use creates material risk to NGM’s environment. NGM will notify you promptly and restore service when the issue is cured, subject to these Terms.

4.4 Reviews and authorized automation. Do not fabricate reviews or testimonials, misrepresent experiences, condition review incentives on positive sentiment, or suppress truthful criticism. Disclose material incentives or relationships where required. Automation within authorized features and documented permissions is allowed; it must not bypass consent, security or access controls.

4.5 NGM text messaging. No Good Marketing LLC ("NGM") offers optional SMS programs for people who choose to receive messages from NGM at the mobile number they provide. Your selections determine which messages you receive:

• Service texts: appointment confirmations and reminders, account and service updates, and responses to support requests.
• Marketing texts: offers and news about NGM's marketing and business-automation services.

These choices cover NGM's own messages. Using NGM software does not enroll anyone in a text program, and consent to NGM texts does not authorize messages from other businesses or use of a client's customer lists for NGM's marketing.

4.6 Your consent choices. Service-text and marketing-text consent are separate and optional. Neither choice is selected for you. You may choose either, both or neither and may submit a form or purchase Services without agreeing to receive texts. Marketing messages require your affirmative consent to the disclosed program, including automated texts where stated. Providing a telephone number, accepting general service terms or buying a service alone does not supply that consent. A reply to an inquiry does not enroll you in recurring marketing.

4.7 Frequency, charges and delivery. Message frequency varies with the options you select and your interactions with NGM. Message and data rates may apply to texts sent or received; ask your mobile provider about your plan. Messages may be sent using automated technology. Delivery depends on mobile networks and is not guaranteed. Wireless carriers are not responsible for delayed or missing messages to the extent permitted by law.

4.8 Stopping texts and getting help. Reply STOP to an NGM text to stop NGM program texts to that number. NGM also accepts other clear requests to stop, including requests sent to [email protected], and will honor them promptly. You may receive one non-promotional confirmation of your opt-out. Further program texts require a new affirmative opt-in; a purchase or policy update does not restore withdrawn consent. Reply HELP for messaging assistance or email [email protected]. Stopping texts does not cancel a purchased service or eliminate notices delivered through another agreed channel.

4.9 Mobile information and consent. NGM does not sell, rent or share mobile information or SMS consent with third parties or affiliates for their own marketing or promotional use. Service providers may process the information only to deliver and support NGM's messaging, protect the service or meet legal obligations under applicable restrictions. SMS consent cannot be transferred to another business. See our Privacy Policy, including Section 6.7.

4.10 Your number and changes. Provide a number you are authorized to use, and notify NGM if you change it or stop controlling it. Updates follow Section 13; a revised policy does not expand your consent to new message purposes or override an opt-out.

5. Fees; Wallet; Billing

5.1 Fees are as shown at checkout, on your Order Form / Rate Card, or in your account portal (platform fees, seats, add-ons, usage, and separately ordered professional services). Integration, configuration, automation, migration and other implementation work is always separately scoped, priced and billed. It is never included in the platform subscription price or bundled into a platform subscription.

5.2 Wallet. Metered usage (e.g., messaging, voice, email, AI, or similar) may debit a prepaid wallet. Auto-recharge may apply if you enable it. Unused wallet handling on termination is as stated on your Order Form (default: unused prepaid wallet refunded on convenience termination or your termination for NGM’s uncured material breach, less amounts owed).

5.3 NGM may change Rate Card / list prices on thirty (30) days’ notice (email or in-product notice sufficient), effective next billing period, unless your Order Form locks pricing for a stated period.

5.4 Failed payment: after notice and a short cure period (default five (5) business days), NGM may suspend Services.

5.5 Separate engagements. An unrelated engagement does not cross-default or authorize suspension. Any exception requires a separately negotiated written amendment expressly identifying the affected agreements, trigger and remedy and accepted by the affected contracting parties; a default form checkbox does not elect it.

5.6 Taxes are your responsibility except taxes on NGM’s net income.

6. Third-Party Providers and Service Dependencies

6.1 Defined term. “Third-Party Providers” means the software, underlying platform, hosting, communications, payment, security, and other technology vendors used to deliver the Services, including relevant subprocessors. This is a category of providers, not a claim that NGM has a formal partnership with every provider.

6.2 Reserve rights. NGM may engage, replace, or add Third-Party Providers at any time. NGM will use commercially reasonable efforts to avoid material degradation of contracted functionality, but does not guarantee feature parity.

6.3 Applicable use restrictions. NGM will present any additional use restrictions or third-party terms that require your acceptance before the affected feature is activated. NGM's private supplier agreements do not automatically bind you. Applicable restrictions do not override NGM's own duties or your accepted MSA/DPA protections.

6.4 Provider information. These public Terms describe service dependencies by category. Legally or contractually required provider identities and processing details are supplied through the applicable data-processing schedule or separate disclosure. Confidentiality restrictions do not prevent required disclosures.

6.5 Customer pricing. Your charges are the amounts and price-change mechanisms accepted in your Order Form, checkout or other Project Record. A change in NGM's supplier costs does not itself change your agreed price.

6.6 Security information is not NGM’s warranty. Informational security/compliance materials published by Third-Party Providers describe their controls. NGM does not restate those attestations as NGM warranties, and they are not amendments to these Terms.

6.7 Credits. Pass-through credits for Third-Party Provider outages follow the accepted Project Record and amounts attributable to your Services that NGM actually receives. This does not limit a credit, refund or remedy NGM independently owes under the MSA or another expressly accepted commitment.

7. Data; Intellectual Property

7.1 Customer Data. Contacts, jobs, messages, files, and business records you upload or generate in your account/sub-account (“Customer Data”) are yours. NGM is custodian/service provider and will not sell Customer Data. NGM may process Customer Data to provide the Services, prevent abuse, and comply with law.

7.2 Software and paid work. NGM Materials remain with their actual owner or licensor. Subscription-only access is limited to the service term. Customer ownership of paid custom work and the perpetual licence to embedded components follow MSA Sections 8.2–8.3 and survive service termination. Hosting, usage and platform subscriptions remain separate.

7.3 Website / portal content. NGM or the applicable rights owner/licensor retains rights in NGM site content, tools and branding. Your supplied materials and paid custom work remain subject to your rights under the MSA. You may not scrape or republish others' materials beyond actual granted rights.

7.4 Export and paid-work handover. Customer Data export is available during service and for thirty (30) days afterward, with agreed reasonable assistance. Paid custom-work files and embedded components are handed over as MSA Sections 8.2–8.4 require. No right extends to agency accounts, unrelated snapshots, other clients' data or undisclosed rights in third-party platforms. MSA Section 8.6 protects your customers and preserves lawful offers of additional services directly to you.

7.5 Voluntary feedback. NGM may use voluntarily supplied general suggestions to improve its services without compensation. This permission excludes Customer Data, client-owned deliverables, confidential information and another person's protected expression; it does not authorize publication, prospecting from client customer lists or AI training on entrusted data.

7.6 Account transfers and portability. A platform subscription does not automatically include transfer of the sub-account or agency environment to another provider. An elective account transfer may require a separately accepted fee. This does not limit your Customer Data export rights or delivery of paid custom-work files and perpetually licensed embedded components required by MSA Sections 8.2–8.4; those rights cannot be made subject to an unrelated account-transfer fee.

8. Privacy

NGM’s handling of personal information is described in NGM’s Privacy Policy. That Policy explains when NGM acts as controller (NGM’s own website, marketing, sales, billing, and account-admin information) versus as service provider / processor for Customer Data in CRM/platform/sub-accounts. The Cookie Policy describes device tracking and choices. Third-party processing remains subject to the applicable customer agreement, DPA and required disclosures; a provider's policy does not excuse NGM's own duties.

9. Suspension; Term; Termination

9.1 Term. As stated on your Order Form or plan (default: month-to-month).

9.2 Convenience and annual renewal. MSA Section 11.2 controls: default month-to-month notice is thirty (30) days. For annual prepaid subscriptions, thirty (30) days' notice before the paid annual term ends stops renewal at the end of that term, without an automatic mid-year prorated refund. Independent breach remedies and mandatory law remain.

9.3 For cause. The MSA's general rule is thirty (30) days after written notice to cure a material breach, or fifteen (15) days for nonpayment of undisputed amounts. The separate noticed payment-suspension mechanism and proportionate urgent security, illegal-use or abuse suspension remain; they are not authority to erase paid-work rights or applicable data duties.

9.4 After termination, subscription access ends, the Customer Data export window runs and accrued fees remain due. Paid custom-work ownership, the perpetual embedded-component licence and continuing data protections survive under the MSA.

10. Disclaimers

10.1 THE SERVICES ARE PROVIDED “AS AVAILABLE.” NGM'S EXPRESSLY AGREED SERVICE OBLIGATIONS UNDER THE MSA AND APPLICABLE SOW/ORDER FORM REMAIN IN EFFECT. EXCEPT FOR THOSE OBLIGATIONS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NGM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.2 NGM does not warrant uninterrupted or error-free operation, deliverability of messages, or Third-Party Provider uptime, features, or carrier performance.

10.3 No advice or information obtained from NGM creates a lead guarantee or any additional warranty beyond NGM's express service obligations under the MSA and applicable SOW/Order Form.

10.4 No lead promises or guarantees. NGM does not promise or guarantee that the Services will produce any leads or any minimum lead count. No Order Form, SOW, or purchased service provides a lead guarantee. NGM remains responsible for the work it expressly agrees to perform.

11. Limitation of Liability

MSA Sections 12.3–12.5 govern the cap, exclusions and allocation for your own financial actions. These Terms create no different cap, additional uncapped category or guarantee against your spending/payment decisions. The MSA and accepted DPA still govern NGM's own duties.

12. Indemnity

Indemnity and claim handling follow MSA Section 13. These Terms do not enlarge that allocation or require you to cover losses caused by NGM's own breach or misconduct.

13. Policy Updates and Effective Dates

13.1 Right to revise at any time. NGM reserves the right, in its discretion, to revise, replace or supplement these Terms, the Privacy Policy, Cookie Policy and Affiliate Agreement at any time. Each revised version identifies its revision and applicable effective date. Changes apply prospectively through the notice and acceptance process below; the Affiliate Agreement applies only to separately enrolled referral partners.

13.2 Notice. Editorial clarifications and changes that do not materially reduce rights or increase obligations may take effect when posted. NGM will give affected account holders or enrolled affiliates at least thirty (30) days' advance email or in-product/program notice of materially adverse changes, identifying the change and its effective date. A change reasonably necessary to meet law or address an urgent security or abuse risk may take effect sooner, limited to that need, with notice as soon as reasonably practicable. Public website notices identify changes relevant to visitors who have no account.

13.3 Acceptance. Continued use after clear notice and the stated effective date signifies acceptance only where the existing agreement permits that method and applicable law recognizes it. NGM will obtain affirmative agreement whenever required by law, the accepted Order Form or the existing agreement. If you decline, contact NGM before the stated date; the parties may agree an exception or use the applicable renewal/termination mechanism. Declining a revision does not itself forfeit paid rights, waive breach remedies or create an automatic mid-year refund. NGM must honor an existing fixed-term commitment unless a permitted change or termination mechanism applies.

13.4 Existing commitments. Posting a policy does not retroactively change an accepted price lock, paid subscription term, customer ownership of paid custom work, perpetual embedded-component licence, accrued credit or earned commission. Negotiated MSA, Project Record, DPA or BAA terms change only by their agreed amendment mechanism. Where necessary, an update applies to new orders or renewals after proper acceptance. NGM cannot use a general policy update to expand access to Customer Data, weaken accepted data protections or erase a surviving right.

13.5 Privacy and cookies. The Privacy Policy is a notice of processing practices; visiting a site or acknowledging a revised notice is not consent to a new purpose or optional tracking. NGM obtains any legally required consent before the affected processing and honors withdrawals and opt-outs. Previously collected information remains subject to the commitments under which it was collected unless a lawful, properly disclosed change is validly authorized.

14. General

14.1 Independent contractor. No partnership, joint venture, or employment is created.

14.2 Assignment. You may not assign without NGM’s consent (not unreasonably withheld). NGM may assign to an affiliate or successor.

14.3 Governing law. South Dakota law, without conflict-of-laws principles that would require another state’s law.

14.4 Venue. Exclusive venue in state and federal courts located in South Dakota.

14.5 Entire agreement. The MSA, these Terms (including their CRM/platform provisions), and accepted Project Records form the service agreement in the order stated in MSA Section 1.4. Separately accepted third-party use restrictions apply only to the affected feature. Referral-program participation requires the separate Affiliate Agreement and accepted Enrollment Record; buying an NGM service does not enroll you as an affiliate.

14.6 Severability; waiver; force majeure. Standard severability and non-waiver. Force majeure includes Third-Party Provider outages, carrier blocks, and events beyond reasonable control.

14.7 Contact. No Good Marketing LLC — 514 America’s Way STE #21163, Box Elder, SD 57719.

Acceptance

Acceptance follows Section 1 and updates follow Section 13. NGM retains the version presented and the applicable notice and acceptance record.