Terms & Conditions

I. Scope

These Standard Terms of Use ("Terms") set forth the legally binding terms and conditions between you ("Member" or "you") and Refindable LLC, operating as BroadEngagement ("BroadEngagement," "we," "us," or "our"). These Terms govern your use of our marketing platform and related services, including, but not limited to, email campaigns, advertisements, text messaging, website creation, and analytics (collectively, the "Service").

By accessing or using the Service, you agree to these Terms, which incorporate by reference our Acceptable Use Policy, API Use Policy, Copyright and Trademark Policy, Data Processing Addendum, and Brand Guidelines (collectively, the "Agreement"). If you do not agree to these Terms, you must immediately discontinue your use of the Service.

BroadEngagement uses third-party services such as Google Maps and YouTube to enhance functionality. By using the Service, you acknowledge and agree to be bound by the Google Maps/Google Earth Additional Terms of Service and the YouTube Terms of Service, including Google's Privacy Policy.

If you download the BroadEngagement App through the Apple App Store, Google Play, or any other app distribution platform ("App Provider"), you acknowledge that these Terms are solely between you and BroadEngagement. The App Provider bears no responsibility for the Service, nor does it provide maintenance, support, or warranty services. Furthermore, the App Provider may enforce these Terms as a third-party beneficiary with respect to your use of the App.

Our Service is designed for businesses and organizations seeking marketing solutions. BroadEngagement reserves the right to refuse access, suspend, or terminate accounts at our discretion, including where we believe there is a violation of these Terms or applicable laws.

II. Account

1. Eligibility

To access and use the Service, you must:

• Be at least eighteen (18) years of age and legally capable of entering into enforceable agreements.
• Complete the account registration process accurately.
• Agree to comply with these Terms and any additional agreements incorporated herein by reference.
• Provide and maintain accurate, complete, and up-to-date contact and billing information.
• Not be located in or otherwise subject to sanctions in jurisdictions under comprehensive trade embargoes, including but not limited to Cuba, Iran, North Korea, Syria, the regions of Crimea, Zaporizhzhia, and Kherson, the Donetsk People’s Republic (DNR), and Luhansk People’s Republic (LNR) in Ukraine, or Russia.
• Not be listed on any governmental or international restricted party lists that prohibit transactions or restrict access to U.S.-based technology and services.

By using the Service, you affirm and legally warrant that you meet the aforementioned requirements and will not use the Service in a manner that contravenes any applicable laws or regulations. This representation is legally binding and enforceable.

BroadEngagement reserves the right to deny access to the Service, terminate accounts, or modify eligibility criteria at its sole discretion and at any time.

2. Effective Date and Duration

This Agreement becomes effective immediately upon your successful registration for an account and your acceptance of these Terms. It will remain in force until terminated by either you or BroadEngagement in accordance with the termination provisions specified herein.

If you register an account on behalf of a business, organization, or other legal entity, you expressly represent and warrant that you possess full legal authority to enter into this Agreement and accept these Terms on behalf of such entity.

3. Account Termination

Either you or BroadEngagement may terminate this Agreement at any moment, for any reason. You may terminate the Agreement by closing your account through the Service interface, and we reserve the right to terminate the Agreement by providing you with written notice.

Additionally, BroadEngagement may, at its sole discretion and without prior notice, temporarily suspend or restrict access to your account if deemed necessary. No refunds, reimbursements, or credits will be granted upon termination or suspension under any circumstances. Furthermore, if your account remains inactive for twenty-four (24) consecutive months, BroadEngagement reserves the right to terminate your account without prior notice, with no obligation to refund any amounts prepaid or owed.

Upon termination, you acknowledge that BroadEngagement may permanently delete all data and content associated with your account, including your marketing campaigns, messages, and analytics. Deleted accounts and usernames cannot be reinstated or reclaimed for future use.

III. Fees and Payment Obligations

Depending upon the geographical location indicated at the time of subscription to any of our paid plans or services (such as Startup Plan, Growth Plan, Enterprise Plan, or related transaction fees), payments may need to be made directly to a specific entity within the Refindable group. However, any contractual obligation associated with your use of the Service, including payment obligations, remains exclusively between you and us.

Please refer to the Payment Schedule outlined below, detailing the Refindable group entity responsible for receiving your payments based on your region or country. Payments properly made in accordance with this Schedule shall fully satisfy your applicable payment obligations under these Terms.

Payment Schedule

Country / Region	Refindable Group Entity
Canada	Refindable LLC
United States	Refindable LLC

7. Marketing Platform: Monthly Subscription Plans

7.1. Paid Marketing Plans

When subscribing to any of BroadEngagement’s monthly paid marketing plans ("Paid Marketing Plans"), you will be required to select both the anticipated audience size, as detailed further in section 7B, and the specific service tier (such as Startup, Growth, or Enterprise), according to the options described on the BroadEngagement website. Each Paid Marketing Plan has distinct pricing, features, and usage limitations clearly outlined at the moment of selection.

BroadEngagement will not automatically upgrade or downgrade your subscription tier without your consent. If you exceed the usage limits of your chosen Paid Marketing Plan, whether due to exceeding audience size or monthly sending limits, additional charges applicable to your plan will be incurred and itemized on your monthly bill and within your account summary.

If you utilize a Free Trial and exceed the permitted contact or sending limits during the trial period, BroadEngagement may automatically place you in an appropriate paid tier when billing commences, notifying you in advance and allowing you to adjust your selection accordingly. You will always have the option to upgrade your plan at any time during the billing cycle. If you choose to upgrade, your monthly fees will be prorated based on the duration at each respective subscription level within the billing period.

Downgrades to a lower subscription tier are permitted at any time; however, such downgrades become effective only at the beginning of the subsequent billing cycle. You remain responsible for all charges associated with the higher-tier plan through the completion of your current billing cycle.

Your Paid Marketing Plan subscription involves recurring monthly billing, which commences from the date you first subscribe. Subsequent payments are due monthly on the date corresponding to your initial billing date ("Billing Date"). Payments for partial months will not be prorated; each partial month's subscription will require full payment.

You may pause billing or close your account permanently at your discretion, as detailed within your account settings.

7.2. Audience and Archiving

Your BroadEngagement account may include multiple types of contacts. However, for billing purposes, only contacts eligible for engagement through the platform are considered part of your active "Audience". This includes contacts categorized as subscribed, unsubscribed, or non-subscribed. Contacts labeled as cleaned, reconfirmed, archived, or pending opt-in confirmations are not counted toward your active Audience.

You may archive contacts at your convenience. However, any subsequent activity or profile update involving an archived contact will automatically restore them to your active Audience count. Once unarchived, a contact immediately impacts your Audience totals for both the current and all future billing cycles, unless archived again.

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IV. Intellectual Property and Proprietary Rights

15. IP and User Content

BroadEngagement retains exclusive ownership of all proprietary rights associated with the Service and our website, including, without limitation, copyrights, trademarks, service marks, patents, trade secrets, and other intellectual property rights. You agree to respect and comply with our proprietary rights and may use BroadEngagement's brand elements solely in accordance with our established Brand Guidelines.

You will maintain all rights, title, and interest to the data, content, information, and materials—including personal information—that you submit, upload, or otherwise provide to BroadEngagement while utilizing the Service, or that BroadEngagement accesses at your instruction ("Your Content"). Subject to these Terms, you grant BroadEngagement permission to use, process, and disclose Your Content solely as necessary to provide the Service or as otherwise described within these Terms, particularly as outlined in Sections 16 and 17.

By providing Your Content, you expressly represent and warrant that:

• You have secured all required permissions, rights, and consents to submit Your Content and grant BroadEngagement the licenses and rights specified in these Terms.
• The submission, processing, and use of Your Content as authorized by you will not violate any applicable laws, third-party intellectual property rights, privacy rights, publicity rights, or any third-party agreements or policies governing Your Content.

You may choose—or BroadEngagement may request—that you provide suggestions, recommendations, or feedback regarding the Service ("Feedback"). By voluntarily providing such Feedback, you grant BroadEngagement a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable, and transferable license to use, adapt, reproduce, publicly display, distribute, modify, and incorporate the Feedback for any purpose without limitation or compensation to you.

16. Privacy and Data Protection

BroadEngagement is committed to safeguarding your privacy and processing personal data responsibly, transparently, and in strict compliance with applicable data protection laws.

In the course of providing the Service, BroadEngagement may process personal information submitted by you, including data related to your contacts, customers, or end-users ("Client Data"). BroadEngagement shall process Client Data solely in accordance with your instructions and these Terms. You expressly acknowledge and accept that you are responsible for obtaining all necessary consents, approvals, and permissions from your contacts, customers, or end-users prior to providing their personal data to BroadEngagement.

BroadEngagement may also process certain personal data independently as a data controller in connection with managing our relationship with you, providing security, ensuring proper billing and administration, and continuously improving our Service. Such data will only be processed as strictly necessary to fulfill these legitimate business purposes, with appropriate safeguards implemented.

BroadEngagement may transfer and store personal data internationally, consistent with applicable laws and regulations. When transferring data from jurisdictions requiring specific safeguards for international transfers (such as the European Economic Area, United Kingdom, or Switzerland) to countries lacking adequate data protection standards, BroadEngagement will adopt legally approved mechanisms, such as Standard Contractual Clauses, to ensure the security and confidentiality of personal data.

We implement industry-standard security measures designed to protect your data against unauthorized access, loss, misuse, or alteration. However, due to the inherent nature of internet communications and electronic storage, BroadEngagement cannot guarantee absolute security for personal data.

17. Content, Campaign, and Website Review Rights

BroadEngagement reserves the right to access, review, copy, and internally distribute content associated with your campaigns, websites, third-party integrations, and your account ("Your Content"). We may perform these actions for internal purposes, including the development of algorithms and automated tools that help us detect problematic accounts, ensure compliance with our Terms, and continually enhance the overall quality and functionality of our Service.

Specifically, BroadEngagement may use automated processes and data analytics to proactively identify violations of these Terms or applicable laws and regulations. We also reserve the right to aggregate, anonymize, and analyze data derived from Your Content to generate statistical insights. BroadEngagement exclusively owns all rights and interests in such aggregated and anonymized data, and we may use, disclose, or publish it externally for lawful purposes, including market research, industry analysis, product development, and promotional activities.

V. User Conduct and Compliance

18. User Conduct and Acceptable Practices

By agreeing to these Terms, you commit to complying with the following requirements:

• You must not engage in or facilitate spam activities.
• You shall adhere strictly to our Acceptable Use Policy, which forms an integral part of these Terms.
• If utilizing our API, you agree to comply fully with our API Use Policy, also incorporated within these Terms.

BroadEngagement strictly prohibits any account or user activity that promotes or incites harm, discrimination, hate speech, or harassment against others. Specifically, we may suspend or terminate your account if, in our sole discretion, you send communications, manage websites, or distribute any content that we deem:

• Threatening: Content that can reasonably be interpreted as promoting, inciting, advocating, or threatening physical violence or harm toward others.
• Hateful: Content—including text, images, advertisements, or other materials—that promotes harassment, intimidation, discrimination, abuse, or harm based solely upon race, ethnicity, national origin, sexual orientation, gender identity, religion, age, disability, health conditions, or immigration status.

Additionally, BroadEngagement reserves the right to suspend or terminate your account if we determine, at our sole discretion, that you or your organization publicly support, advocate, condone, or represent hateful conduct or violence.

BroadEngagement also prohibits the dissemination of content that is materially false, deceptive, or misleading, and which could cause confusion or misunderstanding regarding significant events, issues, or circumstances.

Violations of these guidelines may result, at our sole discretion, in warnings, temporary suspensions, or permanent termination of your account.

19. Abuse and Violation Reporting

If you become aware or suspect that any user or account is violating these Terms, you must immediately notify BroadEngagement. In particular, if you receive unsolicited communications ("spam") that appear to originate from a BroadEngagement user, please report this promptly to our Abuse Team. Each email sent via BroadEngagement contains an embedded tracking identifier in its header to facilitate reporting and investigation.

Additionally, if you suspect content posted by users infringes upon intellectual property rights—including trademarks or copyrights—you may notify us through the contact information provided in our Copyright and Trademark Policy.

20. Bandwidth and Resource Usage

The bandwidth and storage provided by BroadEngagement are intended exclusively for content related directly to your use of the Service, including email campaigns, websites, and other permitted communications. BroadEngagement explicitly prohibits the use of our servers or infrastructure for hosting images, files, or data not directly associated with the Service.

BroadEngagement reserves the right, at its sole discretion, to limit or reduce bandwidth usage, throttle connections, or otherwise restrict API access or sending capabilities if your usage imposes excessive load or negatively impacts overall Service performance or infrastructure.

VI. Liability and Indemnification

23. Limitation of Liability

To the fullest extent permissible by applicable law, you explicitly agree and acknowledge that:

• You assume complete responsibility and risk for any loss, damage, or liability resulting from your use of the Service, including any content downloaded from or uploaded to BroadEngagement.
• Neither BroadEngagement nor any of our affiliates, employees, officers, directors, contractors, licensors, or suppliers (collectively, "Our Team") shall bear liability for indirect, incidental, consequential, punitive, or special damages, including but not limited to loss of revenue, profits, business opportunities, anticipated savings, data, goodwill, or other intangible losses, even if we have been advised of the possibility of such damages.
• The maximum aggregate liability of BroadEngagement and its affiliates, licensors, distributors, or suppliers, arising from or related to this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the amount you paid BroadEngagement during the month immediately preceding the event giving rise to the claim.

You are fully responsible and accountable for reviewing and verifying all content and materials prior to their distribution via the Service. BroadEngagement expressly disclaims liability for any communications or content sent or published by you through our platform. Additionally, BroadEngagement will bear no liability if you breach these Terms, regardless of whether we suspend or terminate your account as a result of such violations.

You are solely responsible for interactions and communications with your contacts, including compliance with applicable privacy regulations and obtaining all legally required consents for Text Messaging services. It is your responsibility to consult qualified legal counsel to confirm compliance with relevant regulations.

24. Warranty Disclaimers

Except as expressly stated in these Terms, the Service is provided on an "as-is" and "as-available" basis. To the maximum extent allowed by law, BroadEngagement expressly disclaims any and all warranties and representations—whether express, implied, statutory, or otherwise—including, without limitation, implied warranties of merchantability, fitness for a particular purpose, data accuracy, reliability, security, uninterrupted availability, or non-infringement.

Given that Members use the Service for various purposes, BroadEngagement makes no warranty that the Service will satisfy your specific requirements or expectations.

25. Indemnity

You agree to indemnify, defend, and hold harmless BroadEngagement, its affiliates, employees, officers, directors, agents, contractors, licensors, distributors, and suppliers against all claims, losses, liabilities, judgments, fines, penalties, damages, and expenses (including reasonable attorneys’ fees) arising from or related to:

• Your communications, content, campaigns, or websites created or managed using the Service.
• Your (or any third-party user’s) use or misuse of the Service.
• Your violation of applicable laws, rules, or regulations.
• Claims from third parties alleging violations arising from the actions conducted through your account credentials.
• Your breach of any warranty, representation, or provision set forth in this Agreement.
• Your violation of these Terms or applicable policies incorporated herein.
• Your utilization of or reliance upon any artificial intelligence functionalities of the Service, including outputs generated by these functionalities, and any non-compliance with your obligations under these Terms regarding such use.

VII. General Provisions

29. Software Use and Export Compliance

The software, Service, website, and related technology provided by BroadEngagement are operated from the United States. If you choose to access or utilize the Service or related software from locations outside the United States, you acknowledge and accept sole responsibility for complying with applicable local laws.

Software and technology available through the Service are subject to United States export control regulations. Therefore, no software or associated technology provided by BroadEngagement may be downloaded, exported, or re-exported (i) into (or to a resident of) Cuba, North Korea, Iran, Syria, Russia, the Crimea, Zaporizhzhia, Kherson, Donetsk (DNR), and Luhansk (LNR) regions of Ukraine, or other countries subject to U.S. trade embargoes, or (ii) to individuals or entities appearing on U.S. government restricted-party lists, such as the Specially Designated Nationals (SDN) List or similar designations.

By downloading or utilizing software associated with BroadEngagement, you expressly represent and warrant that you are not located in, or under the jurisdiction of, nor a national or resident of any country or region subject to U.S. embargoes, nor listed on any restricted-party list maintained by the U.S. government.

30. Assignment of Rights and Obligations

You may not assign, transfer, or delegate any of your rights, duties, or obligations under this Agreement, whether voluntarily, by operation of law, or otherwise, without prior written consent from BroadEngagement. BroadEngagement reserves the unrestricted right to assign or transfer this Agreement and any of our rights and obligations under this Agreement to any individual, affiliate, or third-party entity at our sole discretion, without notice or consent.

31. Governing Law

All matters, disputes, claims, or controversies arising out of or relating to your use of the Service or this Agreement shall be exclusively governed by and interpreted in accordance with the laws of the State of Florida, United States, as well as the Federal Arbitration Act, without giving effect to any principles or rules regarding conflicts of laws.

32. Arbitration and Dispute Resolution

In the event of any dispute, controversy, or claim arising from or relating to your use of the Service or this Agreement, the parties expressly agree to first engage in good faith negotiations aimed at reaching an amicable resolution.

If a mutually acceptable resolution cannot be reached within thirty (30) days following initiation of negotiations, either party may submit the dispute to binding arbitration. Arbitration proceedings shall be administered exclusively by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. Arbitration will be conducted by a single arbitrator appointed in accordance with AAA rules.

The location of the arbitration shall be within the State of Florida, unless otherwise mutually agreed by both parties. The arbitrator’s decision shall be final, binding, and enforceable in any court of competent jurisdiction. Except where prohibited by law, each party waives the right to participate in any class-action lawsuit, consolidated arbitration, or representative proceeding relating to any dispute under this Agreement.

Notwithstanding the foregoing, either party may seek immediate injunctive or equitable relief from a court of competent jurisdiction without prior arbitration to prevent irreparable harm or to enforce intellectual property rights.

If either party initiates legal action or arbitration arising out of or related to this Agreement, the prevailing party will be entitled to recover from the non-prevailing party all reasonable costs and attorneys’ fees incurred, including fees related to arbitration, litigation, appeals, or other legal proceedings necessary to enforce rights under this Agreement.

33. Force Majeure

BroadEngagement shall not be liable or considered in breach of this Agreement for any delays, disruptions, or failure to perform resulting directly or indirectly from circumstances or events beyond its reasonable control. Such circumstances include, but are not limited to, acts of nature, terrorism, war, strikes, governmental actions, interruptions of telecommunications services or utilities, cyber-attacks, or any other unforeseen events that hinder performance of obligations under this Agreement.

34. Survivability

All provisions of this Agreement that by their nature should reasonably survive its termination or expiration—including but not limited to clauses addressing proprietary rights, limitations of liability, indemnification obligations, payment obligations, dispute resolution, arbitration, confidentiality, and applicable law—shall continue to be fully effective and enforceable following termination or expiration.

35. Severability

If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. Furthermore, the invalid or unenforceable provision shall be revised or interpreted to achieve, to the greatest extent possible, its original intended purpose in compliance with applicable law.

36. Interpretation

Section headings and titles within this Agreement are provided solely for convenience and reference purposes and shall not affect the interpretation or construction of any provision contained herein. Terms defined in the singular form shall include the plural, and vice versa, where contextually appropriate. The term "including" shall be interpreted as illustrative and non-exhaustive, meaning "including but not limited to."

37. No Waiver

No waiver of any breach or default under this Agreement by either party shall constitute a waiver of any subsequent breach or default, whether similar or different in nature. Any waiver or modification of this Agreement must be explicitly made in writing and signed by the waiving or modifying party to be enforceable.

38. No Changes in Terms at Request of Member

Because we have so many Members, we can’t change these Terms for any one Member or group.

39. Further Actions

Each party agrees to promptly perform, execute, deliver, or arrange for any further acts, documents, instruments, or assurances that may be reasonably necessary or requested to fulfill the purposes and obligations set forth under this Agreement or to facilitate the intent and enforceability of its provisions.

40. Relationship of the Parties

Nothing contained in this Agreement shall be interpreted as creating or implying a joint venture, partnership, employment relationship, franchise, agency, fiduciary relationship, or similar relationship between BroadEngagement and you. Neither party shall have authority to represent, obligate, or bind the other in any manner unless expressly authorized by this Agreement or in writing by the other party.

41. Security Incident Notifications

If BroadEngagement determines that a security breach involving your data has occurred, we will notify you promptly, consistent with applicable law, through the primary contact information associated with your account. We will provide you, to the extent reasonably possible, with details about the nature of the incident, actions we are taking to address the breach, and any recommended measures you may take to protect your account and data.

42. Beta and Experimental Features

Occasionally, BroadEngagement may offer early-access or trial features, products, or functionalities ("Beta Services") that are experimental in nature and have not been officially released or fully tested. By choosing to use Beta Services, you acknowledge and accept that:

• Beta Services are provided "as-is," without any warranties or representations of reliability, accuracy, performance, or suitability for a particular purpose.
• BroadEngagement may discontinue, modify, or suspend Beta Services at any time and for any reason, without prior notice or liability.
• Your feedback on Beta Services may be requested and utilized by BroadEngagement to improve the Service, and you grant us permission to use such feedback without restriction.

43. Notices and Communications

All notices, requests, communications, or other formal correspondence required or permitted under this Agreement must be submitted in writing. Notices sent by BroadEngagement to you shall be delivered to the primary email address associated with your account registration or through notifications within your account interface and shall be considered effective as of the date of transmission.

Any notices or communications directed to BroadEngagement must be sent to the official contact information provided on our website, or another address explicitly designated by BroadEngagement. Notices directed to BroadEngagement will only be deemed effective upon receipt of explicit confirmation from us.

Both parties agree to keep their respective contact information current and to promptly notify the other party of any changes to their designated contact details.

44. Entire Agreement

This Agreement, including all incorporated policies and referenced documents, constitutes the complete and exclusive understanding between you and BroadEngagement regarding the Service, superseding all prior written or oral agreements, understandings, or representations regarding the subject matter herein. No modification or amendment to these Terms will be binding unless explicitly made in writing and executed by authorized representatives of both parties.

Updated March 14, 2025.