Legal

Terms of Use

The terms that govern your use of frozencrow.com and our services.

Last updated: August 13, 2026

Terms of Use and Terms of Service

Effective Date: August 13, 2026  |  Last Updated: August 13, 2026

Important Notice — Please Read Before Using This Site

These Terms contain provisions that affect your legal rights. In plain language:

Contents

1. Agreement to These Terms; How You Accept

These Terms of Use and Terms of Service (these "Terms") are a binding agreement between you ("you," "your," or, where applicable, "Client") and Frozen Crow Inc., a California corporation ("Frozen Crow," "we," "us," or "our").

"Site" means frozencrow.com and our subdomains, pages, and applications. "Services" means the marketing, advertising, search, content, email and messaging, CRM and marketing automation, information technology and communications, cloud infrastructure, system integration, business VOIP and messaging, web and mobile application development, hosting, data, software, game, and related products and services we make available, together with the Site.

You accept these Terms and our Privacy Policy, which is incorporated into these Terms by reference, by checking any acceptance box presented to you at the point of form submission, registration, purchase, booking, chat, or enrollment, or by otherwise indicating your agreement where an acceptance mechanism is presented. Where an acceptance mechanism is presented, we record your acceptance. You also agree to these Terms by accessing or using the Site or the Services, submitting a form, booking an appointment, starting a chat, subscribing to our communications, creating an account, placing an order, purchasing or licensing anything from us, joining our affiliate program, or otherwise engaging us. If you do not agree, do not use the Site or the Services.

If you accept these Terms on behalf of a company, organization, or other entity, you represent and warrant that you have authority to bind that entity, and "you" and "Client" refer to that entity as well as to you individually.

2. Who and What These Terms Cover

These Terms apply to everyone who interacts with Frozen Crow, including:

  • Site visitors — anyone who browses the Site, reads our blog or resource content, views our audience insight pages, submits a form, uses our chat or booking tools, or subscribes to our email or text communications;
  • Clients and prospective clients — anyone who purchases, licenses, or engages us for any Service;
  • Users of our software products and games, except where a separate end user license agreement or product-specific terms are presented for that product, in which case those terms control for that product; and
  • Affiliate program participants, who are additionally bound by Section 24 (Affiliate Program).

The Site and Services are offered from the United States and are directed to users in the United States. We make no representation that the Site, the Services, or any content is appropriate, lawful, or available in any other jurisdiction, and you are responsible for compliance with local law if you access them from elsewhere.

3. Eligibility

Accounts on the Site, purchases, subscriptions, affiliate participation, and client engagements are available only to individuals who are at least eighteen (18) years old and who have the legal capacity to enter into a binding contract. By creating an account, purchasing, or engaging us, you represent and warrant that you meet those requirements, that you are not barred from receiving the Services under applicable law, and that you are not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive United States sanctions, and are not identified on any United States government restricted-party list.

Certain software products and games may be made available to users under 18 where the applicable product terms and platform age rating so provide; those product terms control for that product. We do not knowingly collect personal information from a child in a manner requiring parental consent under applicable law. Consumer audience files we license are not intended to include records of known minors, and where we identify such a record we will suppress it. If you believe a minor has provided us information, or that a minor's information appears in a Data Product, contact us at privacy@frozencrow.com or +1 (949) 749-0002 and we will act as described in our Privacy Policy and as required by applicable law.

4. Definitions

  • "Affiliate Program" means the Frozen Crow referral and affiliate program described in Section 24.
  • "Client Materials" means all content, copy, creative, images, video, audio, logos, trademarks, product and pricing information, claims, offers, testimonials, endorsements, data, contact lists, credentials, access, specifications, instructions, approvals, and other materials that a Client supplies to us, uploads, approves, directs us to use, or makes available to us.
  • "Data Products" means audience segments, prospect files, contact records, audience counts and insights, list rentals, match files, enrichment or append data, and similar data deliverables that we license, deploy, or make available, whether sourced from our own systems or licensed from third-party database marketing providers.
  • "Deliverables" means the work product we deliver to a Client under an Engagement Document, including websites, applications, code, campaigns, creative, reports, strategies, configurations, and documentation.
  • "Engagement" means a specific arrangement under which we provide Services or products to a Client, as described in an Engagement Document.
  • "Engagement Document" means a signed master services agreement, statement of work, proposal, order form, service order, insertion order, product-specific terms, or online checkout order describing services or products purchased from us.
  • "Frozen Crow Parties" means Frozen Crow Inc., its affiliates, and their respective officers, directors, employees, contractors, agents, licensors, and suppliers.
  • "Informational Content" means blog posts, articles, guides, checklists, glossaries, resources, images, and similar editorial material published on the Site, including material that is generated or assisted by artificial intelligence tools.
  • "Third-Party Platforms" means platforms, networks, tools, carriers, and services operated by parties other than Frozen Crow, including search engines and advertising platforms, analytics and measurement products, email and SMS delivery providers, telecommunications carriers, CRM and marketing automation platforms, payment processors, app stores, hosting, cloud, domain, DNS and content delivery providers, data providers, review and social proof widgets, accessibility tools and overlays, live chat and scheduling providers, and any application programming interfaces they make available.
  • "User Content" means anything you submit, post, upload, or transmit to or through the Site, including form submissions, chat messages, reviews, comments, files, and feedback.

5. The Site and Services; Changes

The Site provides information about Frozen Crow, publishes Informational Content, presents aggregate audience insights and marketing resources, and offers forms, scheduling, chat, e-commerce, account, and support functionality.

We may change, suspend, limit, or discontinue the Site, the Services, any feature, any product, any Data Product, or any content at any time, for any reason, with or without notice, and we may impose limits on features, restrict access to parts of the Site, or require registration or payment for access. Except as expressly provided in an Engagement Document, we have no obligation to maintain, support, update, or preserve any part of the Site, any feature, or any content, and we will not be liable for any modification, suspension, limitation, or discontinuation, subject to Section 28 (Limitation of Liability) and in particular to Section 28.4 (Exceptions to These Limitations).

If we discontinue, or terminate for our own convenience rather than for your breach or for a legal, platform, carrier, or licensor requirement, a paid Service, product, or license for which you have prepaid, we will refund the prepaid, unearned portion of the fees on a pro-rata basis.

Nothing on the Site is an offer to sell or a solicitation to buy in any jurisdiction where doing so would be unlawful. Pricing, availability, and descriptions on the Site are subject to change and to correction.

6. Accounts and Account Security

Some parts of the Site and Services require an account, including our online store, client portals, affiliate dashboard, and software products. When you create an account you agree to:

  • provide accurate, current, and complete information, and keep it updated;
  • keep your credentials confidential, use a strong and unique password, and enable multi-factor authentication where we offer it;
  • not share, sell, transfer, or permit others to use your account or credentials;
  • be responsible for activity that occurs under your account; and
  • notify us immediately at privacy@frozencrow.com or +1 (949) 749-0002 if you suspect unauthorized access, credential compromise, or any other security incident involving your account.

We may suspend, restrict, or terminate any account at any time, with or without notice, if we believe in good faith that it has been compromised, that it is being used in violation of these Terms or applicable law, or that continued access presents a security, legal, compliance, or reputational risk, subject to Section 28 (Limitation of Liability).

We are not liable for loss arising from unauthorized use of your account, except to the extent the loss results from our own gross negligence, willful misconduct, fraud, violation of law, or failure to meet our own security obligations, and subject in all cases to Section 28.4 (Exceptions to These Limitations).

7. Acceptable Use and Prohibited Conduct

You may use the Site and the Services only for lawful purposes and in accordance with these Terms. You agree that you will not, and will not permit, enable, or encourage any other person to:

  • violate any applicable law, regulation, ordinance, court order, or the rights of any person, including intellectual property, privacy, publicity, contract, and consumer protection rights;
  • use automated means to scrape, crawl, spider, harvest, or systematically extract data from the Site or the Services, including bulk extraction of audience counts, insights, listings, contact data, pricing, or content, except by a conventional public search engine crawler operating in accordance with our robots.txt file;
  • use any robot, bot, script, headless browser, data-mining tool, or automated system to access, monitor, copy, or interact with the Site, or to create or attempt to create accounts, submit forms, or generate leads;
  • use the Site, the Services, any Deliverable, any Data Product, or any content published on the Site to train, fine-tune, evaluate, benchmark, ground, retrieve against, or otherwise develop any machine learning model, large language model, or artificial intelligence system, or to assemble any dataset or corpus for those purposes, whether or not the resulting product or model competes with us. We expressly reserve all rights, including any text and data mining rights, in the Site and its content. This restriction does not limit lawful, truthful comparative reference to publicly available information about Frozen Crow;
  • reverse engineer, decompile, disassemble, decrypt, or attempt to derive the source code, structure, algorithms, models, or underlying ideas of any Frozen Crow software, application, game, tool, Data Product, or Service, except and only to the extent applicable law prohibits this restriction;
  • copy, reproduce, republish, mirror, frame, resell, sublicense, rent, lease, distribute, or create derivative works from the Site, the Services, any Deliverable, or any Data Product, except as expressly permitted in writing;
  • remove, obscure, or alter any copyright, trademark, or other proprietary notice;
  • probe, scan, or test the vulnerability of the Site, the Services, or any related system or network; breach or circumvent any authentication, security, rate limiting, or access control measure; or access any account, system, or data you are not authorized to access;
  • introduce or transmit any virus, worm, ransomware, malicious code, or harmful component; conduct any denial-of-service attack; or otherwise interfere with, disrupt, or impose an unreasonable load on the Site, the Services, or any connected infrastructure;
  • send unsolicited commercial email, text messages, faxes, or automated or prerecorded telephone calls using, referencing, promoting, or in connection with Frozen Crow, the Services, or any Data Product; or use any contact data obtained from us or through us in any manner that does not comply with the CAN-SPAM Act, the Telephone Consumer Protection Act, the Telemarketing Sales Rule, federal and state do-not-call requirements, applicable state telemarketing, anti-spam, messaging, call-recording, and privacy laws, and applicable carrier and industry requirements;
  • use any Data Product, contact record, list, or audience for any purpose other than the lawful marketing use expressly licensed under Section 14, or resell, redistribute, sublicense, or transfer it;
  • impersonate any person or entity, misrepresent your affiliation with any person or entity, forge headers, spoof caller identification, or otherwise disguise the origin of any communication;
  • submit false, misleading, defamatory, harassing, threatening, hateful, obscene, or unlawful content, or content that infringes or misappropriates any third party's rights;
  • submit false, fake, incentivized-but-undisclosed, or otherwise deceptive reviews, testimonials, or endorsements about Frozen Crow, or manipulate ratings or engagement metrics;
  • use the Site or the Services in any way that could damage, disable, overburden, or impair them, or that interferes with any other party's use; or
  • attempt, assist, or encourage any of the above.

We may investigate any suspected violation, cooperate with law enforcement, preserve and disclose information as permitted or required by law, and remove content or suspend or terminate access at any time, without notice, subject to Section 28 (Limitation of Liability). We reserve all other rights and remedies.

8. Client Services and Engagements

8.1 Engagement Documents Control

The specific services we perform for a Client, the fees, the scope, the deliverables, the schedule, and any service levels are set out in an Engagement Document. These Terms apply to every Engagement, and where these Terms and an Engagement Document address the same subject and cannot be read together, the Engagement Document controls with respect to that Engagement, in the following order of precedence: (a) a signed master services agreement; (b) a signed statement of work, order form, or insertion order; (c) product-specific terms or an end user license agreement presented at the point of purchase; and (d) these Terms. These Terms govern all subjects an Engagement Document does not address. Nothing on the Site, in any proposal deck, in any Informational Content, or in any automatically generated content modifies these Terms or any Engagement Document.

8.2 Client Responsibilities

Our ability to perform depends on the Client. Client agrees to, at its own expense and in a timely manner:

  • provide accurate, complete, and lawful Client Materials, information, brand assets, product and pricing details, and any other input we reasonably request;
  • provide and maintain administrative access and credentials to the accounts, properties, platforms, domains, hosting, DNS, analytics, ad accounts, CRM, and systems required for the work, and promptly restore access if it is interrupted;
  • designate an authorized decision-maker and respond to requests for information, feedback, and approvals within the timeframes stated in the Engagement Document, or, if none is stated, within a reasonable time given the schedule for the work. Deliverables submitted for approval are deemed approved if the Client does not provide written comments within the applicable period;
  • review, verify, and approve all Deliverables, campaign creative, ad copy, landing pages, claims, offers, disclosures, and communications before they are published, sent, or launched. Client is responsible for the accuracy, substantiation, and legal compliance of anything it approves or supplies, including performance, pricing, earnings, health, environmental, and comparative claims;
  • ensure that Client's own products, services, business practices, warranties, refund and cancellation practices, disclosures, terms, privacy policy, and consent mechanisms comply with applicable law and with the rules of every Third-Party Platform on which Client advertises or operates;
  • ensure that Client has all rights, licenses, consents, permissions, and lawful bases necessary for us to use the Client Materials and any contact, subscriber, customer, or prospect data Client provides or directs us to use, for the purposes Client directs;
  • maintain its own backups, security, insurance, and business continuity measures, and not rely on us as its sole custodian of any data or asset; and
  • pay all fees and all third-party costs when due.

Delays, inaccuracies, missing approvals, revoked access, or non-compliance on the Client's side are not our responsibility. Where they occur, timelines extend accordingly, we may reallocate resources, fees remain payable, and we are not liable for any resulting delay, cost, lost performance, or lost opportunity, subject to Section 28 (Limitation of Liability).

8.3 Advertising Spend and Third-Party Costs

Advertising and media spend, platform fees, data and software licenses, stock media, domains, carrier fees, and other third-party costs are the Client's obligation and are separate from and in addition to our fees, whether billed directly to Client's own accounts and payment methods or advanced or passed through by us. We do not mark up pass-through costs unless expressly stated in the Engagement Document. Media spend is consumed by the Third-Party Platform when delivered and is not refundable by us. We are not responsible for platform pricing changes, auction dynamics, billing errors, overdelivery or underdelivery, invalid or fraudulent traffic, holds on funds, or the sufficiency or timing of any credit a platform does or does not issue. Funds you advance to us to be spent with a third party on your behalf remain your funds until spent, and we will account for and return any advanced amount that is not spent; see Section 28.4.

8.4 Our Discretion; Standard of Care

We may decline, pause, modify, or terminate any campaign, list, message, creative, keyword, audience, or engagement that we believe in good faith may violate applicable law, a Third-Party Platform's policies, carrier rules, or these Terms, or that presents a risk to our sending reputation, our systems, our other clients, or our own compliance posture.

We do not provide legal, tax, accounting, investment, or regulatory advice, and we do not undertake to review Client Materials or Client lists for legal compliance. Any review we perform is not a legal opinion and is not an assurance of compliance. Client is responsible for obtaining its own professional advice regarding its advertising, email, texting, calling, privacy, accessibility, and data practices. Nothing in this Section limits our obligation under Section 27.2 to perform the Services in a professional and workmanlike manner.

9. Confidentiality and Credentials

"Confidential Information" means non-public information disclosed by one party to the other in connection with the Site, the Services, or an Engagement that is identified as confidential or that a reasonable person would understand to be confidential, including credentials and account access, pricing and proposals, campaign strategies and media plans, unpublished performance data, source code, business and customer information, and the terms of any Engagement Document. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

Each party will use the other's Confidential Information only to perform or receive the Services, will disclose it only to its employees, contractors, and professional advisors who need it and who are bound by obligations no less protective than these, and will protect it with at least reasonable care. Either party may disclose Confidential Information where required by law, subpoena, or court order, provided that, where legally permitted, it gives the other party prompt notice and reasonable cooperation to seek protective treatment.

Credentials and access you provide will be used only as necessary to perform the Services, will be protected using safeguards we consider reasonable and appropriate to their sensitivity, and will be revoked, returned, or disabled on termination at your request. No method of transmission, storage, or access management is completely secure, and we do not guarantee that any credential, access, or Confidential Information will be free from unauthorized access; see Section 27 (Disclaimer of Warranties). On termination, each party will, at the other's written request, return or destroy the other's Confidential Information, except for copies retained in routine backups or as required by law, which remain subject to this Section. This Section survives termination for three (3) years, and indefinitely as to trade secrets.

10. Performance, Results, and Earnings Disclaimer

WE DO NOT GUARANTEE ANY PARTICULAR RESULT, OUTCOME, OR LEVEL OF PERFORMANCE.

Except where a written Engagement Document signed by an authorized officer of Frozen Crow expressly states otherwise, Frozen Crow makes no guarantee, representation, warranty, projection, or promise of any kind, express or implied, regarding:

  • search engine rankings, positions, indexing, inclusion, visibility, impressions, citations, or appearance in any search engine, AI answer engine or assistant, map product, or directory;
  • website traffic, sessions, users, sources, or engagement;
  • the number, quality, cost, or conversion rate of leads, inquiries, form submissions, calls, appointments, or bookings;
  • sales, revenue, profit, margin, customer lifetime value, return on advertising spend, return on investment, cost per acquisition, or any other financial or commercial outcome;
  • email deliverability, inbox placement, sender reputation, open rates, click rates, list growth, or SMS delivery, throughput, or response rates;
  • social media reach, followers, engagement, or organic distribution;
  • advertising impressions, clicks, cost per click, cost per thousand impressions, quality or relevance scores, ad approval, ad delivery, or ad placement;
  • uptime, availability, or performance of any website, application, integration, or system, except as expressly stated in a written service level commitment; or
  • any timeline for achieving any of the above.

10.1 Results Depend on Factors Outside Our Control

Marketing and technology outcomes are influenced by many variables we do not and cannot control, including: your market, industry, geography, and competitive landscape; the price, quality, differentiation, and market fit of your products and services; your budget and your willingness to sustain it; your brand strength, reviews, and reputation; your sales process, staffing, responsiveness to leads, and follow-up discipline; the accuracy, completeness, and timeliness of the materials, approvals, access, and feedback you provide; your website, hosting, infrastructure, tracking implementation, and data quality; seasonality, economic conditions, and consumer behavior; the actions of competitors; and the algorithms, policies, pricing dynamics, review decisions, and operational choices of Third-Party Platforms. Because of these variables, identical services delivered to different clients produce different results, and no outcome can be assured.

10.2 Published Statistics, Case Studies, and Testimonials

Figures published by Frozen Crow fall into three categories, and each is qualified differently.

  • (a) Client outcome figures — for example percentage changes in traffic, conversions, keyword positions, lead volume, or return on advertising spend — describe results achieved for a specific client, in a specific market, under a specific set of conditions, during a specific period. They are historical and illustrative. They are not typical, not average, and not a prediction, projection, guarantee, or representation of the results you will achieve or are likely to achieve. Your results will differ and may be substantially lower, including results at or below break-even. Some clients do not achieve a positive return.
  • (b) Firm-level operating figures — for example cumulative advertising spend managed, or cumulative revenue generated across clients — describe Frozen Crow's aggregate activity over the period stated with the figure. They say nothing about the results any individual client received and are not a representation of the results you will achieve.
  • (c) Ratings and reviews reflect ratings published on the third-party platforms identified, as computed and supplied by those platforms, at the time of retrieval.

Where we publish an aggregate or representative figure, it reflects only the sample, methodology, metric definitions, attribution model, and measurement period stated with that figure. Different definitions, attribution models, or measurement windows produce different figures. Metrics reported by Third-Party Platforms are estimates produced by those platforms and are subject to their measurement methodologies, modeling, restatement, and error.

10.3 No Earnings, Investment, or Professional Advice

Nothing on the Site or in our marketing materials is an offer of a business opportunity, franchise, investment, or earnings opportunity, and nothing here is a representation of income you will earn. Nothing on the Site constitutes legal, accounting, tax, financial, investment, medical, employment, regulatory, or other professional advice, and no attorney-client, fiduciary, or other professional advisory relationship is created by your use of the Site.

10.4 Forward-Looking Statements

Statements about anticipated performance, forecasts, models, targets, goals, budgets, or expected outcomes — including any provided in a proposal, pitch, media plan, or strategy document — are estimates based on assumptions and information available at the time. They are inherently uncertain, are provided for planning purposes only, and are not commitments, guarantees, or warranties. Actual results will differ.

11. Search Engine Optimization

Search engines, including AI-driven search, answer, and assistant products, are independent third parties that control their own crawling, indexing, ranking, and display decisions using proprietary systems that are not disclosed to us and are not subject to our influence.

We do not and cannot guarantee that any page or asset will be crawled, indexed, included, or remain included in any search engine, answer engine, map product, or directory; any specific ranking, position, feature, rich result, AI overview inclusion, citation, or share of voice for any keyword, query, prompt, location, device, or surface; any specific volume of impressions, clicks, sessions, calls, leads, conversions, or revenue from organic search; that any ranking or traffic achieved will be maintained, or that any decline will be recovered; or any timeline for results. Search engine optimization is a long-horizon discipline and meaningful change commonly takes many months. Results may lag, plateau, or decline notwithstanding correctly performed work.

Search engines regularly deploy core updates, spam policy updates, quality and ranking system changes, results-page and interface changes, and AI-generated answer features, and may apply manual actions, penalties, filters, or removals at their sole discretion. We are not liable for any loss of ranking, indexing, visibility, traffic, leads, or revenue caused by any search engine's algorithm, policy, product, staffing, or enforcement decision, or by any manual action or penalty, subject to Section 28 (Limitation of Liability) and in particular to Section 28.4.

We are likewise not responsible for loss of performance caused in whole or in part by: changes to a site, its content, structure, URLs, navigation, or code made by the Client or another vendor; hosting, uptime, security, certificate, or site-speed issues; removal or alteration of our recommendations or implementations; content the Client publishes, declines to publish, or delays; migrations or redesigns not coordinated with us; prior or concurrent optimization work performed by others, including any manipulative or prohibited practices predating or occurring outside our engagement; link acquisition or removal outside our engagement; negative activity by third parties; or failure to follow our documented recommendations.

We perform search engine optimization using methods we believe to be consistent with the published guidelines of major search engines at the time the work is performed. Those guidelines change. A practice that is acceptable when performed may later be devalued, disregarded, or treated as a violation. We do not warrant that any method will remain effective, permitted, or free from later reassessment by any search engine.

12. Third-Party Platforms, Networks, and Services

Delivering the Services requires Third-Party Platforms. We do not own, operate, or control any Third-Party Platform, and, subject to Section 28 (Limitation of Liability), we are not responsible or liable for its acts, omissions, decisions, policies, performance, availability, pricing, security, or output. Without limiting that statement, we are not responsible or liable for:

  • Policy changes — adoption of, amendment to, reinterpretation of, or change in enforcement of any advertising, content, community, developer, verification, or eligibility policy or terms of service;
  • Algorithm and ranking changes — core updates, spam policy updates, model changes, auction or delivery changes, feed changes, or changes in how content or ads are surfaced, ranked, or distributed;
  • Account actions — suspension, restriction, limitation, throttling, demonetization, verification failure, loss of access, or permanent termination or ban of any account, page, profile, property, domain, application, business manager, merchant center, sender domain, phone number, messaging campaign, or ad account, whether or not the stated reason is accurate and whether or not the action is later reversed;
  • Review outcomes — disapproval, rejection, limited delivery, removal, delisting, deindexing, manual action, or refusal to serve any ad, creative, landing page, keyword, audience, listing, or content;
  • API and technical changes — deprecation, modification, rate limiting, versioning, breakage, or discontinuation of any API, integration, connector, tag, pixel, conversion interface, tracking mechanism, feed, export, or reporting interface;
  • Cost and auction fluctuations — changes in cost per click, cost per thousand impressions, cost per acquisition, bid landscape, inventory, competitive pressure, platform fees, currency, or taxes;
  • Outages and defects — downtime, degraded performance, latency, data loss, tracking or attribution loss, message filtering or non-delivery, reporting errors, restatements of previously reported metrics, cross-platform discrepancies, billing errors, and invalid, fraudulent, bot, or non-human traffic;
  • Privacy and consent changes — changes in tracking, cookie, identifier, consent, or retention practices, including browser and operating system changes, that affect targeting, measurement, attribution, or reported performance; or
  • Security incidents at any Third-Party Platform, vendor, carrier, or provider.

Your use of any Third-Party Platform is governed by that platform's own terms, policies, and privacy practices, which form a direct agreement between you and that platform. You are responsible for reading, understanding, and complying with them. Where we operate accounts on your behalf on a Third-Party Platform, we do so as an independent contractor with limited authority to act on those accounts as you direct. You remain the party responsible to that platform for compliance, for the truthfulness and substantiation of the content and claims you supply or approve, and for all spend and charges billed to your accounts or payment methods.

Unless an Engagement Document states otherwise, accounts, properties, and profiles created for you on Third-Party Platforms are yours. Suspension, restriction, or termination of your account by any Third-Party Platform, for any reason, is not a breach of these Terms by us, and we do not guarantee that any account, campaign, listing, or asset will remain eligible, active, accessible, or in good standing, or that any suspended account, disapproved asset, or removed content can be appealed or restored, or restored within any timeframe.

The Site may contain links to and embeds from third-party sites and services. We do not control them, do not endorse them, and are not responsible for their content, products, practices, or privacy policies. Reference to any Third-Party Platform is for identification only and does not imply sponsorship, endorsement, certification, partnership, or affiliation, except where a specific partner, reseller, or certification status is expressly stated and currently held.

13. Hosting, Infrastructure, and Communications Services

13.1 Hosting and Availability

We provide website hosting and related infrastructure through third-party providers. Unless a written service level agreement signed by an authorized officer of Frozen Crow states otherwise, we do not commit to any specific uptime, availability, response time, restoration time, or backup frequency, and scheduled and emergency maintenance may interrupt service. Where a written service level agreement does apply, the service credits described in it are your sole and exclusive remedy for any failure to meet the stated service levels.

13.2 Backups and Data Loss

Any backups we take are for our own operational purposes and are not a substitute for your own. You are responsible for maintaining independent, current backups of your websites, applications, databases, content, and data, and for verifying that they can be restored. We do not warrant that any data will be preserved, recoverable, or restorable.

13.3 Business VOIP and Messaging — Emergency Calling (911) Limitations

IMPORTANT: EMERGENCY CALLING OVER AN INTERNET-BASED TELEPHONE SERVICE WORKS DIFFERENTLY FROM TRADITIONAL TELEPHONE SERVICE AND MAY BE LIMITED OR UNAVAILABLE. If you purchase business VOIP or business messaging services from us, you acknowledge that a 911 call may fail, may not reach the correct emergency call center, or may not transmit your correct location, in circumstances including: loss of electrical power; loss, degradation, or congestion of your internet connection; network or provider outage; failure to register or keep current the physical service address for each line and device; use of a device at a location other than its registered address; suspension of service for non-payment; and equipment, software, or configuration failures.

You must register and keep current the correct physical location for every line and device, notify every user and every person who may be present at your premises of these limitations, place any warning labels we supply on or near each device, and maintain an alternative means of contacting emergency services. You agree to complete and return any emergency-service notice and acknowledgment we provide. To the maximum extent permitted by law, and subject to Section 28.4 (Exceptions to These Limitations), you release us from, and will indemnify us against, claims arising from the unavailability or failure of emergency calling.

14. Data Products and Audience Data

Frozen Crow licenses consumer and business audience data from third-party database marketing providers and makes Data Products available to clients as part of its marketing services. This Section governs every Data Product we license, deploy, or deliver, and it applies in addition to any Engagement Document.

14.1 Limited License and Our Representation

Subject to full payment and to your continuing compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Data Product solely for your own internal, lawful marketing to the records contained in it, for the specific channels, campaigns, and period stated in the Engagement Document. All rights not expressly granted are reserved by us and our data licensors. Data Products are licensed, not sold, and no ownership passes to you.

We represent that we have obtained the Data Products under license from our supplier and have the right to grant the license described in this Section. Except for that representation, Data Products are provided "AS IS" and "AS AVAILABLE" as described in Section 14.5.

14.2 Not a Consumer Report

DATA PRODUCTS ARE NOT CONSUMER REPORTS AND FROZEN CROW IS NOT A CONSUMER REPORTING AGENCY. YOU MAY NOT USE ANY DATA PRODUCT, IN WHOLE OR IN PART, AS A FACTOR IN ESTABLISHING AN INDIVIDUAL'S ELIGIBILITY FOR CREDIT, INSURANCE, EMPLOYMENT, HOUSING, TENANCY, OR ANY OTHER PURPOSE REGULATED BY THE FEDERAL FAIR CREDIT REPORTING ACT OR ANY COMPARABLE STATE LAW. Data Products are not assembled, evaluated, or maintained for those purposes.

14.3 Prohibited Uses of Data Products

You may not, and may not permit any other person to:

  • resell, redistribute, sublicense, rent, lease, trade, share, publish, transfer, or otherwise make available any Data Product, or any record, field, or derivative of it, to any third party, including to your own clients, agencies, partners, affiliates, or vendors other than a service provider acting solely on your behalf under written confidentiality and use restrictions at least as protective as these Terms;
  • append, merge, or incorporate Data Product records into any database, product, model, or dataset that you sell, license, or make available to others;
  • use any Data Product to train, fine-tune, benchmark, or develop any machine learning model, artificial intelligence system, or competing data product;
  • use any Data Product for any unlawful, harassing, deceptive, discriminatory, or abusive purpose, or in connection with any product, service, or claim prohibited by applicable law or by a Third-Party Platform or carrier;
  • retain, use, or contact records after the license period ends, after termination, or after we notify you to suppress or delete them; or
  • attempt to re-identify, reverse engineer, or defeat any aggregation, hashing, or de-identification applied to any audience data or audience insight we publish.

14.4 Your Compliance Obligations

You are solely responsible for determining whether and how you may lawfully contact any individual or business in any Data Product, and for obtaining and documenting any consent required. You represent, warrant, and covenant on a continuing basis that:

  • you will comply with the CAN-SPAM Act, the Telephone Consumer Protection Act and its implementing rules, the Telemarketing Sales Rule, federal and state do-not-call requirements, state telemarketing, anti-spam, call-recording, and messaging laws, the California Consumer Privacy Act and comparable state privacy laws, and all applicable carrier, industry, and platform rules;
  • you will not place any call using an automatic telephone dialing system or an artificial or prerecorded voice, and will not send any text message, to any number appearing in a Data Product unless you have independently obtained and documented the consent required by applicable law for that specific recipient;
  • you will scrub calling lists against the National Do Not Call Registry and all applicable state registries on the schedule required by law, maintain your own internal do-not-call and suppression lists, honor opt-out and revocation requests within the periods required by law, and observe applicable calling-hour restrictions;
  • you will include a functioning opt-out mechanism and a valid physical postal address in every commercial email, and will honor opt-outs within the period required by law;
  • you will apply any suppression, do-not-contact, deletion, or opt-out file or instruction we transmit to you promptly after receipt — and in any event within the period stated in the instruction or, if none is stated, within the period required by applicable law — across all of your systems and all campaigns then in flight, and will confirm in writing that you have done so on request;
  • you will designate a contact for privacy and suppression requests and keep that contact current with us for the duration of the license and for so long afterward as you retain, use, or are able to identify any record obtained from a Data Product; and
  • you will maintain records sufficient to demonstrate compliance and will provide them to us promptly on request.

A data license conveys data. It does not convey consent. The presence of a telephone number, mobile number, or email address in a Data Product is not a representation that the individual has consented to be contacted by you, that the record is not on a do-not-call registry, or that any exemption applies to you.

14.5 No Warranty as to Data

EXCEPT FOR THE REPRESENTATION IN SECTION 14.1, DATA PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, COMPLETENESS, CURRENCY, VALIDITY, LEGALITY, DELIVERABILITY, CONTACTABILITY, MATCH RATE, RESPONSE RATE, UNIQUENESS, OR FITNESS FOR ANY PURPOSE OF ANY RECORD, FIELD, COUNT, SEGMENT, ESTIMATE, OR AUDIENCE, AND WE DO NOT WARRANT THAT ANY PARTICULAR RECORD IS ACCURATE, CURRENT, OR LAWFULLY CONTACTABLE BY YOU. Counts, audience sizes, and coverage figures published on the Site or in proposals are estimates supplied by our data licensors, fluctuate continuously, and are not commitments as to the size or composition of any file delivered.

We obtain third-party data under license and rely on our licensors' representations regarding lawful collection, sourcing, notice, and permitted use. We do not independently verify individual records. Nothing in this Section limits your rights under applicable privacy law. See our Privacy Policy for how to exercise those rights, submit a request through our Your Privacy Choices page, or contact us at privacy@frozencrow.com.

14.6 Audit, Suspension, and Termination

We may suspend or terminate any Data Product license immediately if we believe in good faith that you have breached this Section or that your use presents a legal or reputational risk; in that case no refund is due. Where we terminate a Data Product license for our own convenience, or because our data licensor requires it, and not because of your breach, we will refund the fees you paid for the unused portion of the license period. On expiration or termination you must cease all use and, on request, delete or return all copies and certify deletion in writing.

Your indemnification obligations under Section 29 expressly extend to all claims arising from your use of any Data Product. Section 28 (Limitation of Liability) applies in full to Data Products. Our liability with respect to any Data Product will not exceed the amounts you paid us for that Data Product, and is in all events subject to — and is not in addition to, and does not increase — the aggregate cap in Section 28.3.

15. Privacy Roles, Client Data, and Compliance Cooperation

Where we process personal information on a Client's behalf and at the Client's direction — for example when we operate the Client's CRM, marketing automation, email, messaging, advertising, or analytics systems — the Client is the business or controller and Frozen Crow acts as a service provider or processor. In that role we use the personal information only to perform the Services and for the limited purposes permitted by applicable law; we do not sell or share it; we do not retain, use, or disclose it outside the direct business relationship; we do not combine it with personal information obtained from other sources except as permitted by law; and we impose equivalent obligations on our subprocessors. We certify that we understand these restrictions and will comply with them. Where we license Data Products to a Client for the Client's own marketing use, the Client is an independent business or controller with respect to that data and determines its own purposes and means of use.

Client will: (a) provide and maintain all notices, consents, and opt-out mechanisms required for the personal information it supplies or directs us to use; (b) forward to us promptly any consumer privacy request concerning data we process for the Client, and in any event with enough time remaining for us to assist the Client in responding within the deadline set by applicable law; (c) apply any suppression, deletion, correction, or opt-out instruction we transmit promptly after receipt and in any event within the period required by applicable law, and confirm in writing on request; and (d) maintain records sufficient to demonstrate compliance and provide them to us promptly on request. Client may take reasonable and appropriate steps to confirm that we use personal information consistently with its obligations under applicable privacy law, and to stop and remediate any unauthorized use.

Business contact information — including work email addresses, business telephone numbers, job titles, and the names of individuals at businesses — is personal information under California and other state privacy laws. Client may not treat business data as outside the scope of these obligations.

Where the parties execute a separate data processing addendum, that addendum controls over this Section to the extent of any conflict.

16. Your Privacy Rights and Choices

Frozen Crow licenses consumer and business audience data from third-party database marketing providers, as described in Section 14 (Data Products and Audience Data). Depending on the activity involved, that data may be subject to the California Consumer Privacy Act and to comparable privacy statutes in other states, and the obligations those statutes impose depend on facts that change over time. We comply with the registration, notice, and deletion-mechanism requirements that apply to our activities, and we will update this Section and our Privacy Policy as those requirements or our activities change.

Regardless of how our activities are classified, you may exercise the following rights with respect to personal information we hold about you, to the extent applicable law provides them:

  • Opt out of the sale or sharing of your personal information and of targeted or cross-context behavioral advertising;
  • Know what personal information we have collected about you, the categories of sources, the purposes for collecting it, and the categories of parties to whom it is disclosed;
  • Delete personal information we hold about you;
  • Correct inaccurate personal information we hold about you;
  • Limit the use and disclosure of sensitive personal information; and
  • Be free from retaliation or discriminatory treatment for exercising any of these rights.

To exercise any of these rights, submit a request through our Your Privacy Choices page at https://frozencrow.com/your-privacy-choices/, email privacy@frozencrow.com, or call +1 (949) 749-0002. We will verify and respond to your request within the time applicable law allows, and you may use an authorized agent where applicable law permits. We honor browser-based opt-out preference signals, including Global Privacy Control, as an opt-out of the sale or sharing of personal information for the browser and device from which the signal is sent.

Where a state maintains a centralized deletion mechanism that applies to us, requests we receive through that mechanism are processed in the same way as requests submitted directly to us. Nothing in these Terms limits any right you have under applicable privacy law; see also Section 35.2 (No Waiver of Non-Waivable Rights).

17. Informational Content; Artificial Intelligence and Automated Content

Informational Content is published for general informational and educational purposes only. It is not advice, is not tailored to your circumstances, does not account for your specific facts, and is not a substitute for consultation with a qualified professional. Nothing in the Informational Content constitutes legal, accounting, tax, financial, investment, medical, employment, regulatory, or other professional advice, and no professional or advisory relationship is created by reading it.

Some Informational Content on the Site, including certain blog articles and accompanying images, is generated or substantially assisted by artificial intelligence tools and is published on an automated schedule, in some cases without prior human review. Automatically generated material can contain errors, omissions, outdated information, incorrect figures, misattributed statements, fabricated citations, and assertions that appear authoritative but are inaccurate. You should independently verify any statement of fact, statistic, figure, quotation, attribution, citation, price, date, legal or regulatory statement, or technical instruction before relying on or acting on it.

INFORMATIONAL CONTENT IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY OF ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. We do not warrant that Informational Content is accurate or current and we do not undertake to update it.

You agree not to rely on Informational Content as legal, accounting, tax, financial, medical, employment, or regulatory advice, and to independently verify any statement of fact before acting on it. Nothing in this paragraph limits liability for fraud, fraudulent misrepresentation, or violation of law, and this paragraph is subject to Section 28.4 (Exceptions to These Limitations).

Nothing in Informational Content or in any automatically generated content creates a warranty, guarantee, offer, representation, or commitment of any kind, or modifies these Terms or any Engagement Document. Where automatically generated content conflicts with these Terms, an Engagement Document, or a written statement from an authorized Frozen Crow representative, the latter controls.

Informational Content is not intended to state or imply any fact about, or to disparage, any identified person or organization, and any reference to a person, company, product, or brand is descriptive or illustrative only. If you believe any content on the Site is inaccurate, misleading, infringing, misattributed, or otherwise objectionable, contact us at privacy@frozencrow.com or +1 (949) 749-0002 with the URL and a description of the issue. We will review promptly and, where we determine correction or removal is warranted, act without unreasonable delay. This is a good-faith editorial commitment and does not create any legal obligation, admission, cause of action, or third-party right.

Where we use artificial intelligence tools in delivering services to a Client, output may be inaccurate and requires human review before use. Client is responsible for reviewing, verifying, and approving all Deliverables before publishing or relying on them.

18. Software Products, Games, and App Stores

Software products and games we publish are licensed, not sold, and are subject to the product-specific terms or end user license agreement presented at the point of purchase or first launch, which control over these Terms for that product. Where no product-specific terms are presented, these Terms govern, and we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the product for your own personal or internal business purposes.

Where a product is distributed through a third-party app store or platform, that store's terms, refund policies, and subscription management rules also apply and may supersede ours as between you and that store. If you purchased a subscription or in-app product through the Apple App Store or Google Play, you must cancel and request refunds through that store's settings; we cannot cancel or refund it for you. Where required by an app store, that store and its affiliates are third-party beneficiaries of the applicable end user license agreement and may enforce it against you.

Any virtual currency, virtual items, or in-product entitlements are licensed for use within the product only, have no monetary value, are not redeemable for cash, are not transferable, and may be modified or discontinued; they are forfeited on termination of the account except where applicable law requires otherwise.

19. Intellectual Property

19.1 Our Rights

The Frozen Crow name and logo, our product and game names, and the original human-authored content, software, code, designs, layouts, graphics, compilations, and arrangements on the Site and in the Services are owned by Frozen Crow or its licensors and are protected by United States and international intellectual property laws. We claim rights in our content only to the extent such rights exist under applicable law, and no claim of copyright is asserted in any material to the extent that material is not eligible for copyright protection. All rights not expressly granted are reserved, including any text and data mining rights.

19.2 Limited License to Use the Site

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and view the Site for your own personal or internal business purposes. You may print or download a reasonable number of pages for that purpose provided you retain all proprietary notices. This license does not permit resale, redistribution, republication, framing, mirroring, systematic downloading, automated scraping, model training, or any commercial exploitation of the Site or its content, and it terminates automatically if you breach these Terms.

19.3 Deliverables and Client Materials

Ownership of and rights in Deliverables are governed by the applicable Engagement Document. Unless an Engagement Document states otherwise, and subject to full payment, Client receives a license to use the Deliverables for the purposes described in that document, and Frozen Crow retains ownership of its pre-existing materials, methodologies, frameworks, templates, tools, code libraries, and know-how, together with any general skills, techniques, and knowledge gained. Client retains ownership of Client Materials and grants us a license to use them as necessary to perform the Services and as described in Section 19.6.

Deliverables may incorporate material generated or assisted by artificial intelligence tools. Such material may not be eligible for copyright protection, and our grant of rights in any Deliverable extends only to whatever rights we actually hold in it. We make no representation that any Deliverable is free of third-party rights, and Section 27 (Disclaimer of Warranties) applies. Client is responsible for reviewing and clearing Deliverables before publication.

19.4 User Content

You retain ownership of your User Content. By submitting User Content, you grant Frozen Crow a non-exclusive, worldwide, royalty-free license to host, store, and reproduce it solely as necessary to operate the Site and the Services, respond to you, and maintain our business records, and you represent and warrant that you have all rights necessary to grant that license and that the User Content does not violate these Terms or any third party's rights. We do not publicly display your form submissions or chat messages, and we will not publish any review, testimonial, or quotation attributable to you without your permission.

19.5 Feedback

If you send us suggestions, ideas, feedback, feature requests, or recommendations ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, and transferable license to use, modify, and commercialize the Feedback for any purpose, without restriction, attribution, or compensation to you. Feedback is not confidential.

19.6 Client References, Testimonials, Reviews, and Marks

Client names, logos, trademarks, service marks, and trade dress displayed on the Site are the property of their respective owners. Their display does not imply that any owner sponsors, endorses, certifies, or is affiliated with Frozen Crow, except where an endorsement is expressly stated and attributed. No license or right in any such mark is granted by its appearance here.

We require a written release before publishing any client name, logo, testimonial, review, or case study, and before publishing any client's specific performance metrics. Testimonials and reviews reflect the honest opinions and actual experiences of the individuals or organizations identified. Where a person providing a testimonial or review has received anything of value from us — including compensation, a discount, free or reduced-cost services, or a commission under our Affiliate Program — we disclose that connection clearly and conspicuously in or adjacent to the testimonial. Aggregate ratings shown on the Site reflect ratings published on the third-party platforms identified, as computed and supplied by those platforms. We do not suppress, alter, or decline to publish a review because of its rating or sentiment, and we do not ask any review platform to remove or downrank a review for that reason. Where a third-party review widget on the Site displays only a selection of reviews, the complete set of reviews remains available on the third-party platform identified.

If you engage us, you grant us a limited, non-exclusive, worldwide, royalty-free license to use your name, logo, and marks, and non-confidential descriptions and screenshots of the work performed, solely to identify you as a client and describe our services in our portfolio, case studies, proposals, and marketing materials, in accordance with any brand guidelines you provide. Publication of your specific performance metrics requires your separate written authorization. You may revoke this license at any time by written notice to privacy@frozencrow.com, and we will remove the affected materials from our own properties promptly and without unreasonable delay after we receive your notice, excepting archived copies, materials already distributed or in print, and materials cached or retained by third parties outside our control.

If you are the owner of a mark, or the subject of a testimonial or statement, that appears on the Site without your authorization, contact privacy@frozencrow.com and we will remove or amend it promptly after verifying the request, at no cost and without prejudice to either party's rights.

You may not use the Frozen Crow name, logo, or marks without our prior written permission, except to truthfully and neutrally identify Frozen Crow in a manner that does not suggest our sponsorship, endorsement, or affiliation.

20. Copyright Complaints (DMCA Notice and Takedown)

We respect intellectual property rights and respond to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act. If you believe material on the Site infringes your copyright, send a written notice to us at the contact information below, containing:

  • a physical or electronic signature of the copyright owner or a person authorized to act on the owner's behalf;
  • identification of the copyrighted work claimed to have been infringed;
  • identification of the material claimed to be infringing, with information reasonably sufficient to let us locate it, including the URL;
  • your name, mailing address, telephone number, and email address;
  • a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf.

Send copyright notices to:
Copyright Agent, Frozen Crow Inc.
Email: privacy@frozencrow.com
Phone: +1 (949) 749-0002
Mailing address for written notices: provided on request by email or telephone.

We may remove or disable access to material claimed to be infringing and will make reasonable efforts to notify the person who supplied it. If you believe your material was removed by mistake or misidentification, you may submit a counter-notice containing the elements required by the DMCA, and we will handle it as the DMCA provides. Knowingly making a material misrepresentation in a notice or counter-notice may subject you to liability for damages, including costs and attorneys' fees.

Repeat infringer policy. We maintain a record of notices we receive. Where an account holder or content contributor is the subject of two (2) unresolved and uncontested infringement notices, we will issue a written warning; on a third such notice we will terminate the account and remove the associated content. We may also terminate an account immediately in a case of flagrant or willful infringement.

21. Fees, Payment, and Billing

21.1 Pricing and Taxes

Prices are in U.S. dollars and exclude taxes unless stated otherwise. You are responsible for all sales, use, excise, gross receipts, and similar taxes and governmental charges arising from your purchase, other than taxes on our net income. Where we are required to collect tax, it is calculated and added at checkout or on your invoice. Prices are subject to change on notice, effective at the start of your next billing period. We reserve the right to correct pricing, typographical, and description errors, including after an order is submitted, and to cancel affected orders with a full refund of amounts paid.

21.2 Payment Processing

Payments are processed by Stripe, Inc. and, where applicable, other payment providers. We do not collect, process, or store your full payment card number, expiration date, or security code on our systems. Card data is transmitted directly to and handled by our payment processor under its own terms and privacy policy. We receive only limited information such as card brand, last four digits, expiration month and year, billing postal code, and transaction result. Your use of a payment method is also governed by the agreements between you, your issuer, and the processor, and, subject to Section 28, we are not responsible for their acts, omissions, declines, holds, or security incidents.

21.3 Billing Authorization

By providing a payment method you authorize us and our payment processor to charge that method for all amounts you owe, including recurring subscription fees, one-time fees, approved change orders, applicable taxes, late fees, and any amounts you have separately authorized such as advertising media spend and third-party pass-through costs. You represent that you are authorized to use the payment method and that your billing information is accurate and current. You must keep your payment method current; if a charge fails, we may retry, may suspend Services, and may charge another payment method you have placed on file. You authorize us to update stored card details using account updater services offered by card networks.

21.4 Late Payment and Suspension

Invoices are due on the terms stated on the invoice, or on receipt if none is stated. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law for the type of transaction, and where you are an individual purchasing for personal, family, or household purposes, at no more than the maximum late charge or default rate permitted for such transactions. We may suspend or terminate Services, withhold Deliverables, pause campaigns, and disable access for any account that is past due, on prior written notice and a reasonable opportunity to cure, subject to Section 28. You are responsible for our reasonable costs of collection, including collection agency fees, to the extent permitted by law, and attorneys' fees are governed by Section 35.10. Suspension does not relieve you of the obligation to pay fees for the suspended period unless we agree otherwise in writing.

21.5 Billing Questions and Payment Disputes

Please contact us at privacy@frozencrow.com or +1 (949) 749-0002 before disputing a charge with your card issuer — most billing questions are resolved within a few business days. We will investigate any billing question in good faith. If a payment dispute is resolved in our favor, or if it concerns services we actually delivered, you remain responsible for the disputed amount and for any related processing fees we are charged. We may decline future business following repeated disputes. Nothing in this Section limits your rights under applicable law or under your card network's rules, and we will not treat your exercise of those rights as a breach of these Terms.

22. Subscriptions, Recurring Services, and Automatic Renewal

Subscriptions and recurring service plans automatically renew until you cancel. We will not enroll you in an automatically renewing plan unless, before you complete your purchase, we have presented the following automatic renewal terms clearly and conspicuously, in visual proximity to the place where you agree, and obtained your affirmative consent to them specifically:

  • the product or service you are subscribing to;
  • the recurring charge amount, or the range of charges where the amount varies;
  • the length of the renewal term and how often you will be charged;
  • any minimum term or commitment;
  • the deadline for cancelling before the next charge; and
  • how to cancel.

After you subscribe, we will send you a written acknowledgment you can retain, containing the automatic renewal terms, our cancellation policy, and cancellation instructions. If your subscription begins with a free trial or discounted promotional period, the acknowledgment will also state the date that period ends and the amount and frequency of charges after that date. We will give advance notice before any material change to the automatic renewal terms, including a price increase, and will send renewal reminder notices as required by applicable law.

22.1 How to Cancel — Cancellation Is as Easy as Signing Up

You may cancel at any time, without speaking to a representative and without completing any retention process. Your cancellation request takes effect immediately on confirmation, meaning no further charges will be made. Your service continues, and you retain access, through the end of the billing period you have already paid for. Cancellation does not retroactively refund amounts already paid unless applicable law requires otherwise.

  • Email: send "Cancel Subscription" with your order number to privacy@frozencrow.com. We will confirm your cancellation in writing promptly and will not ask you to complete any additional step, call, or retention conversation.
  • Phone: +1 (949) 749-0002 during business hours — Monday through Friday, 9:00 AM to 6:00 PM Pacific time; Saturday and Sunday by appointment

If you signed up online, you may cancel by email, and we will not require you to chat with a representative or to complete any retention process or additional steps. If you purchased a subscription through the Apple App Store or Google Play, you must cancel through that store's subscription settings; we cannot cancel it for you.

Some engagements have a minimum term stated in an Engagement Document. Where a minimum term applies, it is disclosed before purchase, and early termination is governed by that document, which controls over this Section to the extent of any conflict.

23. Refunds and Cancellations

Except as expressly stated in an Engagement Document or required by applicable law:

  • Professional services — including strategy, campaign management, development, consulting, and retainer work — are billed for the time and resources committed to your engagement and are non-refundable once the applicable period or milestone has begun. Where a project is terminated mid-milestone, you are responsible for work performed through the effective date of termination, and we will refund prepaid amounts not yet earned.
  • Setup, onboarding, migration, and configuration fees are non-refundable once work has commenced.
  • Advertising media spend and third-party pass-through costs are non-refundable once spent or committed with the third party. Unspent balances you advanced to us will be returned or credited.
  • Data Products, audience files, downloadable prospect files, and other digital products are non-refundable once delivered or made available for download, because they cannot be returned, except as provided in Section 14.6.
  • Hosting and recurring subscription fees are non-refundable for the current billing period; cancellation prevents future charges.
  • Software, SaaS products, and games are governed by the refund terms presented at the point of sale for that product, or by the applicable app store's refund policy.

Refund requests go to privacy@frozencrow.com. Approved refunds are issued to the original payment method promptly after approval; how quickly a refund appears depends on your card issuer or bank. Dissatisfaction with campaign performance, ranking outcomes, advertising results, lead volume, or other business results is not a basis for a refund; see Section 10. Your remedy for deficient performance of Services is stated in Section 27.2 (Limited Services Warranty).

Nothing in this Section limits any non-waivable right you may have under applicable consumer protection law. In addition, where required by California's automatic renewal law or other applicable law — including where we fail to provide the required automatic renewal disclosures, consent mechanism, acknowledgment, or cancellation method — you are entitled to the remedies that law provides, which may include a refund. We will also refund prepaid, unearned fees as provided in Section 5, Section 14.6, and Section 36.

24. Affiliate Program

These terms apply to everyone who participates in the Frozen Crow Affiliate Program, in addition to the rest of these Terms. Any separate affiliate agreement or program policy we publish is incorporated by reference and controls to the extent of any conflict.

24.1 Enrollment

Participation requires our approval, which we may grant or withhold in our sole discretion. You must be at least 18, provide accurate identity and tax information, and submit a completed IRS Form W-9 (or applicable W-8 series form) before any payout. You are an independent contractor. Nothing creates an employment, partnership, joint venture, or agency relationship, and you have no authority to bind us, make commitments on our behalf, or represent yourself as a Frozen Crow employee or representative.

24.2 Commissions

  • Rate: the commission rate or per-event amount published in your affiliate dashboard and in the program terms presented to you at enrollment. The rate in effect at the time of the qualifying transaction applies.
  • Net revenue means amounts actually received and retained by us, excluding taxes, discounts, credits, refunds, chargebacks, advertising media spend and other pass-through costs, and amounts we are unable to collect.
  • Attribution: last click, tracked by our affiliate cookie for the attribution window published in your affiliate dashboard. Commissions are not payable where tracking fails, where cookies are blocked or cleared, or where the customer was already in our pipeline before your referral.
  • Qualification: a commission is earned only after the customer's payment clears and the applicable refund and dispute window published in your affiliate dashboard has passed.
  • Payouts: the payout threshold, payout schedule, and payment method are published in your affiliate dashboard. Balances below the threshold roll over to the next payout period. You bear any transfer fees.
  • Clawback: if a referred sale is refunded, charged back, or reversed after payment to you, we may deduct the amount from future commissions or invoice you for it.
  • We may change commission rates, attribution windows, and program terms prospectively on notice. Changes do not affect commissions already earned.

24.3 Prohibited Promotion Methods

You may not, directly or through anyone acting for you:

  • Send unsolicited commercial email, text messages, faxes, or automated or prerecorded telephone calls to promote us, or promote us through any channel that does not comply with the CAN-SPAM Act, the Telephone Consumer Protection Act, the Telemarketing Sales Rule, and applicable state law. Any spam complaint traceable to you is grounds for immediate termination and for reversal of commissions attributable to the affected referrals.
  • Bid on, or use in ad copy, display URLs, ad extensions, or landing page domains, our trademarks, brand names, product names, domain names, or any confusingly similar variation or misspelling, on any paid search, shopping, or advertising platform.
  • Direct-link paid traffic to our Site, or run ads that impersonate us or imply that you are Frozen Crow.
  • Register, use, or traffic in domain names, social handles, app names, or business names incorporating our marks or confusingly similar variations.
  • Use cookie stuffing, forced clicks, iframe injection, pop-unders, adware, link-injecting browser extensions, typosquatting, or any method that sets a tracking cookie without a genuine user click.
  • Self-refer. No commission is payable on your own purchase, a purchase by an entity you control or are employed by, or purchases by household members. Rebates, cash-back offers, and other inducements are prohibited without our written consent.
  • Post unauthorized coupon codes or represent that discounts exist when they do not.
  • Make any representation about our services, pricing, performance, results, guarantees, or client relationships other than statements we have published and separately approved in writing for affiliate use. You may not make earnings, revenue, ranking, or return-on-ad-spend claims of any kind, including by repeating figures published on our Site, unless we have approved that specific use in writing and you present it together with the typicality disclosure we supply.
  • Promote us on sites containing unlawful, infringing, defamatory, hateful, sexually explicit, or discriminatory content, or on sites directed to children.
  • Fail to clearly and conspicuously disclose that your link is an affiliate link and that you receive compensation, as required by the FTC's Endorsement Guides. The disclosure must be unavoidable and adjacent to the link or endorsement.

24.4 License, Termination, and Commission Reversal

We grant you a limited, revocable, non-exclusive, non-transferable license to display the creative assets and marks we make available in the affiliate dashboard, solely to promote us in accordance with these Terms. You may not alter them. The license ends automatically on termination and you must remove all our marks and links promptly, and in any event without unreasonable delay, after termination.

Either party may terminate participation at any time, with or without notice. If we determine in good faith, after giving you written notice and a reasonable opportunity to respond, that you have engaged in fraud, self-referral, cookie stuffing, spam, trademark bidding, or another material breach, we may withhold and reverse commissions attributable to the affected referrals, recover previously paid commissions attributable to those referrals, and recover our reasonable costs of investigation, and we may pursue any other remedy available to us.

We do not forfeit earned commissions to ourselves. Unpaid balances that remain unclaimed will be reported and remitted as required by applicable unclaimed property law.

Your obligations under Section 9 (Confidentiality), Section 24.3, Section 29 (Indemnification), and the trademark restrictions in Section 19.6 survive termination.

25. Communications: Email, Text Messages, Telephone Calls, Chat, and Electronic Records

25.1 Electronic Communications and Records

You consent to receive communications, agreements, notices, disclosures, and records from us electronically — by email, text message, in-account notice, or posting on the Site — including the automatic renewal acknowledgment and any renewal reminder notices described in Section 22 — and you agree that electronic communications, agreements, signatures, and notices satisfy any legal requirement that a communication or record be in writing or be signed.

To receive and retain electronic records you need a device with internet access, a current web browser, a working email account, and the ability to view and save PDF files. You may withdraw your consent to receive records electronically, or request a paper copy at no charge, by emailing privacy@frozencrow.com or calling us at the number in Section 37. Withdrawing consent may mean we can no longer provide certain online Services. It is your responsibility to keep your email address and contact information current.

25.2 Email

We send commercial and transactional email to prospective and existing clients, subscribers, affiliates, and audiences we are permitted to contact. We design our commercial email to include a functioning unsubscribe mechanism and our physical postal address, and we honor unsubscribe requests within the period required by applicable law and as promptly as practicable. You may unsubscribe using the link in any commercial message, by emailing privacy@frozencrow.com, or by submitting a request through our Your Privacy Choices page, and we maintain a suppression list. Unsubscribing from marketing email does not stop transactional or service messages relating to an active account, order, or engagement. If you believe you have received a commercial message in error or without a working opt-out, contact privacy@frozencrow.com or +1 (949) 749-0002 and we will investigate and correct it.

25.3 Text Messages (SMS/MMS) — How Consent Works

Where we send you marketing text messages, we do so on the basis of the consent you give at the point you provide your telephone number, presented with the disclosures required by applicable law. This Section describes our messaging program and the terms that apply to it; this Section is not itself your consent, and the consent you give at the form governs. This Section describes messages we send in our own name to a number you give us. It does not describe outbound calling conducted under Section 25.4.

Where you give that consent, you agree that Frozen Crow and those acting on its behalf may contact you at the number provided by telephone call and text message, including using automatic telephone dialing systems, prerecorded or artificial voice messages, and automated texting technology, for account, transactional, service, appointment, and marketing purposes.

You are not required to agree to receive marketing calls or text messages in order to purchase any product or service. Message frequency varies. Message and data rates may apply. Reply STOP to opt out or HELP for help. Wireless carriers are not liable for delayed or undelivered messages.

You may revoke consent at any time by any reasonable means, including by replying STOP, QUIT, END, CANCEL, UNSUBSCRIBE, OPT-OUT, or REVOKE to any message, by emailing privacy@frozencrow.com, by submitting a request through our Your Privacy Choices page, or by calling +1 (949) 749-0002. We do not require you to use any single method. After you reply STOP we will send a single confirmation message and then stop. We honor revocation as promptly as practicable and within the period required by applicable law.

You represent that you are the subscriber to, or the customary user of, the number you provide and are authorized to give consent for that number. If you give up, change, or transfer that number, you agree to notify us promptly at privacy@frozencrow.com so we do not contact its new user.

25.4 Telephone Calls and Call Recording

We place outbound calls to prospects, clients, and vendors, including calls to business and consumer contacts sourced from licensed audience data as described in Section 14. We conduct outbound calling in accordance with the requirements that apply to it under federal and state law, including do-not-call, calling-hour, caller identification, and consent requirements, and we honor do-not-call and revocation requests within the period required by applicable law and as promptly as practicable. Where applicable law requires prior express written consent for a particular call or text — including a call placed using an automatic telephone dialing system or an artificial or prerecorded voice — we place that call only where the required consent has been obtained or a recognized exemption applies. To be placed on our internal do-not-call list, call +1 (949) 749-0002, email privacy@frozencrow.com, or submit a request through our Your Privacy Choices page.

Calls with us may be recorded or monitored. Where we record or monitor a call, we provide the notice and obtain the consent required by applicable law, including the all-party consent California law requires for confidential communications. If you do not consent to being recorded, tell us and we will stop the recording or end the call. Where recordings are made, they are used for quality assurance, training, dispute resolution, and record-keeping, and are retained only for as long as is reasonably necessary for those purposes or as required by applicable law. If you believe you have received a call in error, contact privacy@frozencrow.com or +1 (949) 749-0002 and we will investigate and correct it.

25.5 If You Engage Us to Send Messages or Place Calls

If we operate email, text message, telephone, or direct mail campaigns for you, or if you use our business VOIP or business messaging services, as between you and us, you are the sender and the responsible party for all such communications, and you bear sole responsibility for compliance. We may also have independent obligations under applicable law, and nothing in this paragraph alters those obligations or any third party's rights.

The representations, warranties, and covenants in Section 14.4 apply in full to every recipient you supply or approve, whether or not the data came from us. We may refuse, delay, suspend, or terminate any campaign, list, message, number, or account we believe may not comply with applicable law or carrier policy, subject to Section 28 (Limitation of Liability). Your indemnification obligations under Section 29 expressly extend to all claims arising from your lists, your consents, your content, and your use of our messaging, telephone, and email services.

25.6 Live Chat, Booking, and Session Technologies

Our Site includes a live chat widget and an appointment booking calendar provided by a third-party customer relationship management platform. Chat conversations are transmitted to, recorded by, and stored by that provider on our behalf, together with the contact details you enter, the page you were viewing, your approximate location, and your device and browser information, and they become part of our customer records. We use them to answer your question, follow up with you, train our team, resolve disputes, and improve our Services, and we may contact you using the details you provide. By starting a chat or submitting a booking request, you consent to that recording, storage, and use.

If you do not want a conversation recorded, do not use the chat widget — call +1 (949) 749-0002 or email privacy@frozencrow.com instead. Please do not enter payment card numbers, passwords, government identification numbers, health information, or other sensitive information into chat.

We also use third-party analytics, advertising, accessibility, and review technologies that collect information about your device and your interactions with the Site and that may be operated by third parties on our behalf. A cookie consent notice on the Site lets you accept or reject non-essential cookies, and a rejection is saved and applied on that browser. We also honor browser-based opt-out preference signals, including Global Privacy Control: where a Global Privacy Control signal is present, advertising and analytics consent is set to denied before those tags load. See our Privacy Policy and our Your Privacy Choices page for more about these technologies and the choices available to you.

How we handle your personal information, including mobile numbers and SMS consent data, is described in our Privacy Policy. The mobile telephone number and SMS consent record you provide when you opt in to receive text messages from us will not be sold or rented to third parties, and will not be licensed or included in any Data Product, for those third parties' own marketing or promotional purposes. That commitment applies to the number you give us. It does not change the fact, disclosed in Section 14 (Data Products and Audience Data), that audience files we license from third-party database marketing providers may contain telephone and mobile numbers obtained from those providers rather than from you.

26. Accessibility

We are committed to making the Site usable by as many people as possible, including people with disabilities, and we work toward the Web Content Accessibility Guidelines (WCAG) 2.1 at Level AA as our reference standard. We do not claim that the Site fully conforms to WCAG 2.1 Level AA or to any other accessibility standard. The Site changes frequently, includes third-party widgets and embedded content, and includes automatically generated content, some of which may not currently meet that target. Where we use a third-party accessibility tool or overlay on the Site, automated accessibility tools and overlays do not make a website conform to WCAG or to any accessibility law, and we do not represent that any such tool does so.

If you encounter a barrier, or need information from the Site in a different format, contact privacy@frozencrow.com or +1 (949) 749-0002. We aim to acknowledge accessibility reports promptly and to respond substantively without unreasonable delay, and we will work with you to provide the information or transaction you need by an alternative method while we address the underlying issue.

Where we provide accessibility review services to clients, an accessibility review is a point-in-time assessment against published guidelines. It is not a certification, does not guarantee conformance with WCAG, the Americans with Disabilities Act, or any other law, does not guarantee future conformance as content changes, and does not eliminate the possibility of a claim, demand letter, or lawsuit. We do not provide legal advice regarding accessibility obligations.

27. Disclaimer of Warranties; Limited Services Warranty

27.1 Disclaimer

THE SITE, THE SERVICES, ALL CONTENT, ALL DELIVERABLES, ALL DATA PRODUCTS, AND ALL SOFTWARE, TOOLS, GAMES, FORMS, AND MATERIALS MADE AVAILABLE BY FROZEN CROW INC. ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND, EXCEPT FOR THE LIMITED SERVICES WARRANTY IN SECTION 27.2 AND THE REPRESENTATION IN SECTION 14.1.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FROZEN CROW PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, FROZEN CROW INC. DOES NOT WARRANT THAT: THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; ANY DEFECT WILL BE CORRECTED; THE SITE, THE SERVICES, OR ANY DATA WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; ANY CONTENT, INFORMATION, DATA, REPORT, OR RESULT OBTAINED WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE; ANY DATA WILL BE PRESERVED OR RECOVERABLE; OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULT.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM FROZEN CROW INC. OR THROUGH THE SITE OR THE SERVICES, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF CERTAIN RIGHTS. NOTHING IN THIS SECTION LIMITS ANY WARRANTY OR RIGHT THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, AND THE EXCLUSIONS ABOVE APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

27.2 Limited Services Warranty

We warrant that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If we breach this warranty, your sole and exclusive remedy, and our entire liability, is for us to re-perform the deficient Services at no additional charge or, at our option, to refund the fees you paid for the deficient Services, provided you notify us in writing within thirty (30) days after the deficient Services are performed.

This is a warranty of effort and workmanship only. It is not a warranty of any result, outcome, ranking, traffic, lead volume, revenue, return, or level of performance, and Section 10 (Performance, Results, and Earnings Disclaimer) governs outcomes. Except for this warranty, the disclaimers in Section 27.1 apply in full.

27.3 Disclaimers Are Cumulative

The disclaimers, exclusions, and limitations in these Terms are cumulative and not alternative. The specific disclaimers in Section 10, Section 11, Section 12, Section 13, Section 14, and Section 17 are in addition to, and do not limit or narrow, this Section, and this Section is in addition to, and does not limit or narrow, them. No specific disclaimer is to be read as an implied warranty as to any matter it does not address.

28. Limitation of Liability

Please read this Section carefully. It limits the amount you can recover from us. It does not, and is not intended to, limit our responsibility for fraud, willful misconduct, gross negligence, or violation of law, and it does not take away any right you have that the law does not allow us to limit. Certain jurisdictions, including California, do not allow the exclusion or limitation of certain damages or liabilities, and the limitations below apply only to the maximum extent permitted by law.

28.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 28.4 BELOW, THE FROZEN CROW PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST SALES, LOST BUSINESS OR BUSINESS OPPORTUNITY, LOSS OF GOODWILL OR REPUTATION, LOSS OF ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, LOSS OF SEARCH RANKINGS, TRAFFIC, LEADS, OR ADVERTISING PERFORMANCE, OR LOSS OF OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, THE SERVICES, ANY DELIVERABLE, ANY DATA PRODUCT, OR ANY CONTENT, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE), AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

28.2 Aggregate Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 28.4 BELOW, THE TOTAL CUMULATIVE LIABILITY OF THE FROZEN CROW PARTIES, FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, THE SERVICES, ANY DELIVERABLE, ANY DATA PRODUCT, OR ANY CONTENT, IN THE AGGREGATE AND ACROSS ALL CLAIMS, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU ACTUALLY PAID TO FROZEN CROW INC. DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

The cap is aggregate and is not multiplied or enlarged by the number of claims, claimants, incidents, or related entities; claims by you and your affiliates are aggregated for purposes of the cap.

28.3 Interaction with Engagement Documents

Where you have purchased services under an Engagement Document that contains an express limitation of liability, that limitation governs claims arising from those services and this Section does not apply to them. Where an Engagement Document contains no express limitation of liability, or where its limitation is held unenforceable or inapplicable, this Section applies in full to claims arising from those services. This Section governs all claims arising from the Site and from anything not covered by an Engagement Document. In no event do the two operate cumulatively or otherwise increase our aggregate liability.

28.4 Exceptions to These Limitations

This subsection overrides every other provision of these Terms, including any statement elsewhere in these Terms that we act "without liability," are "not liable," or are "not responsible." Wherever these Terms contain such a statement, that statement is qualified by the phrase "to the maximum extent permitted by applicable law" and does not apply to the matters listed below.

Nothing in these Terms limits or excludes, and the exclusions and cap above do not apply to:

  • fraud, fraudulent misrepresentation, or fraudulent concealment;
  • willful injury to the person or property of another, or other willful misconduct;
  • gross negligence;
  • death or bodily injury caused by our negligence;
  • violation of law, whether willful or negligent, to the extent California Civil Code Section 1668 or comparable law prohibits limitation;
  • our obligation to account for, return, or remit funds you advanced to us to be paid to a third party on your behalf, including advertising and media spend held by us and not actually spent;
  • our obligation to refund amounts we have expressly agreed to refund, and your obligation to pay amounts due; or
  • any other right or remedy that applicable law does not permit to be limited, excluded, or waived, including non-waivable rights under the California Consumer Privacy Act, the California Consumers Legal Remedies Act, and other applicable consumer protection and privacy statutes, and the right to seek public injunctive relief.

These Terms are not intended to, and do not, exempt any party from responsibility for its own fraud, willful injury to the person or property of another, or violation of law, whether willful or negligent.

28.5 Essential Basis of the Bargain; Savings

You acknowledge that the disclaimers and limitations in these Terms reflect a reasonable allocation of risk between the parties, that they are an essential basis of the bargain between us, that our pricing reflects that allocation, and that they apply even if any limited remedy is found to have failed of its essential purpose.

If any portion of this Section is held invalid or unenforceable, that portion will be reformed and construed to the narrowest extent necessary to make it valid and enforceable while giving the fullest lawful effect to this allocation of risk, and only if reformation is not possible will it be severed. The remainder of this Section will continue in full force.

29. Indemnification

This Section applies to Clients, Affiliate Program participants, Data Product licensees, account holders, and any person using the Site or Services for business or commercial purposes. It does not apply to an individual using the Site solely for personal, family, or household purposes, except with respect to that individual's own User Content and that individual's own unlawful use of the Site.

Subject to that limitation, you agree to defend, indemnify, and hold harmless the Frozen Crow Parties from and against any claim, demand, action, proceeding, investigation, loss, liability, damage, judgment, settlement, fine, penalty, cost, or expense (including reasonable attorneys' fees and costs of investigation) to the extent arising out of or relating to:

  • your breach of these Terms, of any Engagement Document, or of any representation or warranty you make;
  • your violation of any law or regulation, including the CAN-SPAM Act, the Telephone Consumer Protection Act, the Telemarketing Sales Rule, do-not-call requirements, state telemarketing, messaging, anti-spam, and call-recording laws, privacy and data protection laws, advertising and consumer protection laws, and accessibility laws;
  • any recipient list, contact data, consent record, or suppression list you supply, approve, or direct us to use, and any email, text message, call, or direct mail sent to a recipient you supplied or approved;
  • your use of any Data Product, audience, or prospect file we license or provide to you, including any resale, redistribution, or prohibited use;
  • any Client Materials or other content, claim, offer, product, service, creative, landing page, image, testimonial, endorsement, or trademark you supply, approve, or direct us to publish, transmit, or use, including any allegation that it is false, misleading, unsubstantiated, deceptive, defamatory, or infringes or misappropriates any intellectual property, privacy, or publicity right;
  • your products, services, pricing, warranties, refund and cancellation practices, business practices, and relationships with your own customers;
  • your violation of any Third-Party Platform's terms, policies, or program rules, or of any regulatory, industry, or self-regulatory requirement applicable to you;
  • your use of our business VOIP, business messaging, hosting, or software services, including the emergency-calling matters described in Section 13.3;
  • your participation in the Affiliate Program; and
  • your use, modification, or continued use of any Deliverable after termination, or in a manner not authorized by these Terms or an Engagement Document.

We will notify you of any claim for which we seek indemnification (a delay in notice relieves you only to the extent you are materially prejudiced). We may, at your expense, assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with that defense. If we assume the defense, we will not settle any claim in a manner that imposes a payment obligation, an admission of liability, or an injunctive restriction on you without your prior written consent, which will not be unreasonably withheld. You may not settle any claim in a way that imposes any obligation, restriction, or admission on any Frozen Crow Party without our prior written consent.

You are not required to indemnify any Frozen Crow Party to the extent a claim arises from that party's own negligence, gross negligence, recklessness, willful misconduct, fraud, or violation of law. This Section survives termination.

30. Term, Suspension, Termination, and Survival

These Terms apply from your first use of the Site or the Services and continue until terminated. You may terminate by ceasing all use, closing your account, and cancelling any subscription. We may suspend, restrict, or terminate your access to the Site, the Services, any account, or any Data Product license at any time, with or without notice, including if we believe you have breached these Terms or applicable law, if your account is past due, if continued access presents a legal, security, compliance, or reputational risk, or if we discontinue a product or service, subject to Section 28 (Limitation of Liability).

If we discontinue a paid Service or product, or terminate for our own convenience rather than for your breach or for a legal, platform, carrier, or licensor requirement, we will refund the prepaid, unearned portion of your fees on a pro-rata basis.

Termination of an Engagement is governed by that Engagement Document. On termination for any reason: your licenses under these Terms end immediately; you must cease all use of our marks, Deliverables not paid for, and all Data Products; amounts accrued through the effective date remain payable; and we may delete your data and account content after any retention period stated in our Privacy Policy or an Engagement Document.

The following survive termination: Section 6 (Accounts and Account Security); Section 7 (Acceptable Use and Prohibited Conduct); Section 9 (Confidentiality and Credentials); the emergency-calling acknowledgment and release in Section 13.3; Section 14 (Data Products and Audience Data); Section 15 (Privacy Roles, Client Data, and Compliance Cooperation); Section 17 (Informational Content; Artificial Intelligence and Automated Content); Section 18 (Software Products, Games, and App Stores); Section 19 (Intellectual Property), including the Feedback license; Section 21 (Fees, Payment, and Billing) as to amounts accrued; Sections 24.3 and 24.4; the representations, warranties, and covenants in Section 25, including Section 25.5; Section 27 (Disclaimer of Warranties; Limited Services Warranty); Section 28 (Limitation of Liability); Section 29 (Indemnification); Section 31 (Dispute Resolution; Binding Arbitration; Class Action Waiver); Section 32 (Time Limit for Bringing Claims); Section 34 (Governing Law and Venue); and Section 35 (General Provisions) — together with any other provision that by its nature should survive.

31. Dispute Resolution; Binding Arbitration; Class Action Waiver

Please read this Section carefully. It affects your legal rights, including your right to file a lawsuit in court, your right to a trial by jury for claims subject to arbitration, and your right to participate in a class action. You may opt out of this Section within thirty (30) days as described in Section 31.8, at no cost and with no effect on any other part of these Terms or on your relationship with us.

31.1 Informal Resolution First

Before starting an arbitration, you and Frozen Crow agree to try to resolve the dispute informally. Send a written Notice of Dispute to privacy@frozencrow.com, or to Frozen Crow Inc. at the mailing address we will provide on request by telephone at +1 (949) 749-0002, describing the dispute and the relief sought. If it is not resolved within thirty (30) days after the Notice is received, either party may begin arbitration. This step applies to both parties, and any applicable limitations period is tolled while it is pending.

31.2 Agreement to Arbitrate

Except as expressly stated below, you and Frozen Crow Inc. agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Site, the Services, any transaction with us, or your relationship with us — whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory — will be resolved by final and binding individual arbitration, and not in court. This Section is governed by the Federal Arbitration Act.

The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect, or by JAMS under its Streamlined Arbitration Rules and Procedures and, where applicable, its Consumer Arbitration Minimum Standards, at the election of the party initiating the arbitration. If neither provider is available or willing to administer the arbitration consistent with this Section, the parties will agree on a replacement provider; if they do not agree within thirty (30) days, either party may petition a court of competent jurisdiction to appoint a single neutral arbitrator under Section 5 of the Federal Arbitration Act. The applicable rules are available from the provider, and we will supply a printed copy free of charge on request to privacy@frozencrow.com.

The arbitration will be seated in Orange County, California, except that if you are an individual consumer, the arbitration will be seated in the county where you reside or, at your election, be conducted by telephone, by videoconference, or on written submissions. California law will apply to the substance of the dispute, except that the Federal Arbitration Act governs the interpretation and enforcement of this Section.

The arbitrator will be neutral, will apply applicable substantive law, will issue a written decision stating the essential findings and conclusions on which the award is based, and has authority to award any relief that a court could award to an individual party, including statutory damages, punitive damages where available, and attorneys' fees and costs where available under applicable law, and to order additional discovery on a showing of need. The arbitrator's award may be entered as a judgment in any court of competent jurisdiction.

YOU AND FROZEN CROW ACKNOWLEDGE THAT, BY AGREEING TO ARBITRATION, EACH IS GIVING UP THE RIGHT TO LITIGATE CLAIMS SUBJECT TO THIS SECTION IN COURT AND THE RIGHT TO A TRIAL BY JURY ON THOSE CLAIMS.

31.3 Arbitration Costs

Frozen Crow Inc. will pay all arbitration filing, administrative, and arbitrator fees that exceed the amount you would have paid to file the same claim in a court of competent jurisdiction in the county where you reside. Each party otherwise bears its own attorneys' fees and costs, except where a statute, Section 35.10, or the arbitrator's award provides otherwise.

31.4 Class Action Waiver

YOU AND FROZEN CROW INC. AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR CONSOLIDATED PROCEEDING, OR IN A REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class proceeding.

This paragraph does not waive, and is not intended to waive, any right to seek public injunctive relief, which is addressed in Section 31.5, and does not waive any right that applicable law does not permit to be waived.

31.5 Exceptions to Arbitration

This Section does not apply to, and either party may bring in court: (a) an individual action in small claims court, so long as it remains an individual action in that court; (b) an action seeking temporary or preliminary injunctive relief to prevent actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or Confidential Information; and (c) a claim for public injunctive relief, which the parties agree may be brought only in a court of competent jurisdiction and is severed from arbitration for that purpose, with any individual claims for damages proceeding in arbitration. Either party may ask the court or the arbitrator to stay one proceeding pending the other; neither party is required to agree to a stay, and any applicable limitations period is tolled while a related proceeding is pending.

31.6 Who Decides

The arbitrator has exclusive authority to resolve any dispute about the interpretation, applicability, or scope of this Section, including whether a particular claim is arbitrable, except that a court of competent jurisdiction — and not an arbitrator — will decide (a) the enforceability of the Class Action Waiver in Section 31.4, (b) any claim for public injunctive relief, and (c) whether this Section as a whole was formed.

31.7 Coordinated Claims

If twenty-five (25) or more demands for arbitration raising substantially similar claims are filed against Frozen Crow by or with the assistance of the same or coordinated counsel, the parties will cooperate with the arbitration provider's applicable mass, batch, or multiple-consumer-case procedures and will work in good faith with the provider to resolve the claims efficiently. This paragraph does not waive any claim, does not extend any limitations period against a claimant, and any applicable limitations period is tolled for any claim while it awaits its batch.

31.8 Your Right to Opt Out

YOU MAY OPT OUT OF THIS ARBITRATION AND CLASS ACTION WAIVER SECTION. To opt out, email privacy@frozencrow.com, or send written notice to Frozen Crow Inc. at the mailing address we will provide on request by telephone at +1 (949) 749-0002, within thirty (30) days after the date you first affirmatively accept these Terms as shown in our acceptance records, or within thirty (30) days after we notify you of a material change to this Section. If we have no record of your acceptance date, the thirty-day period runs from the date you first notify us of a dispute. Your notice must include your name, the email address or account associated with your use, and a statement that you wish to opt out of the arbitration agreement. We will confirm receipt of your opt-out notice in writing within ten (10) business days.

Opting out will not affect any other part of these Terms and will not affect your relationship with Frozen Crow Inc. in any way. If you opt out, disputes will be resolved in the state or federal courts located in Orange County, California, subject to Section 34.

31.9 Severability Within This Section

If the Class Action Waiver in Section 31.4 is found unenforceable as to a particular claim or request for relief, then that claim or request for relief — and only that claim or request for relief — will be severed from arbitration and brought in a court of competent jurisdiction, and all remaining claims will continue to be resolved in arbitration. If any other portion of this Section is found unenforceable, it will be severed and the remainder of this Section will continue in effect. Nothing in these Terms waives any right to seek public injunctive relief in any forum, and no such waiver is intended. This Section controls over the general savings and severability provision in Section 35.1.

32. Time Limit for Bringing Claims

To the fullest extent permitted by applicable law, any claim or cause of action arising out of or relating to these Terms, the Site, or the Services — whether brought by you or by us — must be commenced within one (1) year after the claim or cause of action accrues, or it is permanently barred. A claim accrues when the claiming party knows, or through the exercise of reasonable diligence should know, of the facts giving rise to the claim.

This Section does not apply to any claim for which a shortened limitations period is prohibited by applicable law, or to any non-waivable statutory claim.

33. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations (other than an obligation to pay amounts due) to the extent the delay or failure results from causes beyond its reasonable control, including: acts of God, fire, flood, earthquake, severe weather, or other natural disaster; war, terrorism, civil unrest, riot, or sabotage; epidemic, pandemic, or public health emergency; act of government, regulatory action, embargo, or change in law; labor dispute or strike; failure, outage, interruption, or degradation of the internet, telecommunications networks, electrical power, hosting, cloud, or data center services; cyberattack, ransomware, denial-of-service attack, or malicious act, including a data breach at a third party that is not acting as our service provider or subprocessor, or at such a provider notwithstanding our compliance with our own security obligations; and any act, omission, outage, suspension, policy change, algorithm change, pricing change, account action, or discontinuation by any Third-Party Platform, provider, supplier, carrier, or licensor on which performance depends.

Nothing in this Section excuses either party from any statutory obligation to notify affected individuals or authorities of a security breach, or from Section 28.4.

The affected party will notify the other promptly and use commercially reasonable efforts to resume performance. If a force majeure event continues for more than thirty (30) consecutive days, either party may terminate the affected Services on written notice; amounts accrued for Services performed before the effective date of termination remain payable, and prepaid, unearned fees will be refunded.

34. Governing Law and Venue

These Terms and any dispute arising out of or relating to them, the Site, or the Services are governed by the laws of the State of California, without regard to its conflict-of-laws rules. Subject to Section 31 (Dispute Resolution; Binding Arbitration; Class Action Waiver), the state and federal courts located in Orange County, California have exclusive jurisdiction over any dispute arising out of or relating to these Terms, the Site, or the Services, and you consent to the personal jurisdiction of, and venue in, those courts and waive any objection based on inconvenient forum. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

If you are a consumer, nothing in this Section deprives you of the protection of any mandatory consumer protection provision of the law of the jurisdiction in which you reside that cannot be derogated from by agreement, or of the right to bring proceedings in the courts of that jurisdiction where applicable law so requires.

35. General Provisions

35.1 Savings and Severability

Every provision of these Terms is intended to apply only to the extent permitted by applicable law. If any provision, or any portion or application of a provision, is held invalid, void, unenforceable, or contrary to law by a court or arbitrator of competent jurisdiction, that provision will be automatically reformed and construed to the narrowest extent necessary to make it valid and enforceable while giving the fullest lawful effect to the parties' original intent and to the allocation of risk reflected in these Terms. Only if reformation is not possible will the provision be severed, and the remaining provisions will remain in full force and effect. This paragraph is subject to the express exception in Section 31.9 (Severability Within This Section), which controls over this paragraph as to the matters it addresses.

35.2 No Waiver of Non-Waivable Rights

Nothing in these Terms waives, limits, or modifies any right or remedy that cannot lawfully be waived, limited, or modified, including non-waivable rights under the California Consumer Privacy Act, the California Consumers Legal Remedies Act, and other applicable consumer protection statutes. Any provision that would otherwise do so is, to that extent only, inoperative.

35.3 Assignment

You may not assign or transfer these Terms, or any right or obligation under them, by operation of law or otherwise, without our prior written consent, and any attempted assignment without consent is void. We may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. These Terms bind and benefit the parties and their permitted successors and assigns.

35.4 Entire Agreement

These Terms, together with our Privacy Policy and any applicable Engagement Document and product-specific terms, are the entire agreement between you and Frozen Crow regarding the Site and the Services, and supersede all prior and contemporaneous understandings, proposals, representations, and communications on that subject. Any pre-printed or standard terms on a purchase order, vendor portal, or similar document you issue are of no effect and do not modify these Terms. Nothing in this Section limits liability for, or precludes a claim based on, fraud or fraudulent misrepresentation.

35.5 Waiver

No failure or delay by either party in exercising any right under these Terms operates as a waiver of that right, and no single or partial exercise precludes any further exercise. A waiver is effective only if in writing and signed by the waiving party, and applies only to the specific instance and purpose stated.

35.6 Notices

We may give notice to you by email to the address associated with your account, by posting on the Site, or by in-account message, and such notice is effective when sent or posted. You must give notice to us in writing at privacy@frozencrow.com, and we will provide a mailing address for service of any legal notice on request by email or by telephone at +1 (949) 749-0002. It is your responsibility to keep your contact information current.

35.7 Relationship of the Parties; Third-Party Beneficiaries

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or fiduciary relationship, and neither party may bind the other. These Terms do not create any third-party beneficiary rights, except that the Frozen Crow Parties — including our licensors and suppliers — are intended beneficiaries of Section 27 (Disclaimer of Warranties), Section 28 (Limitation of Liability), and Section 29 (Indemnification) and may enforce those Sections, and except as stated in Section 18 with respect to app stores.

35.8 Interpretation and Headings

Headings are for convenience only and do not affect interpretation. "Including" and "such as" mean "including without limitation." References to a statute include its implementing rules and any successor. The singular includes the plural and vice versa.

35.9 Export and Sanctions

You will comply with all applicable United States export control and economic sanctions laws, and you represent that you are not located in, ordinarily resident in, or organized under the laws of any comprehensively sanctioned jurisdiction and are not identified on any United States government restricted-party list.

35.10 Attorneys' Fees

In any action, arbitration, or proceeding to enforce these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees and costs, to the extent permitted by applicable law. This provision is mutual and applies equally to both parties.

36. Changes to These Terms

We may modify these Terms. When we do, we will post the updated Terms on this page and update the "Last Updated" date at the top.

We will provide at least thirty (30) days' advance notice, by email to the address associated with your account and by a conspicuous notice on the Site, before any material change to these Terms takes effect, including any change to Section 27, Section 28, Section 29, Section 31, or Section 21. If you do not agree to a material change, you may reject it by notifying us at privacy@frozencrow.com before the effective date and terminating your account or subscription, and we will refund prepaid, unused fees.

Non-material changes and clarifications are effective when posted. All changes apply prospectively only. Changes to Section 31 (Dispute Resolution; Binding Arbitration; Class Action Waiver) do not apply to any dispute of which we had actual notice before the change was posted. Your continued use of the Site or the Services after the effective date of a change, following the notice described above, constitutes acceptance of the updated Terms. Modifications to an Engagement Document require the process stated in that document.

37. Contact Us; Notice to California Consumers

Frozen Crow Inc.
Orange County, California, USA
https://frozencrow.com

37.1 Notice to California Consumers

California law requires providers of electronic commercial services to make the following information available to California consumers. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted using the current mailing address and telephone number the Department publishes on its website at www.dca.ca.gov. You may also contact us directly at privacy@frozencrow.com or +1 (949) 749-0002 with any complaint or question about the Site or the Services, and we will respond promptly.