Foundwell — Terms & Conditions

Effective date: July 10, 2026

These Terms & Conditions ("Terms") are a legal agreement between you ("you," "your," or "Client") and Foundwell LLC ("Foundwell," "we," "us," or "our"), an Ohio limited liability company. They govern your use of our website at foundwellmarketing.com (the "Site") and the services we provide (the "Services").

By using the Site, requesting a free ranking audit, or engaging Foundwell for Services, you agree to these Terms. If you're agreeing on behalf of a business, you represent that you're authorized to bind that business. If you don't agree, don't use the Site or Services.

These Terms work alongside any separate signed service agreement between you and Foundwell (a "Service Agreement"). If there's a direct conflict between these Terms and a signed Service Agreement, the Service Agreement controls for that conflict.

1. What we do

Foundwell provides done-for-you marketing services for local service businesses, which may include:

Review generation and reputation management — setting up and running automated review requests and follow-ups to your customers, and helping manage responses.

Google Business Profile and local SEO management — optimizing and maintaining your Google Business Profile and local search visibility.

Additional services on request — such as website work, only if and when you ask for them.

The specific Services, scope, and fees for your engagement are set out in your signed Service Agreement.

2. What we'll need from you

To deliver the Services, you agree to provide, and keep current:

Access to your customer list or CRM, typically through a secure API key you authorize.

Access to your Google Business Profile.

For reactivation campaigns, a list of your past customers, which we upload into our review platform (GoHighLevel) to send review requests over time.

Accurate business information and, occasionally, updated photos of recent work.

You're responsible for the accuracy of the information and lists you provide, and for maintaining the security of any credentials on your side.

3. Consent and legal compliance (please read carefully)

This section is important, because we send messages to your customers on your behalf.

a. You are the sender. For every text message and email we send as part of your campaigns, you are the party on whose behalf the message is sent, and you are responsible for the relationship with those customers.

b. Your consent warranty. You represent, warrant, and agree that, for every phone number and email address you provide to us or connect through your CRM, you have obtained and maintain all consents, permissions, and opt-ins required by law to contact that person by SMS text message and email for the purposes of the Services, including any prior express consent required under the Telephone Consumer Protection Act (TCPA) and compliance with the CAN-SPAM Act, applicable A2P/10DLC and carrier requirements, and any applicable state laws.

c. Your ongoing obligations. You agree to promptly remove from your lists anyone who has opted out, revoked consent, or asked not to be contacted, and to honor all STOP/unsubscribe requests. You will not provide us with numbers or addresses on any do-not-contact, do-not-call, or litigator/known-complainant list.

d. Our role. We provide the tools, setup, sending infrastructure (including an A2P-registered phone number), STOP/unsubscribe handling, and management — but we rely entirely on your representation that you have the right to contact the people on your lists. We do not independently verify the consent status of your customers.

e. Your indemnity. You agree to defend, indemnify, and hold harmless Foundwell and its owners, members, and contractors from and against any claims, demands, penalties, fines, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your lack of, or failure to maintain, the required consents; (ii) any violation of the TCPA, CAN-SPAM, A2P/carrier rules, or similar laws in connection with lists or contacts you provided; or (iii) the accuracy or lawfulness of the customer data you provide.

4. How we handle your customer data (data processing terms)

When we process information about your customers, we do so only on your behalf and under your instructions, as your service provider. In that context:

Purpose limitation. We use your customer data only to provide the Services to you. We don't use it for our own marketing, and we don't sell it or share it with our other clients.

You control it. You are the controller of your customer data. You're responsible for having the legal basis to collect it and to share it with us.

Sub-processors. We use trusted third-party platforms to deliver the Services, which may process your customer data on our behalf — including GoHighLevel (CRM/messaging platform), Google (Business Profile), our A2P/SMS messaging provider, and our Google Business Profile management partner. Your data is subject to those providers' own terms.

Confidentiality and security. We keep your customer data confidential and apply reasonable safeguards to protect it, including secure handling of API keys and credentials.

Return or deletion. When our engagement ends, we will, on your request, return or delete your customer data within a reasonable period, except where we're required to keep it by law.

5. Acceptable use

You agree not to use the Services to:

Send messages to anyone you don't have consent to contact, or to any purchased, scraped, or rented list you don't have the right to use.

Send unlawful, deceptive, harassing, or misleading content.

Attempt to filter, gate, suppress, or manipulate which reviews get posted. Consistent with Google's policies (and our own), we help your genuinely happy customers leave honest reviews — we don't hide or block negative ones, and we won't create or solicit fake reviews.

Violate any applicable law or any third-party platform's terms (including Google's and your carrier's).

We may suspend or terminate Services if we reasonably believe you're violating this section.

6. Fees and payment

Retainer. The Services are provided for a monthly retainer, in the amount agreed in your signed Service Agreement.

Billing. Fees are billed on a recurring monthly basis and are due as stated in your Service Agreement. You authorize us (or our payment processor) to charge your chosen payment method for the recurring fee.

Late or failed payments. If payment fails or is past due, we may pause or suspend the Services until the balance is resolved.

Taxes. Fees are exclusive of any applicable taxes, which are your responsibility.

7. Term, cancellation, and refunds

Month-to-month. The Services are month-to-month with no long-term contract. You may cancel at any time by notifying us at [email protected]. Cancellation stops future billing; it doesn't retroactively refund a month already in progress except as stated below.

30-day satisfaction guarantee. If you're not satisfied within the first 30 days of your initial engagement, let us know and we'll refund your first month's retainer.

After 30 days. Refunds after the initial 30-day period are handled on a case-by-case basis at our reasonable discretion.

Effect of cancellation. On cancellation, we'll stop active campaigns, and, on your request, return or delete your customer data as described in Section 4. Any work product or access we provided that relies on our platforms may no longer be available once the engagement ends.

8. No guarantee of results

We're good at what we do, and we work hard for our clients — but we don't guarantee any specific outcome. Results such as the number of reviews you'll receive, your Google map ranking, search position, call volume, or booked jobs depend on factors outside our control, including your existing customer base, service quality, and how competitive your local market is. Nothing on the Site, in these Terms, or in our communications is a promise or guarantee of a particular result. The 30-day satisfaction guarantee in Section 7 relates to your satisfaction with our service and the refund of your fee — it is not a guarantee of results.

9. Third-party platforms

The Services rely on third-party platforms such as Google, GoHighLevel, and SMS carriers. We don't control those platforms, and we're not responsible for their availability, changes, pricing, policies, outages, or actions (including any suspension of a Google Business Profile or messaging service that results from your conduct or your data). Your use of those platforms is subject to their own terms.

10. Intellectual property

Ours. The Site, our brand (including the Foundwell name, logo, and tagline), our processes, templates, and materials are owned by Foundwell and protected by law. We grant you no rights in them except to use the Services during your engagement.

Yours. You keep ownership of your business content, customer data, and any materials you provide. You grant us a limited license to use them solely to provide the Services.

11. Confidentiality

Each party may receive non-public information from the other. Both parties agree to keep that information confidential and use it only to perform under these Terms, except where disclosure is required by law.

12. Disclaimers

The Site and Services are provided "as is" and "as available," without warranties of any kind, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law. We don't warrant that the Services will be uninterrupted or error-free, or that any particular result will be achieved.

13. Limitation of liability

To the fullest extent permitted by law:

Foundwell will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if we've been advised of the possibility.

Foundwell's total liability arising out of or relating to the Services or these Terms will not exceed the total fees you paid to Foundwell in the three (3) months immediately before the event giving rise to the claim.

Some jurisdictions don't allow certain limitations, so parts of this section may not apply to you.

14. Indemnification

In addition to Section 3(e), you agree to defend, indemnify, and hold harmless Foundwell and its owners, members, and contractors from any claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) the data, lists, content, or credentials you provide; (c) your violation of these Terms or any law; or (d) your violation of any third-party right or platform terms.

15. Dispute resolution

a. Talk to us first. Before starting any formal proceeding, you agree to first contact us at [email protected] and give us a genuine chance to resolve the issue informally. Both parties agree to negotiate in good faith for at least 30 days.

b. If that doesn't work. Any dispute that can't be resolved informally will be brought exclusively in the state or federal courts located in Summit County, Ohio, and both parties consent to the jurisdiction of those courts.

c. Jury trial waiver. To the extent permitted by law, both parties waive any right to a jury trial in any such dispute.

16. Governing law

These Terms are governed by the laws of the State of Ohio, without regard to its conflict-of-laws rules.

17. Changes to these Terms

We may update these Terms from time to time. When we do, we'll change the "Effective date" above and post the updated version on the Site. Your continued use of the Site or Services after changes take effect means you accept the updated Terms.

18. General

Entire agreement. These Terms, together with your signed Service Agreement and our Privacy Policy, are the entire agreement between you and Foundwell about this subject.

Severability. If any part of these Terms is found unenforceable, the rest stays in effect.

No waiver. Our failure to enforce any provision isn't a waiver of it.

Assignment. You may not assign these Terms without our consent; we may assign them to a successor or in connection with a merger, acquisition, or sale of assets.

Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

Independent contractor. Foundwell is an independent contractor, not your employee, partner, or joint venturer.

19. Contact

Foundwell LLC Email: [email protected]