Terms of Service

1. Definitions

• Account — your registered Talion Systems user account.
• Client Content — text, images, logos, business information, customer lists, leads, and other materials you upload to or create within the Services.
• Platform — the software platform we provide to you, including the white-labeled environment built on our technology partners' infrastructure.
• Services — the Platform, websites we build for you, business phone numbers, SMS/MMS messaging, voice, automations, marketing tools, CRM, review tools, and anything else we make available to you.
• Subscription — your recurring payment arrangement for the Services.

2. Eligibility and your Account

You must be at least 18 years old, legally able to enter a binding contract, and acting on behalf of a lawful business. You agree to provide accurate information and keep it current. You are responsible for all activity under your Account, including activity by your employees, contractors, and other authorized users.

3. The Services

We provide marketing technology, websites, automation, and related services to home-service businesses. We may add, modify, or discontinue features from time to time, but we will not materially reduce the core functionality of your Subscription without notice.

4. Plan and pricing

Our plan is $297/month, billed month-to-month, and includes: a fully built website, access to the Talion Systems Platform (web and mobile app), a business phone number for texting and calling, CRM access, automations, remarketing campaigns, and customer review tools. There is no setup fee.

Pricing is subject to change. We will give you at least 30 days' notice of any price increase, which takes effect at the start of your next billing cycle.

5. Billing, auto-renewal, and payment

• Advance billing. Subscription fees are billed in advance of each service period.
• Auto-renewal. Your Subscription renews automatically at the then-current rate each billing cycle until you cancel.
• Payment method. Payments are processed through Stripe. By providing a payment method you authorize us to charge it for all amounts due, including Subscription fees and applicable taxes.
• Taxes. Fees are exclusive of taxes. You are responsible for any sales, use, or similar taxes other than taxes on our income.

6. No refunds

All payments are final and non-refundable, including Subscription fees. Our Services are custom-built and work begins immediately upon payment; delivery cannot be reversed once it begins.

7. No chargebacks

You agree not to initiate a chargeback or payment dispute for Services rendered. Filing a chargeback is a material breach of these Terms. We reserve the right to submit evidence of contract acceptance, Platform usage, and delivery to your card issuer; to suspend or terminate your Account; and to recover the disputed amount plus associated legal, collection, and administrative fees.

8. Trials and promotions

We may offer trials, discounts, or promotional pricing. During a trial, limited setup may occur for information-gathering; full Services are rendered once paid billing begins. Promotional pricing applies for the stated period and reverts to standard pricing afterward. Discounts do not modify any other term of this agreement.

9. Service delivery

Services are considered delivered once your website has been completed and made available and your Platform and automation setup is finalized. Standard build time is 7–10 business days after we receive your completed onboarding form. Onboarding support may be provided but is not a prerequisite for fulfillment.

10. Failed payments and suspension

If a payment fails, we retry up to 4 times over 3 weeks. If the balance remains unpaid 48 hours after the first failed attempt, your Account and Platform access may be suspended until it is paid. If it remains unpaid for 30 days, we may terminate your Account and delete or archive Client Content as described in Section 15. Suspension does not relieve you of the obligation to pay outstanding fees.

11. Cancellation

You may cancel your Subscription at any time through the Platform or by contacting support. Cancellation takes effect at the end of the current billing cycle, and you will not be charged after that. Cancellation does not entitle you to a refund of amounts already paid.

12. Intellectual property

12.1 Our IP

The Platform, our software, website templates, automations, marketing materials, brand, and underlying technology are owned by Talion Systems or our licensors. We grant you a limited, non-exclusive, non-transferable, revocable license to use them solely for your internal business purposes during your Subscription. All rights not expressly granted are reserved.

12.2 Your content

You own your Client Content. You grant us a non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, display, and process it as necessary to provide the Services and as permitted by our Privacy Policy.

12.3 Websites and domains

Websites we build for you are licensed under Section 12.1 and hosted on our infrastructure. When your Subscription ends, your right to use the website ends, and we are not obligated to transfer the website's source code, theme, or templates. You keep ownership of the custom Client Content you provided (text, images, logos). If you registered a domain through us, ownership of the domain registration transfers to you on request, subject to applicable transfer fees.

12.4 Feedback

If you send us suggestions or feedback, you grant us an unrestricted, perpetual, royalty-free license to use it without obligation to you.

13. Acceptable use

You agree not to use the Services to:

• Send unsolicited messages, spam, or unlawful communications
• Send messages without proper consent under the TCPA, CAN-SPAM Act, A2P 10DLC requirements, or applicable state laws
• Violate any person's privacy or any state or federal privacy law
• Send content that is harassing, threatening, defamatory, fraudulent, obscene, or otherwise unlawful
• Promote illegal activity or industries that violate carrier policies
• Reverse-engineer, decompile, or attempt to derive source code from the Platform
• Resell or sublicense the Services without our written consent
• Use the Services to build or operate a competing product
• Circumvent security measures, rate limits, or technical restrictions
• Upload viruses, malware, or code intended to damage or disrupt the Services

We may suspend or terminate Accounts engaged in prohibited activity.

14. Your compliance obligations

When you use the Platform to send SMS, MMS, voice messages, or emails to your customers and prospects, you — not Talion Systems — are the sender. You are solely responsible for: obtaining valid consent from every recipient where required by the TCPA, CAN-SPAM, A2P 10DLC, or state law; keeping proof of consent and producing it on request; honoring opt-out requests (STOP, UNSUBSCRIBE) immediately and list-wide; including required disclosures in your communications; scrubbing against the National Do Not Call Registry and applicable state registries; complying with carrier rules, including A2P 10DLC registration for your campaigns; and complying with the privacy laws that apply to your processing of consumer data.

If you upload personal information about consumers to the Platform, you act as the "controller" or "business" under applicable privacy law and we act as the "processor" or "service provider." A data processing addendum is available on request. By uploading personal information, you represent that you have given all required notices, obtained all required consents, and have the legal right to process the data through the Platform. You indemnify us for your communications and data processing as described in Section 18.

15. Term and termination

These Terms apply from the moment you accept them until your Subscription ends. You may cancel as described in Section 11. We may suspend or terminate your Account, with or without notice, if you breach these Terms, fail to pay amounts when due, create legal or regulatory risk for us, or if the law requires it.

On termination, your access ends immediately. We retain Client Content for 30 days after termination so you can export it; after that we may delete or archive it. You are responsible for exporting your data. Provisions that by their nature survive (intellectual property, indemnification, limitation of liability, dispute resolution, governing law) continue after termination.

16. SMS terms

By opting in to SMS from us, you agree to receive texts related to notifications, marketing, account authentication, and other service communications. Message frequency varies; message and data rates may apply. Reply STOP to opt out or HELP for help. Consent may be given through our website forms or verbally in service interactions. We do not guarantee message delivery — delays and failures can occur for reasons outside our control. You must use the messaging service in compliance with all applicable laws.

17. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. WE DO NOT GUARANTEE ANY SPECIFIC RESULTS, INCLUDING NUMBER OF LEADS, SALES, REVENUE, OR SEARCH RANKINGS.

18. Indemnification

You agree to defend, indemnify, and hold harmless Talion Systems and its officers, employees, contractors, and agents from any third-party claims, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of your use of the Services, your Client Content, your communications sent through the Services, your processing of personal information, your violation of these Terms or any law, or your violation of any third party's rights.

19. Limitation of liability; disputes; arbitration

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TALION SYSTEMS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA. OUR TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $100.

Informal resolution first. Before any formal dispute, both parties agree to attempt informal resolution by emailing paul@mail.talion-systems.com with a written description of the dispute, allowing 30 days to resolve it.

Binding arbitration. Any dispute arising out of these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.

CLASS ACTION WAIVER: EACH PARTY MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

Either party may bring an individual action in small claims court, or a court action for injunctive relief regarding intellectual property. You may opt out of arbitration within 30 days of first accepting these Terms by emailing paul@mail.talion-systems.com with the subject "Arbitration Opt-Out," including your name, business name, and a clear opt-out statement.

20. Governing law and venue

These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-law principles. Subject to Section 19, any action not subject to arbitration must be brought in the state or federal courts located in Wyoming, and the parties consent to jurisdiction and venue there.

21. General

• Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, government actions, internet or telecom failures, or third-party platform outages.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets.
• Notices. We may notify you by email to your Account address, in the Platform, or on our website. You may notify us at paul@mail.talion-systems.com.
• Changes. We may modify these Terms. For material changes we will give at least 30 days' notice by email or on the site; continued use after the effective date constitutes acceptance.
• Entire agreement; severability; waiver. These Terms (with the Privacy Policy and any addenda) are the entire agreement. If any provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver.
• Independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

22. Consent and agreement

By purchasing any Services or checking the agreement box at checkout, you confirm that you have read and agree to these Terms; you accept the no-refund policy; you waive the right to initiate chargebacks for Services rendered; and you agree to the arbitration agreement and class action waiver in Section 19, subject to your 30-day right to opt out.

23. Contact

THP Holdings LLC d/b/a Talion Systems · paul@mail.talion-systems.com · talion-systems.com