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    Master Subscription Agreement - the main contract governing use of FollowUP CRM.

    FollowUP CRM - Master Subscription Agreement

    Effective Date: 10 May 2026 Version: 2.1 Last Updated: 11 July 2026 Governing Language: English (the Georgian version, where provided, is for informational purposes only; in case of conflict, this English version controls.)

    ⚠️ IMPORTANT NOTICE - PLEASE READ BEFORE PROCEEDING

    This Agreement contains:

    • A mandatory arbitration clause (Section 18) requiring most disputes to be resolved through binding arbitration rather than in court.
    • A class action waiver (Section 18) preventing You from bringing claims as part of a class, collective, or representative action, except where such waiver is unenforceable under the law applicable to You (notably for certain consumers in the European Union, United Kingdom, and certain U.S. states).
    • A limitation of Our liability (Section 15) capping Our financial exposure to You.
    • A disclosure of Our underlying technology partner: the FollowUP CRM Platform is built on a white-labelled instance of the GoHighLevel platform operated by HighLevel Inc. ("HighLevel"). Your use of the Platform is therefore subject both to this Agreement and, indirectly, to the upstream rules of HighLevel as described in Section 4.

    You should read this Agreement in full before subscribing. If You are subscribing on behalf of a business entity, You confirm You have authority to bind that entity to this Agreement.

    1. Parties, Definitions, and Acceptance

    1.1 Parties

    This Master Subscription Agreement ("Agreement" or "MSA") is entered into between:

    (a) Sales Consulting Group LLC (Georgian Company ID: 405727254), registered at Bakhtrioni 11, Tbilisi, Georgia, operating under the brand FollowUP CRM ("FollowUP CRM", "We", "Us", "Our"); and

    (b) the natural person or legal entity who accepts this Agreement and registers for, subscribes to, or accesses the Platform ("You", "Your", "Customer", or "Subscriber").

    Future Entity Note. We may, in the future, operate also through an affiliated U.S. entity (anticipated to be a Delaware-organized limited liability company formed via Stripe Atlas). On the date that affiliated entity becomes the contracting party for any group of customers (for example, customers contracting in U.S. dollars or located in the United States), this Agreement will be automatically novated to that affiliated entity for those customers, and We will provide at least thirty (30) days' prior written notice of the novation. No other terms of this Agreement will change as a result of such novation, and Your rights will not be diminished.

    1.2 Definitions

    Unless context requires otherwise, capitalized terms have the meanings below. Additional defined terms are set out in Schedule A (Definitions).

    • "Affiliate Program" means Our partner referral program described in Section 12 and governed by the Affiliate Agreement (Schedule E).
    • "AUP" means Our Acceptable Use Policy (Schedule B), as updated from time to time.
    • "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including business plans, customer lists, pricing, technical information, and Customer Data.
    • "Customer Data" means all data, content, files, messages, contact records, communications, and other information that You or Your End Users upload to, generate within, or transmit through the Platform.
    • "DPA" means Our Data Processing Addendum (Schedule C), which forms an integral part of this Agreement and applies automatically where We Process Personal Data on Your behalf.
    • "End User" means any natural person whose Personal Data is Processed through Your use of the Platform - typically Your contacts, leads, customers, employees, or message recipients. End Users are not parties to this Agreement.
    • "Fees" means all amounts payable by You to Us, as described in Section 8 and in Your subscription order.
    • "GHL" or "HighLevel" means HighLevel Inc., a Texas-headquartered company whose platform forms the underlying technical infrastructure for FollowUP CRM, as further described in Section 4.
    • "Personal Data" has the meaning given to it in the EU General Data Protection Regulation (Regulation (EU) 2016/679, "GDPR") and equivalent meanings under the Law of Georgia on Personal Data Protection ("Georgian Data Protection Law"), the UK GDPR, the California Consumer Privacy Act / California Privacy Rights Act ("CCPA/CPRA"), and other applicable privacy laws.
    • "Platform" means the FollowUP CRM software-as-a-service offering, including the web application, mobile applications (where available), APIs, integrations, communications functionality, AI features, and all related Documentation, in each case as We make available from time to time and as further described at followup.agency.
    • "Privacy Policy" means Our publicly published privacy policy, as updated from time to time.
    • "Reseller Customer" means a Customer who uses the Platform to provide services to its own clients under its own brand, pursuant to Schedule D (Reseller Addendum).
    • "Sub-Account" means a workspace created within Your Platform Account for a specific business or client, typically used by Reseller Customers.
    • "Sub-processor" means a third party engaged by Us to Process Personal Data on Your behalf, including HighLevel and the third-party services listed at Our public Sub-Processor Page.
    • "Subscription Term" has the meaning in Section 8.
    • "Trial" means the free 14-day evaluation period described in Section 7.

    1.3 Acceptance

    By (i) clicking "I agree", (ii) creating a Platform Account, (iii) starting a Trial, or (iv) accessing or using the Platform in any way, You confirm that:

    (a) You have read, understood, and agree to be bound by this Agreement, the Privacy Policy, the AUP (Schedule B), and - where they apply to You - the DPA (Schedule C), the Reseller Addendum (Schedule D), and the Affiliate Agreement (Schedule E); (b) You are at least 18 years of age and have full legal capacity to enter into binding contracts under the law applicable to You; (c) the information You have provided is true, accurate, complete, and current, and You will keep it updated; (d) You have authority to bind any business entity on whose behalf You are accepting this Agreement; (e) Your use of the Platform is intended for business, professional, or commercial purposes, and not for personal or household consumer purposes (the limited exceptions for natural persons subscribing in their own name are addressed in Section 19); and (f) You are not a Restricted Person under Section 5.

    2. The Platform - What We Provide

    2.1 Subscription Grant

    Subject to Your continued compliance with this Agreement and timely payment of Fees, We grant You a limited, non-exclusive, non-transferable, non-sublicensable (except as expressly permitted under the Reseller Addendum), revocable right to access and use the Platform during the Subscription Term solely for Your internal business purposes and, where applicable, the business purposes of the End Users You serve.

    2.2 Plans and Modules

    We currently offer subscription plans including, without limitation:

    • a Starter SaaS plan (currently 379 GEL/month at general retail);
    • a Premium SaaS plan (currently 879 GEL/month at general retail);
    • a Base + Modular plan (currently 379 GEL/month base, with optional add-on modules at additional Fees); and
    • such other plans, tiers, or add-ons as We make available from time to time.

    The specific plan, modules, add-ons, and Fees applicable to You are those displayed and accepted by You at checkout in Your Platform Account. The pricing displayed at checkout at the time You subscribe is the binding pricing for that subscription period, and supersedes any pricing displayed on marketing pages, promotional materials, or third-party content.

    We reserve the right to modify Our plan structures, pricing, and module availability for future Subscription Terms, in accordance with Section 8.5 (Pricing Changes).

    2.3 Configuration and Snapshot

    Where Your subscription includes a pre-configured "snapshot," workflow, automation, template, or other content provided by Us, We grant You a non-exclusive, non-transferable license to use such content within Your Platform Account during the Subscription Term. We retain all rights, title, and interest in and to such content.

    2.4 Free Employees

    Where We market a plan as offering "unlimited free employees" or equivalent, this means that adding additional internal users to Your account does not increase Your Fees. It does not waive any obligations under this Agreement (including AUP compliance) for those users, for whom You remain fully responsible.

    2.5 Updates and Modifications

    We may update, modify, add, deprecate, or remove features of the Platform from time to time. For material adverse changes that meaningfully reduce core functionality You rely on, We will provide at least thirty (30) days' prior notice by email or in-product notification. For non-material changes, security updates, bug fixes, and improvements, no advance notice is required. Beta and early-access features are governed by Section 2.7.

    We do not guarantee that any particular feature will continue to be offered indefinitely, and Your subscription is not contingent on the continued availability of any specific feature beyond what We have committed in writing.

    2.6 Service Availability

    We aim to provide a reliable Platform but do not, in this MSA, commit to a specific uptime percentage. Where We offer a Service Level Agreement ("SLA") for premium tiers, that SLA is set out in Schedule F and forms part of this Agreement only for those Customers expressly enrolled.

    2.7 Beta Features

    We may make beta, alpha, preview, or early-access features available ("Beta Features"). Beta Features are provided "AS IS" and "AS AVAILABLE", without warranty, indemnification, or SLA coverage. We may discontinue Beta Features at any time without liability. Use of Beta Features is at Your sole risk.

    3. Your Account, Sub-Accounts, and End Users

    3.1 Account Registration and Accuracy

    You must provide complete and accurate registration information and keep it current. You are responsible for all activity occurring under Your Platform Account credentials, whether or not authorized by You.

    3.2 Account Ownership

    The Platform Account is owned by: (a) the natural person who accepts this Agreement, if subscribing in their personal capacity for business use; or (b) the business entity on whose behalf this Agreement is accepted.

    Where there is a dispute as to ownership of an Account (for example, between business co-founders, between a contractor and the business that paid the contractor, or between an agency and the agency's client), We may, in Our sole reasonable discretion, suspend the Account until the dispute is resolved by mutual written agreement of the disputing parties or by an order of a court or arbitrator of competent jurisdiction. We may consider, without limitation, the following factors: (i) the identity of the payor on the payment method on file; (ii) the identity of the original Account creator; (iii) verifiable corporate documentation; and (iv) any binding court or arbitral order. We are not obligated to act as adjudicator of ownership disputes, and our determinations regarding suspension are final.

    3.3 Login Credentials and Security

    You must keep Your login credentials confidential. You must promptly notify Us at info@followup.agency of any actual or suspected unauthorized access to Your Account. We strongly recommend, and may from time to time require, two-factor authentication ("2FA") and other security measures. We are not liable for any losses arising from Your failure to implement reasonable security measures, including failure to enable 2FA where We have made it available.

    3.4 Sub-Accounts

    If Your subscription plan permits the creation of Sub-Accounts (typically for Reseller Customers), each Sub-Account is governed by: (a) this Agreement; (b) the Reseller Addendum (Schedule D), where applicable; and (c) any agreement You enter into with the End User who is the actual user of the Sub-Account.

    You are responsible for ensuring that the End Users of Sub-Accounts comply with this Agreement and the AUP. If a Sub-Account engages in conduct that breaches this Agreement, We may suspend or terminate that Sub-Account, and where the conduct is severe, repeated, or unremediated, We may suspend or terminate Your entire Platform Account.

    3.5 Your End Users / Your Customers

    Where You use the Platform to communicate with, market to, sell to, or otherwise interact with Your own customers, leads, contacts, patients, students, or other End Users:

    (a) You - and not Us - are the controller, seller, telemarketer, sender, advertiser, healthcare provider, or other principal in those interactions. (b) Your relationship with Your End Users is governed by Your own agreements with them (terms of service, privacy notices, BAAs, consent forms, etc.). We are not a party to those relationships. (c) You are solely responsible for resolving disputes, complaints, refund requests, and inquiries from Your End Users. (d) You must publish and maintain Your own privacy policy and (where applicable) terms of service that are at minimum as protective as Ours, and that lawfully cover Your processing of End User data through the Platform.

    4. Underlying Technology Partner - HighLevel (GoHighLevel)

    4.1 Disclosure

    The FollowUP CRM Platform is built on, and operated as a white-labelled instance of, the technology platform owned and operated by HighLevel Inc. ("HighLevel"), headquartered at 5473 Blair Rd Ste 100, PMB 383313, Dallas, Texas 75231-4227, United States. HighLevel is Our primary infrastructure provider and a Sub-processor for purposes of the GDPR and equivalent laws.

    We disclose this relationship openly because We believe transparency strengthens trust. The HighLevel infrastructure brings to FollowUP CRM:

    • ISO/IEC 27001:2022 certification;
    • SOC 2 Type II annual attestation;
    • EU-U.S. Data Privacy Framework certification, providing a lawful transfer mechanism for Personal Data flowing from the European Economic Area to the United States;
    • HIPAA-ready infrastructure (where the relevant tier and BAA are activated upstream);
    • enterprise-grade encryption (AES-256 at rest, TLS 1.2+ in transit), DDoS mitigation, Web Application Firewall, MFA, and continuous security monitoring.

    4.2 Back-to-Back Obligations You Accept

    Because Our right to provide the Platform to You is derived from Our agreement with HighLevel, certain restrictions imposed by HighLevel flow through to You. By using the Platform, You agree to comply with the following restrictions, which apply in addition to all other obligations in this Agreement:

    (a) No competing access. You will not access or use the Platform if You are a director, officer, partner, employee, or controlling shareholder of HighLevel, of any direct competitor of HighLevel, or of any direct competitor of Ours.

    (b) No reverse engineering. You will not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, architecture, or know-how underlying the Platform, except where such activity is permitted by mandatory applicable law (e.g., EU Software Directive Article 6 for interoperability purposes).

    (c) No removal of proprietary notices. Except where You are an authorized Reseller Customer customizing the look and feel of Your Sub-Accounts in accordance with Schedule D, You will not remove, alter, or obscure any proprietary notices, trademarks, or copyright legends.

    (d) No disparagement of HighLevel infrastructure. You will not publicly disparage HighLevel, falsely claim that the Platform is independently developed, or make comparative advertising claims that misrepresent the relationship.

    (e) Lifetime / one-time-fee restrictions. Reseller Customers may not resell access to the Platform, or to its core features, on a "lifetime" or one-time-fee basis. All resale must be on a recurring (monthly, annual, or other periodic) basis.

    (f) Communications compliance. You will comply with the communications-law obligations set out in Section 6, which mirror obligations We owe upstream.

    (g) People Data Labs. Where the Platform integrates with or surfaces data from People Data Labs ("PDL"), Your use of such data is subject to the PDL Acceptable Data Use Policy, available at https://privacy.peopledatalabs.com/policies?name=acceptable-data-use-policy, as updated by PDL from time to time.

    (h) Domain names. Where domain names are purchased through the Platform, the underlying registrar relationship is managed via HighLevel's third-party registrar (currently Cloudflare). You agree that We (or HighLevel acting on Our behalf) may be listed as the administrative contact, may resolve UDRP and similar disputes, and may transfer or cancel domains in compliance with applicable rules and Court or panel orders. Nameserver and configuration restrictions imposed by the upstream registrar apply to You.

    (i) Updates to upstream restrictions. HighLevel updates its terms from time to time. Where such updates impose new obligations that We must pass through to Customers, We will provide You with at least thirty (30) days' prior notice (or such shorter notice as HighLevel imposes upon Us, in which case We will give You as much notice as We can). Continued use of the Platform after such notice constitutes Your acceptance of the new pass-through obligation.

    4.3 Limitations of the Pass-Through

    Nothing in this Section 4 makes HighLevel a party to this Agreement, gives You a direct contractual claim against HighLevel, or makes You a third-party beneficiary of Our agreement with HighLevel. Conversely, nothing in this Section 4 absolves Us of Our own direct obligations to You under this Agreement.

    4.4 Sub-Processor Page

    A current list of Our Sub-processors (including HighLevel and downstream parties such as Twilio, LeadConnector, Mailgun, Stripe, Flitt, Cloudflare, Google Cloud Platform, and AI service providers) is published at followup.agency/sub-processors and is updated when Sub-processors are added or removed. You may subscribe to email notifications for updates to this page.

    5. Geographic Scope, Sanctions, and Export Controls

    5.1 Where the Platform Is Available

    The Platform is offered to Customers in Georgia, the European Economic Area, the United Kingdom, the United States (subject to Section 5.4 below), the GCC region, and other jurisdictions where it is lawful for Us to provide it. We make no representation that the Platform is appropriate or available for use in any particular jurisdiction; You access the Platform from Your jurisdiction at Your own initiative and risk and are solely responsible for compliance with local law.

    5.2 Sanctions Compliance

    You represent, warrant, and covenant that, throughout the Subscription Term:

    (a) You are not, and are not owned 50% or more or otherwise controlled by, any person or entity: (i) listed on the U.S. Treasury Department's Specially Designated Nationals and Blocked Persons List, the U.S. Commerce Department's Entity List or Denied Persons List, or any other restricted-party list maintained by the United States; (ii) listed on the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions or any EU member state sanctions list; (iii) listed on the UK Office of Financial Sanctions Implementation (OFSI) consolidated list; (iv) listed on the United Nations Security Council Consolidated Sanctions List; or (v) located, organized, ordinarily resident, or operating in a Prohibited Jurisdiction (defined below).

    (b) A "Prohibited Jurisdiction" means: Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People's Republic and Luhansk People's Republic regions, Russia, and Belarus, in each case to the extent and as updated from time to time under the comprehensive sanctions programs of the United States, the European Union, the United Kingdom, or the United Nations.

    (c) You will not permit Your End Users, employees, or sub-account users to access the Platform from, or to send Platform-originated communications into, a Prohibited Jurisdiction or to a sanctioned person.

    5.3 Export Controls

    You will not export, re-export, transfer, or release the Platform, any of its components, any Customer Data, or any technology or software that supports the Platform in violation of applicable export control laws, including the U.S. Export Administration Regulations and EU Council Regulation 2021/821 (EU Dual-Use Regulation).

    5.4 U.S. Customers - Special Note During Georgian Entity Phase

    Until such time as Our U.S. affiliate is established (see Section 1.1, Future Entity Note), the contracting party is the Georgian entity. U.S. Customers may, depending on their state of residence and the law applicable to them, have additional rights and remedies. We have made best efforts to draft this Agreement in a manner consistent with U.S. consumer protection norms; where a provision of this Agreement is unenforceable as to a particular U.S. Customer under applicable U.S. law, that provision will be modified or severed only to the extent necessary, and the rest of this Agreement remains in force.

    6. Communications, Marketing, and Telecommunications Compliance - Your Obligations

    Why this section matters. The Platform enables You to send SMS, email, voice calls, WhatsApp messages, social media replies, and other communications at scale. The legal regimes governing those communications are strict, vary by jurisdiction, and apply primarily to You as the sender. We can give You tooling; We cannot give You compliance. Read this section carefully. Failure to comply is one of the few areas in which We will terminate accounts without lengthy notice.

    6.1 You Are the Sender

    You acknowledge that You - and not Us, and not HighLevel - are the "sender," "advertiser," "telemarketer," "caller," "messager," and "controller" (as those terms are used in applicable laws) of all communications that You initiate, schedule, or cause to be sent through the Platform. We are a technology and communications service provider; We do not initiate or select the content or recipients of Your communications.

    6.2 Specific Laws You Must Comply With

    You represent, warrant, and covenant that Your use of the communications functionality of the Platform will comply at all times with all applicable laws, including, where relevant to Your communications:

    (a) United States.

    • Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, and implementing FCC regulations, including the 2024 FCC one-to-one consent ruling;
    • CAN-SPAM Act of 2003 and FTC implementing regulations;
    • Telemarketing Sales Rule (TSR), 16 C.F.R. Part 310;
    • National Do Not Call Registry and all state-level DNC registries;
    • State telemarketing laws, including Florida's "mini-TCPA," Oklahoma's, Washington's, Maryland's, and others, including registration, bonding, and licensing requirements where applicable;
    • A2P 10DLC registration and use requirements imposed by U.S. wireless carriers;
    • AI-voice disclosure obligations under the FCC's 2024 declaratory ruling and applicable state laws.

    (b) Canada.

    • Canada's Anti-Spam Legislation (CASL), including express and implied consent rules and unsubscribe mechanism requirements.

    (c) European Union & European Economic Area.

    • GDPR Article 6 (lawful basis), Article 7 (consent), Articles 12-22 (data subject rights), Article 32 (security);
    • ePrivacy Directive (2002/58/EC) as implemented in each member state, governing electronic marketing and cookies;
    • Unfair Commercial Practices Directive and the Omnibus Directive (2019/2161);
    • The forthcoming ePrivacy Regulation when it comes into effect.

    (d) United Kingdom.

    • UK GDPR;
    • Privacy and Electronic Communications Regulations (PECR).

    (e) Georgia.

    • Law of Georgia on Personal Data Protection (as amended in 2023);
    • Law of Georgia on Electronic Communications;
    • Law of Georgia on Protection of Consumer Rights (2022).

    (f) Carrier and platform policies.

    • Twilio / LeadConnector acceptable use and messaging policies;
    • WhatsApp Business Platform Commerce Policy;
    • Meta Business Tools Terms for Facebook and Instagram messaging;
    • Other carrier or platform-level rules applicable to the channels You use.

    This list is illustrative, not exhaustive. You are responsible for identifying and complying with all laws applicable to Your communications.

    6.3 Consent Records

    You must obtain, document, and retain proof of all required consents from message recipients before sending Platform-originated communications. You must be able, on request from Us, a regulator, a carrier, or an aggrieved End User, to produce: (i) the form, channel, and language of consent capture; (ii) the timestamp; (iii) the IP address or device fingerprint of the person who provided consent; (iv) the URL or context of the consent capture; and (v) any disclosures shown at the time of consent. You will retain consent records for at least four (4) years after consent is withdrawn or after the last communication sent in reliance on that consent, whichever is later, or such longer period as applicable law requires.

    6.4 Opt-Out / Unsubscribe / Do Not Call

    You will honor every opt-out, unsubscribe, "STOP" reply, "leave me alone" request, and Do Not Call request promptly, and in any event within the timeframes required by applicable law (e.g., within ten (10) business days under TCPA/TSR; without undue delay under GDPR Article 21). You will not re-add an opted-out recipient to a marketing list except where they re-opt-in voluntarily and that fact is documented.

    6.5 AI-Generated Communications

    Where You use AI features of the Platform to generate or deliver communications (including AI voice agents, AI chatbots, AI-drafted email, and AI-generated SMS):

    (a) You must ensure that any natural person interacting with an AI voice agent or chatbot is clearly informed, at the start of the interaction and in language reasonably understandable to that person, that they are communicating with an AI (consistent with EU AI Act Article 50(1), the FCC 2024 AI-voice ruling, and emerging state laws including those in California, Utah, and others). (b) Where You generate synthetic audio, video, or image content depicting real persons, You must comply with EU AI Act Article 50(4) transparency and labelling obligations and applicable state and federal "deepfake" laws. (c) You must not use AI features for any purpose prohibited by EU AI Act Article 5 (manipulative AI, social scoring, real-time remote biometric identification, etc.) or for any high-risk use case under Annex III without appropriate compliance measures.

    Further AI-specific terms are set out in Schedule G (AI Terms).

    6.6 Indemnity for Communications Violations

    Without limiting the general indemnity in Section 16, You will defend, indemnify, and hold harmless FollowUP CRM, its affiliates, and HighLevel from and against any third-party claim, regulatory investigation, fine, penalty, or settlement arising from Your alleged or actual breach of this Section 6, including but not limited to TCPA claims, CAN-SPAM enforcement actions, GDPR/PECR/CASL/CNIL/Garante/ICO investigations, and carrier-imposed penalties.

    6.7 Our Right to Suspend for Communications Violations

    Notwithstanding Section 17 (Suspension and Termination), where We have reasonable grounds to believe that You are violating Section 6 in a manner that poses a risk to Us, to HighLevel, to a carrier, to End Users, or to the integrity of the Platform, We may suspend Your communications functionality immediately, without prior notice, while We investigate. We will lift the suspension as soon as We are reasonably satisfied that the issue is resolved. Where the violation is material and unremediated, We may terminate this Agreement under Section 17.

    7. Trial, Subscription, and Renewal

    7.1 Free Trial

    We offer a 14-day free trial ("Trial") for new Customers on Our Starter and Premium plans only. The Trial is not available on the Custom plan, which is provided pursuant to a separate Custom Implementation Contract (see Section 7.7 below). During the Trial:

    (a) Starting the Trial requires Your affirmative selection of a plan (Starter or Premium) and Your provision of a valid payment method, which Our payment provider stores for the purpose described in Section 7.2. (b) No Fees are charged during the Trial itself. Unless You cancel before the end of the Trial in accordance with Section 7.5, the Trial automatically converts to a paid subscription for the plan You selected, and the first Subscription Fee is charged at conversion (see Section 7.2). (c) The Trial is provided "AS IS" and "AS AVAILABLE" without warranty, indemnification, or SLA coverage. Section 14 (Disclaimers) applies in full to the Trial. (d) We may limit, throttle, or restrict Trial functionality (for example, by capping the number of messages sent or contacts added) to prevent abuse. (e) Trial periods are not intended to be used consecutively. If You attempt to obtain back-to-back Trials by creating multiple accounts, We may suspend or terminate Your access without refund or further notice. (f) We may end any Trial early if We determine, in Our reasonable discretion, that You are violating this Agreement, the AUP, or applicable law.

    7.2 Activation of Paid Subscription

    Your paid Subscription Term begins at the end of the Trial, when the Trial automatically converts to a paid subscription for the plan You selected at Trial signup - unless You cancel before the end of the Trial in accordance with Section 7.5. By starting a Trial (which requires Your affirmative selection of a plan and Your provision of a payment method), You expressly authorize this automatic conversion and the charging of Your payment method on file upon Trial expiry. Where You activate a paid plan directly without a Trial, Your paid Subscription Term begins on that activation date.

    The first Subscription Fee is charged upon conversion at the end of the Trial (or immediately, where You activate a paid plan without a Trial), and recurring monthly billing begins on that date as Your billing anchor (see Section 7.3 below).

    7.3 Subscription Term and Auto-Renewal

    Unless otherwise stated at checkout:

    (a) Subscriptions are billed monthly in advance, beginning on the activation date. (b) Each Subscription Term automatically renews for successive periods equal to the initial term, unless You cancel before the end of the then-current period in accordance with Section 7.5. (c) Renewal is at the then-current pricing for Your plan, subject to Section 8.5 (Pricing Changes). (d) For annual plans, We will send a renewal reminder by email at least thirty (30) days before auto-renewal occurs.

    7.4 Activation by Acknowledgement of Auto-Renewal

    By starting a Trial or activating a paid subscription, You expressly acknowledge and consent to the automatic conversion of the Trial at its expiry, to auto-renewal, and to the charging of Your payment method on file at conversion and at each renewal, without further authorization, until You cancel. This acknowledgement is provided in compliance with applicable subscription-disclosure laws, including California's Automatic Renewal Law, the FTC's "Click-to-Cancel" rule (where in force), and the EU Omnibus Directive.

    7.5 Cancellation

    You may cancel Your subscription at any time: (a) through the cancellation flow available within the Platform Account self-service interface; or (b) by emailing info@followup.agency with a cancellation request from the email address associated with the Account.

    If You cancel before the end of the Trial, the Trial does not convert to a paid subscription and no Fees are charged. For paid subscriptions, cancellation is effective at the end of the then-current paid period (no pro-rata refund for the current period, except where required by Section 9). After cancellation: (c) Your Account moves to a read-only state for thirty (30) days, during which You may export Your Customer Data; (d) thereafter, the Account is deactivated, and Customer Data may be deleted in accordance with Section 11.

    We aim to make cancellation at least as easy as activation. If You believe that the cancellation flow is unclear or imposes undue friction, please contact info@followup.agency and We will assist.

    7.6 EU/UK Cooling-Off (14-Day Withdrawal Right)

    Where You are a consumer in the European Economic Area or the United Kingdom (a natural person acting outside Your trade, business, craft, or profession), You have a statutory right to withdraw from this Agreement, without giving any reason, within fourteen (14) days of the date Your paid subscription begins (the Trial conversion date, or the direct activation date), in accordance with the EU Consumer Rights Directive (2011/83/EU), the UK Consumer Contracts Regulations 2013, and equivalent Georgian consumer protection law.

    To exercise the withdrawal right, send an unambiguous statement to info@followup.agency within 14 days. We will refund the Fees You have paid, less any pro-rata charge for services You actually used during the withdrawal period, within 14 days of receiving Your withdrawal request.

    Important caveat for SaaS subscriptions. If You request that the Platform start to be performed during the 14-day withdrawal period, You acknowledge that You will lose the right to withdraw once the service has been fully performed, and You will be charged proportionally for service used up to the moment You exercise withdrawal. By starting to use the Platform during the 14-day period, You expressly request the start of performance.

    This Section 7.6 does not apply to Customers acting in a business capacity, and does not apply outside the EEA, UK, or Georgia.

    7.7 Custom Plan - Separate Implementation Contract

    The Custom plan (base 379 GEL/month plus modular add-ons) is offered for Customers requiring individualized implementation, custom automations, custom configurations, integrations, or training that exceed the scope of Our standard Starter and Premium offerings. The Custom plan:

    (a) is not activated through Our standard online signup flow; (b) is governed by a separate Custom Implementation Contract that We provide and that Customer signs in writing (electronic or wet-signed) before implementation begins; (c) carries a setup fee starting from 5,000 GEL, scoped per project, payable on a 50/50 basis (50% upon contract signing, 50% upon completion of implementation and training delivery), as further described in the Refund Policy Section 7.6; (d) does not include the 14-day Trial described in Section 7.1; (e) is otherwise governed by this MSA, the AUP, the DPA (where Personal Data is Processed), and any other applicable Schedule, supplemented by the Custom Implementation Contract on matters specific to the implementation engagement.

    In case of conflict between this MSA and the Custom Implementation Contract on a Custom plan-specific matter, the Custom Implementation Contract prevails.

    8. Fees, Payment, Taxes

    8.1 Fees

    Fees are stated and charged in Georgian Lari (GEL) for Customers contracting with the Georgian entity. Where Our future U.S. affiliate becomes the contracting party (per Section 1.1), Fees may be stated and charged in U.S. Dollars (USD). Fees for specific plans, modules, add-ons, communications surcharges, and other services are those displayed at checkout in Your Platform Account.

    8.2 Payment Processing - Flitt

    For Customers contracting with the Georgian entity, payments are processed by Flitt (operated by JSC TBC Bank or its affiliated entity), a PCI-DSS Level 1 certified payment service provider. Your card data is processed by Flitt in accordance with PCI-DSS standards and is not stored or accessed by Us. By providing payment details, You agree to Flitt's terms and acknowledge that Flitt - not Us - is the data controller for the payment processing transaction. We disclaim liability for Flitt's processing, save to the extent that loss is caused directly by Our act or omission.

    For Customers contracting with the future U.S. affiliate, payments will be processed by Stripe under Stripe's standard terms, with equivalent disclaimers.

    8.3 Communications Surcharges

    Where You use SMS, voice, MMS, RCS, WhatsApp, or other communications functionality, per-message or per-minute usage charges apply in addition to Your subscription Fees ("Communications Surcharges"). Communications Surcharges are passed through from the underlying carrier or messaging provider (typically Twilio / LeadConnector) and may include a small administrative margin from Us. Current rates are available in Your Platform Account and are subject to change with at least thirty (30) days' notice for material increases. Communications Surcharges are non-refundable once incurred.

    8.4 Taxes

    All Fees are stated exclusive of taxes. You are responsible for all applicable VAT, GST, sales tax, withholding tax, digital services tax, and other governmental assessments arising from Your subscription or Your use of the Platform, except for taxes on Our net income.

    For Customers in the European Union, a valid VAT identification number must be provided where the reverse charge mechanism is to apply. Failure to provide a valid VAT ID may result in VAT being added to Your invoice, and We are not obligated to refund VAT charged before You provided a valid VAT ID. Where We are required by law to collect tax (for example, VAT/GST on digital services to consumers, or sales tax in nexus states once Our U.S. affiliate is operational), We will add such tax to Your invoice.

    8.5 Pricing Changes

    We may change Fees for future Subscription Terms. Pricing changes:

    (a) will not affect a current paid Subscription Term that has already been billed; (b) will be communicated with at least thirty (30) days' prior notice for monthly subscriptions and at least sixty (60) days' prior notice for annual subscriptions; (c) may be rejected by You by cancelling Your subscription before the new pricing takes effect, in which case the cancellation takes effect at the end of the then-current paid period.

    We will not increase fixed Fees mid-cycle. We may, with shorter or no notice, pass through carrier-driven Communications Surcharge increases (because We have no control over them).

    8.6 Late Payments and Failed Charges

    If Your payment method is declined: (a) We will retry the charge over a period of seven (7) business days. (b) If still unsuccessful, We may suspend Your Account and, where the unpaid balance remains thirty (30) days past due, terminate it for non-payment. (c) You are responsible for all reasonable costs of collection, including reasonable third-party collection fees and attorneys' fees, where the unpaid balance is collected through legal process.

    8.7 Disputed Charges

    You must notify Us of disputed charges within thirty (30) days of the invoice date by emailing info@followup.agency. Failure to dispute within that period waives the right to dispute (subject to applicable consumer protection law).

    While a charge is in good-faith dispute, You must continue to pay all undisputed amounts. We will work with You in good faith to resolve the dispute.

    8.8 Markups by Reseller Customers

    Reseller Customers may mark up Fees passed through to End Users only as expressly permitted under the Reseller Addendum (Schedule D). Reseller Customers are solely responsible for: (i) all customer-facing pricing decisions; (ii) refunds and chargebacks involving End Users; (iii) collecting, reporting, and remitting any applicable taxes on resold services.

    9. Refunds

    We maintain a transparent, jurisdiction-aware refund approach. The applicable rule depends on Your status and location.

    9.1 General Rule - No Refunds

    Subject to Sections 9.2-9.5, all Fees are non-refundable, including subscription Fees, Communications Surcharges, setup fees (where applicable), add-on module fees, and pre-paid services. This applies whether or not You actually used the Platform during the paid period.

    9.2 EU/UK Consumers - 14-Day Withdrawal Right

    Consumers in the EEA and UK have the cooling-off rights set out in Section 7.6. We will not contractually waive these rights.

    9.3 Georgian Consumers - Statutory Rights

    Consumers in Georgia have the rights set out in the Law of Georgia on Protection of Consumer Rights (2022), including the 14-day withdrawal right for distance contracts. We will honor those rights consistent with Section 7.6.

    9.4 U.S. State Law

    For Customers in U.S. states with mandatory pro-rata refund laws (for example, where required under the California Automatic Renewal Law or applicable subscription cancellation statutes), We will provide the minimum refund required by applicable law on cancellation, unless You have expressly waived such right (where waiver is permitted).

    9.5 Goodwill Refunds

    Outside the above mandatory cases, We may, in Our sole discretion, grant goodwill refunds or service credits - for example, where a material Platform outage substantially deprives You of value. These are discretionary and not contractual entitlements.

    9.6 How to Request a Refund

    Refund requests must be sent to info@followup.agency within thirty (30) days of the charge in question. Approved refunds are issued to the original payment method within fourteen (14) days of approval.

    10. Intellectual Property

    10.1 Platform IP

    The Platform, including all software, code, design, user interfaces, documentation, branding, and underlying technology, is owned by Us and Our licensors (including HighLevel) and is protected by copyright, trademark, trade secret, and other intellectual property laws. Subject to Your compliance with this Agreement, We grant You only the limited license described in Section 2.1; no other rights are granted by implication, estoppel, or otherwise.

    10.2 FollowUP CRM Brand

    "FollowUP CRM", "FollowUP", and Our logos are trademarks of Sales Consulting Group LLC. You may not use them without Our prior written consent, except for factual references to Your use of the Platform (e.g., "We use FollowUP CRM").

    10.3 Customer Data - Ownership

    You retain all rights, title, and interest in and to Your Customer Data. We do not claim ownership of Customer Data.

    10.4 Customer Data - License to Operate

    You grant Us, and Our Sub-processors solely as necessary, a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, copy, modify (as technically necessary), and process Customer Data solely as necessary to provide and improve the Platform, comply with law, enforce this Agreement, and prevent fraud and abuse.

    10.5 No Use for AI Training Without Consent

    Notwithstanding Section 10.4, We do not, and do not authorize Sub-processors to, use Your Customer Data to train large language models or other AI models for general-purpose use, except where (i) such data has been irreversibly anonymized and aggregated such that it cannot be associated with You or any End User, or (ii) You have expressly opted in to a specific feature or program where such use is described.

    10.6 Aggregated and Anonymized Data

    We may generate, retain, and use aggregated and anonymized data derived from Platform usage (e.g., aggregate statistics on feature adoption, performance, error rates) for Our business purposes, including product improvement, benchmarking, and security. Such data does not identify You or any End User and is not Customer Data.

    10.7 Feedback

    If You provide Us with suggestions, ideas, feedback, or requests ("Feedback"), You grant Us a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate the Feedback into the Platform without obligation or compensation. You represent that Your Feedback does not infringe any third-party rights and is not Confidential Information of any third party.

    10.8 User-Submitted Content (Public Areas)

    If You publicly post content through the Platform (e.g., blog posts published via Our website builder, public marketing pages), You retain ownership but grant Us a non-exclusive license to host, display, and distribute it as necessary to operate the Platform.

    10.9 DMCA / Copyright Complaints

    If You believe content on the Platform infringes Your copyright, please send a DMCA-compliant takedown notice to info@followup.agency, including: (i) Your contact details and signature; (ii) identification of the copyrighted work and the allegedly infringing material; (iii) a good-faith statement that the use is unauthorized; and (iv) a statement, under penalty of perjury, that Your notice is accurate and that You are authorized to act. We may forward such notices upstream to HighLevel where appropriate. Counter-notices may be submitted in the same manner.

    10.10 Reseller Customer Branding

    Reseller Customers may apply their own branding (logos, color schemes, custom domain) to their Sub-Accounts under the limited white-label license set out in Schedule D. This does not transfer ownership of any Platform IP.

    11. Confidentiality, Data Protection, and Data Security

    11.1 Confidentiality

    Each party will: (a) protect the other's Confidential Information using at least the same degree of care it uses for its own confidential information of similar sensitivity (and no less than reasonable care); (b) use such Confidential Information only as necessary to perform under this Agreement; and (c) not disclose such Confidential Information to third parties except to its employees, agents, and contractors who need to know and who are bound by equivalent confidentiality obligations. The obligations in this Section survive termination for a period of three (3) years, except that obligations relating to trade secrets continue indefinitely as long as the information remains a trade secret.

    11.2 Data Protection

    Where We Process Personal Data on Your behalf, We do so as a Data Processor (and, where appropriate, sub-processor under HighLevel and others). The terms governing such Processing - including security, sub-processor management, international transfers, data subject rights, breach notification, and audit - are set out in the Data Processing Addendum (Schedule C), which forms an integral part of this Agreement and is automatically incorporated for all Customers Processing Personal Data of EU, UK, Georgian, or other relevantly-located End Users.

    For certain processing activities (e.g., billing, account administration, fraud prevention, security monitoring, aggregated analytics, compliance with law), We act as an independent Data Controller. The terms of such Controller processing are set out in Our Privacy Policy.

    11.3 Security Measures

    We implement technical and organizational security measures appropriate to the risk, including those flowing from HighLevel's certified security program (ISO 27001:2022, SOC 2 Type II, AES-256 at rest, TLS 1.2+ in transit, MFA, vulnerability management, third-party penetration testing, and incident response). Specific measures are detailed in the DPA Annex (Schedule C, Annex 2).

    11.4 Customer Responsibilities

    You are responsible for: (i) maintaining the confidentiality of Your login credentials; (ii) implementing 2FA; (iii) configuring access controls and permissions appropriately for Your Sub-Accounts and team members; (iv) Your own backups of critical Customer Data via the Platform's export functionality (in addition to any backups We maintain); (v) lawfully obtaining and managing End User consents; (vi) responding to data subject rights requests directed at You as Controller; and (vii) implementing Your own data retention and deletion policies for End User data.

    11.5 Data Breach Notification - From Us to You

    Where We become aware of a Personal Data breach affecting Customer Data for which You are the Controller, We will notify You without undue delay and in any event within forty-eight (48) hours of confirmation, with the information required by GDPR Article 33(3) to the extent then known, in accordance with the DPA.

    11.6 Data Breach Notification - From You to End Users

    You are responsible for any required notifications to End Users, regulators, and other affected parties under applicable law, including GDPR Article 34, Georgian data protection law, and U.S. state breach notification statutes. We will reasonably assist You.

    11.7 Data Retention and Export

    On termination of this Agreement, You have a thirty (30) day window to export Your Customer Data using the Platform's export functionality. Thereafter, We will delete or anonymize Customer Data in accordance with the DPA, except for data We are required to retain under law (e.g., for tax records, dispute resolution, or sanctions compliance).

    12. Affiliate Program

    We operate an Affiliate Program under which You may earn commissions for referring new paying Customers to FollowUP CRM. Current commission terms (which may be updated from time to time on the Affiliate Program landing page) include:

    • a fixed bonus of 500 GEL per successfully onboarded new Customer; and
    • a recurring 10% of the referred Customer's monthly subscription fee for twelve (12) months, subject to the Customer remaining in good standing.

    Your participation in the Affiliate Program is subject to: (i) Our acceptance of Your application; (ii) Your acceptance of the Affiliate Agreement (Schedule E), which contains the full terms (anti-spam, ethics, prohibited promotion methods, payout schedule, claw-back rights, tax obligations, independent contractor status, termination); and (iii) Your maintenance of a valid payout method.

    Commissions may be forfeited where: (a) the referred Customer cancels, charges back, or refunds within the first ninety (90) days; (b) We determine in good faith that the referral was obtained through prohibited means (spam, fraud, self-referral, brand-bidding violations, etc.); or (c) the affiliate participant is in breach of the Affiliate Agreement.

    Employees of FollowUP CRM are not eligible to participate.

    13. Reseller / White-Label Use

    If You use the Platform to provide branded services to Your own clients (acting as an agency, consultancy, or reseller), You are a Reseller Customer. The Reseller Addendum (Schedule D) applies to You and forms part of this Agreement. Schedule D addresses, among other things:

    • the limited white-label license;
    • minimum advertised price ("MAP") restrictions imposed upstream by HighLevel;
    • prohibitions on lifetime or one-time-fee resale;
    • mark-up rules for Communications Surcharges;
    • responsibilities for End User support, billing, and disputes;
    • Sub-Account transfer procedures;
    • restrictions on disparagement and on representing Yourself as part of HighLevel or FollowUP CRM beyond Your authorized role.

    In the event of conflict between this MSA and Schedule D with respect to reseller-specific matters, Schedule D controls.

    14. Disclaimers

    14.1 No Business Outcome Guarantee

    We make no representation, warranty, or guarantee that Your business will increase revenue, leads, conversions, or profitability as a result of using the Platform. Outcomes depend on Your strategy, execution, market, content, audience, offer, and many factors outside Our control.

    14.2 "AS IS"

    EXCEPT FOR THE EXPRESS WARRANTIES AND COMMITMENTS IN THIS AGREEMENT (INCLUDING THOSE IN THE DPA AND, WHERE APPLICABLE, THE SLA), THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

    WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE AGAINST EVERY POSSIBLE ATTACK, OR FREE FROM VIRUSES OR HARMFUL COMPONENTS.

    14.3 Internet and Carrier Networks

    The internet and telecommunications networks are inherently unreliable. We are not responsible for: (a) loss, modification, or interception of data in transit; (b) outages, throttling, or filtering by upstream carriers, ISPs, or messaging platforms (including Twilio, Meta, Google, Apple, mobile carriers); or (c) Your inability to deliver communications due to recipient blocking, spam filtering, or carrier-level rejection.

    14.4 Third-Party Services

    The Platform may integrate with third-party services. We are not responsible for the operation, accuracy, or availability of any third-party service. Your use of any third-party service is governed by Your agreement with that third party.

    14.5 No Professional Advice

    Nothing in the Platform - including AI-generated content, templates, snapshots, blog posts, sales scripts, or auto-generated documents - constitutes legal, tax, financial, medical, or other professional advice. You must consult qualified professionals.

    14.6 Mandatory Statutory Rights

    Nothing in this Section 14 limits or excludes any warranty, condition, right, or remedy that cannot be limited or excluded under applicable law. In some jurisdictions, certain disclaimers are not enforceable; in those jurisdictions, the disclaimers in this Section 14 apply to the maximum extent permitted by law.

    15. Limitation of Liability

    15.1 General Cap

    EXCEPT FOR EXCLUDED LIABILITIES (SECTION 15.3), THE TOTAL AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER THEORY, IS LIMITED TO THE GREATER OF:

    (a) the amount of Fees paid or payable by You to Us during the twelve (12) months immediately preceding the event giving rise to the liability; or

    (b) one thousand U.S. Dollars (USD 1,000) (or the GEL equivalent at the time of claim) for Customers on free Trials or where less than 12 months of Fees have been paid.

    15.2 No Indirect Damages

    EXCEPT FOR EXCLUDED LIABILITIES (SECTION 15.3), NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, LOSS OF DATA (BEYOND THE COST OF RESTORATION FROM AVAILABLE BACKUPS), OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    15.3 Excluded Liabilities

    The caps and exclusions in Sections 15.1 and 15.2 do not apply to:

    (a) Your obligation to pay Fees; (b) Your indemnification obligations under Section 16; (c) Either party's liability for fraud, intentional misconduct, or gross negligence; (d) Either party's breach of confidentiality obligations involving the other party's trade secrets; (e) Liability for death, personal injury, or fraudulent misrepresentation, where such liability cannot be limited under applicable law; (f) Either party's breach of intellectual property rights; (g) Liability that cannot, by law, be limited or excluded (including under EU/UK consumer protection law, Georgian consumer protection law, and certain U.S. state laws).

    15.4 Allocation of Risk

    The parties agree that the limitations in this Section 15 reflect a reasonable and bargained-for allocation of risk and form an essential basis of this Agreement; without these limitations, We would not be able to offer the Platform at the Fees charged.

    15.5 Mitigation

    Each party will use commercially reasonable efforts to mitigate its damages.

    16. Indemnification

    16.1 Indemnification by You

    You will defend, indemnify, and hold harmless FollowUP CRM, its affiliates, and its and their respective directors, officers, employees, agents, and Sub-processors (including HighLevel) (each an "Indemnified Party") from and against any third-party claim, demand, action, investigation, or proceeding ("Claim"), and any related damages, losses, costs, fines, penalties, settlements, and reasonable attorneys' fees, arising out of or related to:

    (a) Your or Your End Users' breach of this Agreement (including the AUP, DPA, Reseller Addendum, Affiliate Agreement, or AI Terms); (b) Your or Your End Users' violation of applicable law (including communications, privacy, consumer protection, healthcare, financial, advertising, or AI laws); (c) Your Customer Data, including any claim that Your Customer Data infringes third-party intellectual property, privacy, or publicity rights; (d) the content, accuracy, or legality of communications You send through the Platform; (e) disputes between You and Your End Users, employees, contractors, agents, customers, or other Reseller Customer-side parties; (f) Your tax obligations and any resulting government enforcement; (g) Your alleged or actual misuse of AI features (including any infringement claim arising from AI output that You used); (h) Your handling of Protected Health Information (PHI) outside the scope of any BAA executed with Us, or in violation of any BAA; and (i) Your participation in the Affiliate Program (including any spam, brand-bidding, or fraud claims arising from Your promotional activities).

    16.2 Indemnification by Us - IP Infringement

    We will defend You against any third-party Claim alleging that the Platform itself, as provided by Us and used by You in accordance with this Agreement, directly infringes a third-party patent, copyright, trademark, or trade secret enforceable in Your jurisdiction, and We will pay damages and reasonable attorneys' fees finally awarded against You by a court or settlement We approve.

    This indemnity does not apply where the Claim arises from: (i) Customer Data; (ii) Your modifications to the Platform; (iii) Your combination of the Platform with non-Platform services or content; (iv) Your continued use of the Platform after We notify You of an alleged infringement and provide a non-infringing alternative; (v) Beta Features; (vi) third-party services accessed through the Platform; or (vii) Your breach of this Agreement.

    If a Claim under this Section 16.2 arises, We may, at Our option: (a) procure for You the right to continue using the Platform; (b) modify or replace the affected component to make it non-infringing; or (c) terminate the affected portion of the Platform and refund a pro-rata portion of prepaid unused Fees. The remedies in this Section 16.2 are Our sole and exclusive liability for IP infringement Claims.

    16.3 Indemnification Procedure

    The indemnified party must: (a) promptly notify the indemnifying party in writing of any Claim (delay does not excuse the indemnifying party except to the extent it is actually prejudiced); (b) give the indemnifying party sole control of the defense and settlement (provided that no settlement adverse to the indemnified party may be entered without consent, not unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party's expense.

    17. Term, Suspension, and Termination

    17.1 Term

    This Agreement begins on Your acceptance and continues until terminated as set out below.

    17.2 Termination for Convenience

    (a) By You: at any time, by cancelling Your subscription per Section 7.5. Termination is effective at the end of the then-current paid period. (b) By Us: on at least thirty (30) days' prior written notice (sixty (60) days for annual subscribers), with a pro-rata refund of unused prepaid Fees for the post-termination portion of the period.

    17.3 Termination for Cause

    Either party may terminate this Agreement immediately on written notice if the other party:

    (a) materially breaches this Agreement and (where the breach is curable) fails to cure within thirty (30) days of written notice; (b) becomes insolvent, files for bankruptcy or analogous protection, or has a receiver, trustee, or similar appointee appointed; or (c) ceases to do business.

    17.4 Suspension

    We may suspend, rather than terminate, Your Account (or specific functionality, such as communications) immediately and without prior notice where:

    (a) there is an actual or reasonably suspected security threat or fraud; (b) there is an actual or reasonably suspected violation of Section 6 (communications compliance) or the AUP that poses risk to Us, HighLevel, carriers, or End Users; (c) payment is overdue per Section 8.6; (d) required by law, court order, or competent regulator; (e) an upstream provider (notably HighLevel or a carrier) demands or imposes the suspension; (f) a disputed Account ownership matter under Section 3.2 is unresolved.

    We will give notice (which may be after the fact) and a reasonable opportunity to cure where appropriate. Suspension does not waive Your obligation to pay Fees.

    17.5 Effect of Termination

    On termination:

    (a) Your right to use the Platform ceases immediately (or at the end of the paid period, where termination is for convenience by You); (b) outstanding Fees become immediately payable; (c) You have a thirty (30) day window to export Customer Data; (d) thereafter, We will delete or anonymize Customer Data per the DPA, except as We are required to retain; (e) any phone numbers procured through the Platform on Your behalf will be released within fourteen (14) days, except numbers ported in by You or Your End Users, which may be ported out per Section 17.6; (f) any wallet balance must be requested for refund within thirty (30) days; otherwise, it will be forfeited; (g) Sections that by their nature should survive termination - including IP, Confidentiality, DPA obligations as to retained data, Indemnification, Limitation of Liability, Disputes, and Survival - survive.

    17.6 Phone Number Portability

    Where You ported a phone number into the Platform, You may port it out within fourteen (14) days of termination. We will reasonably cooperate with the receiving carrier. Numbers procured through the Platform (rather than ported in) are released and may not be portable.

    17.7 Inactive Accounts

    We may delete Accounts that have been inactive (no login or paid subscription) for ninety (90) days or more, on prior email notice. Reactivation may not restore deleted Customer Data.

    18. Governing Law, Disputes, Arbitration, and Class Action Waiver

    Important. This Section is one of the most important in this Agreement. It sets out how disputes between You and Us are resolved, and varies depending on where You are located. Please read it carefully. Defined terms below have the meanings given in this Section.

    18.1 Informal Resolution First

    Before filing arbitration or court proceedings, the disputing party must send a written Notice of Dispute to the other (to info@followup.agency for Us) describing the dispute and the relief sought. The parties will attempt good-faith negotiation for thirty (30) days. Only if that period expires without resolution may formal proceedings begin.

    18.2 Governing Law

    (a) For Customers domiciled in the Republic of Georgia: the laws of Georgia govern this Agreement, without giving effect to conflict-of-laws principles.

    (b) For Customers domiciled in the European Economic Area or the United Kingdom: the laws of Georgia govern this Agreement, except that this choice does not deprive a consumer of the protection of mandatory provisions of the law of the country of their habitual residence (per Rome I Regulation Art. 6 and equivalent UK law).

    (c) For Customers domiciled in the United States: the laws of the State of Texas govern this Agreement, except where this choice would deprive a consumer of mandatory protections of the law of their state of residence.

    (d) For Customers domiciled elsewhere: the laws of Georgia govern, except that mandatory consumer protections of Your jurisdiction continue to apply.

    The United Nations Convention on Contracts for the International Sale of Goods does not apply.

    18.3 Arbitration and Forum

    (a) Customers in Georgia: Any dispute will be finally resolved by arbitration administered by the Tbilisi International Arbitration Centre (TIAC) in accordance with TIAC Rules. Seat: Tbilisi, Georgia. Language: Georgian or English (claimant's choice). Sole arbitrator.

    (b) Customers in the EEA / UK: Any dispute will be finally resolved by arbitration administered by the International Chamber of Commerce (ICC) in accordance with ICC Rules. Seat: Vienna, Austria. Language: English. Sole arbitrator.

    (c) Customers in the U.S.: Any dispute will be finally resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and, where applicable, its Consumer Arbitration Rules. Seat: Dallas, Texas (for back-to-back alignment with HighLevel) or, at the Customer's election, any U.S. state of the Customer's residence. Language: English. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this arbitration provision.

    (d) Customers elsewhere: Any dispute will be finally resolved by arbitration administered by the ICC under ICC Rules. Seat: Geneva, Switzerland. Language: English. Sole arbitrator.

    18.4 Class Action and Collective Action Waiver

    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, You and We agree that disputes will be resolved on an individual basis only, and not as a class, collective, mass, or representative action. The arbitrator may not consolidate claims of more than one Customer or preside over any class proceeding.

    This waiver does not apply where: (a) the law applicable to You (including EU Directive 2020/1828 on representative actions) does not permit such waiver; or (b) a court of competent jurisdiction holds the waiver unenforceable as to a particular claim, in which case that claim is severed and resolved in court, while the rest of the dispute remains in arbitration.

    18.5 Carve-Outs From Arbitration

    Notwithstanding the above, either party may seek the following in a court of competent jurisdiction in the seat above without first arbitrating:

    (a) Injunctive or equitable relief to protect intellectual property, Confidential Information, or to enforce a non-compete or non-solicitation clause where applicable; (b) Small claims within the jurisdictional limit of the relevant small claims court (where consumer); (c) Filings necessary to interrupt limitation/prescription periods.

    18.6 Limitation Period

    Any claim arising out of or related to this Agreement must be brought within the shorter of (a) two (2) years after the claim accrued, and (b) the period required by mandatory applicable law (which, in some jurisdictions, may be longer and prevails over this Section). For Georgian-law claims, the statutory three-year period under Article 129 of the Georgian Civil Code prevails to the extent it is mandatory.

    18.7 Costs

    Each party bears its own attorneys' fees, except that the arbitrator (or court, in carve-out cases) may award fees and costs to the prevailing party where permitted by law and where the losing party's claim or defense was frivolous or asserted in bad faith.

    18.8 Confidentiality of Proceedings

    Arbitration proceedings, awards, and related materials are confidential, except where disclosure is required by law or to enforce an award.

    19. Consumer-Customer Special Provisions

    This Section applies only to Customers who are natural persons subscribing for non-business purposes (genuine consumers). The Platform is intended for business use, but to the extent We accept consumer subscriptions:

    (a) Mandatory consumer-protection rights of Your jurisdiction prevail over any conflicting provision of this Agreement. (b) Refund rights set out in Sections 7.6 and 9.2-9.3 apply in full. (c) Limitation of liability provisions in Section 15 apply only to the extent permitted under consumer law of Your jurisdiction. (d) The class action waiver (Section 18.4) does not apply where it is unenforceable under consumer law. (e) You may bring claims in the courts of Your habitual residence where mandatory consumer-jurisdiction rules so provide.

    20. General Provisions

    20.1 Entire Agreement

    This Agreement, together with all incorporated Schedules (Privacy Policy, AUP, DPA, Reseller Addendum, Affiliate Agreement, SLA where applicable, AI Terms), constitutes the entire agreement between the parties regarding the Platform and supersedes all prior or contemporaneous understandings. Any conflict between this MSA and a Schedule is resolved in favor of the MSA, except as expressly stated otherwise in a particular Schedule (e.g., Reseller-specific matters in Schedule D).

    20.2 Amendments

    We may amend this Agreement from time to time. For material adverse amendments, We will provide at least thirty (30) days' prior notice by email or in-product notification. Continued use after the effective date constitutes acceptance. If You do not accept, You may cancel under Section 7.5 before the effective date and receive a pro-rata refund for the unused portion of any prepaid period.

    For non-material amendments (clarifications, typographical corrections, addition of new features that do not reduce Your existing rights, security updates), We may amend without prior notice by posting the updated Agreement.

    20.3 Notices

    Notices to Us must be sent to info@followup.agency with a copy to Sales Consulting Group LLC, Bakhtrioni 11, Tbilisi, Georgia. Notices to You will be sent to the email address associated with Your Account or via in-product notification, and are deemed received on the date of transmission (subject to bounce / non-delivery indications).

    20.4 Assignment

    (a) You may not assign this Agreement, in whole or in part, without Our prior written consent (not to be unreasonably withheld). Any attempted assignment without consent is void.

    (b) We may assign this Agreement, in whole or in part: (i) to an Affiliate; (ii) in connection with a merger, acquisition, sale of assets, change of control, or corporate reorganization; or (iii) to Our future U.S. affiliate (per Section 1.1). For assignments under (ii) and (iii), We will provide prior notice.

    20.5 Force Majeure

    Neither party is liable for delay or failure caused by events outside its reasonable control, including: natural disasters, war, terrorism, civil unrest, pandemic, government action, internet or telecommunications outages, cyberattack (including attacks on Sub-processors), labor disputes, embargoes, and acts of upstream platform providers. The affected party will give prompt notice and use reasonable efforts to resume performance.

    20.6 Independent Contractors

    The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship.

    20.7 No Third-Party Beneficiaries

    This Agreement does not confer any rights on third parties, except: (a) Our Sub-processors (including HighLevel) are intended third-party beneficiaries of provisions specifically protecting them (Sections 4, 6, 16); (b) End Users are not third-party beneficiaries.

    20.8 Severability

    If any provision is held invalid or unenforceable, the rest of this Agreement remains in full force, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

    20.9 Waiver

    A waiver by either party of any breach is effective only in writing and only as to the specific breach. No waiver constitutes a waiver of any other or future breach.

    20.10 Headings

    Headings are for convenience only and do not affect interpretation.

    20.11 Construction

    The word "including" means "including without limitation". References to a statute or regulation include amendments and successor provisions. Singular includes plural and vice versa. References to "days" are calendar days unless stated otherwise.

    20.12 Language

    This Agreement is executed in English. A Georgian translation may be provided for informational purposes; in case of any conflict between the English and Georgian versions, the English version prevails, except where mandatory Georgian consumer-protection law requires otherwise.

    20.13 Survival

    Sections that by their nature should survive - including, without limitation, Sections 4 (back-to-back), 6 (communications obligations as to past communications), 8 (payment of accrued Fees), 9 (refunds), 10 (IP), 11 (confidentiality, DPA obligations as to retained data), 14 (disclaimers), 15 (limitation of liability), 16 (indemnification), 17.5 (effect of termination), 18 (disputes), 19 (consumer provisions), and 20 (general provisions) - survive termination.

    20.14 Counterparts and Electronic Signature

    Where this Agreement is executed by signature (rather than click-acceptance), it may be signed in counterparts, including electronically. Electronic signatures and click-acceptance are valid and binding under the Georgian Law on Electronic Document and Electronic Trust Services, eIDAS Regulation (EU) 910/2014, the U.S. ESIGN Act, the UK Electronic Communications Act 2000, and equivalent laws.

    20.15 Contact

    Sales Consulting Group LLC Operating brand: FollowUP CRM Bakhtrioni 11, Tbilisi, Georgia Company ID: 405727254

    Schedules to this Agreement

    The following Schedules form an integral part of this Agreement:

    • Schedule A - Definitions (extended)
    • Schedule B - Acceptable Use Policy (AUP)
    • Schedule C - Data Processing Addendum (DPA)
    • Schedule D - Reseller Addendum
    • Schedule E - Affiliate Agreement
    • Schedule F - Service Level Agreement (premium tiers only)
    • Schedule G - AI-Specific Terms (EU AI Act compliance)

    End of Master Subscription Agreement v2.0

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