Terms of Service

Acceptance of Terms

This Terms of Service (“Terms”) is a binding agreement between Old Post Road LLC d/b/a Bright Wave Distribution (the “Agency”, “we”, or “us”) and you, the client (“Client” or “you”). The Agency is a New York State–based company offering fully managed email marketing services. By checking the box during signup or otherwise electronically indicating acceptance, you acknowledge that you have read and agree to these Terms. If you do not agree, do not use the Agency’s services.

Scope of Services

The Agency will provide fully managed email marketing services to you as agreed. Core services include, but are not limited to:
• Lead List Building: Researching and compiling targeted lists of prospective contacts that fit your ideal customer profile.
• Email Copywriting: Writing and developing email content and sequences tailored to your business offerings, including subject lines and body text.
• Campaign Setup & Sending: Setting up email campaigns using our systems and sending emails on your behalf, managing scheduling, send volume, and inbox warm‑up as needed.
• Booking Meetings/Calls: Handling responses from leads and scheduling or booking calls/meetings with interested prospects directly on your calendar (or via your designated scheduling system).

The Agency will perform these services in a fully managed manner, meaning we handle day‑to‑day execution of the campaigns on your behalf. Our responsibility is to generate interest and book initial sales calls for you; however, we do not guarantee any specific business results beyond booking meetings. You are responsible for conducting the calls and any follow‑up after a meeting is booked.

Client Approvals and Responsibilities

Clear communication and approval from you are critical to a successful campaign. You agree to review and approve all key elements before emails are sent. This includes:
• Lead Lists: You must review and approve the prospective leads (including contact details) we intend to target before outreach begins.
• Email Content: You must review and approve all email copy and templates in writing before launch.
• Accuracy of Information: You confirm that all information you provide is truthful and accurate. The Agency is not liable for false, misleading, or unlawful claims based on your information.
• Compliance and Lawful Use: You are ultimately responsible for ensuring the campaign complies with all applicable laws and regulations, including anti‑spam laws (e.g., CAN‑SPAM, CASL, GDPR). You must not ask the Agency to send content or use a lead list that would violate any laws.

Timely feedback is important—you agree to respond promptly to approval requests. Delays may impact timelines, and the Agency is not liable for such delays.

Third‑Party Software and Tools Disclaimer

We use third‑party platforms such as Smartlead.ai and Instantly.ai to manage and send campaigns. These platforms are not under our direct control. Accordingly, the Agency is not liable for downtime, glitches, or delivery failures caused by these third‑party services. We will make commercially reasonable efforts to monitor tools and work with their support teams to resolve issues, but we do not guarantee continuous, error‑free operation of any third‑party software.

Email Deliverability, Spam Compliance, and Reputational Risks

Email marketing campaigns inherently carry risks related to deliverability and reputation:
• Spam Complaints: Some recipients may mark emails as spam or lodge complaints, potentially affecting sender reputation.
• Blacklisting and Deliverability: Email providers may block sending domains or IP addresses perceived as high‑risk.
• Reputational Damage: Unwanted emails may harm your brand if recipients view the outreach negatively.

We follow industry best practices—warming sender accounts, spacing send volume, personalizing messages, honoring unsubscribe requests, and including required business information. However, we cannot guarantee that spam filters will not flag emails or that recipients will not complain. By agreeing to these Terms, you acknowledge these risks and agree that the Agency is not liable for consequences arising from spam complaints, blacklisting, or damage to your email/domain reputation.

You are ultimately responsible for compliance with all applicable regulations. We recommend using a dedicated email address or sending domain for outreach to safeguard your primary domain’s reputation.

Initial Term and Commitment

Each new Client agrees to an initial commitment of three (3) consecutive months (the “Initial Term”), beginning on the Effective Date of this Agreement. Service fees for the Initial Term are invoiced and payable on a monthly basis in advance. The Initial Term provides us adequate runway to complete technical setup, refine campaign strategy, and execute multiple iterations necessary to achieve the outcomes outlined in the Statement of Work. Because measurable results often materialize after several optimization cycles, early cancellation during this period would frustrate the purpose of the engagement. Upon successful completion of the Initial Term, the Agreement will automatically convert to a month‑to‑month retainer (“Renewal Term”). During the Renewal Term, either party may terminate the Agreement for any reason by providing at least thirty (30) days’ written notice. Services will continue, and all fees will remain payable, through the end of the notice period. If Client elects to terminate this Agreement during the Initial Term for any reason other than Bright Wave’s material breach that remains uncured for thirty (30) days after written notice, Client agrees to pay, within ten (10) days of such termination, all remaining fees that would have become due through the end of the Initial Term. All fees paid or payable for the Initial Term are non‑refundable and will not be prorated in the event of early termination.

Fees and Payment

The service is provided on a subscription basis with a monthly service fee as agreed. Fees are charged on a monthly cycle in advance unless otherwise specified. Payment must be made on time to maintain active services. Failure to pay may result in suspension or termination of services. All fees are non‑refundable except as expressly provided in the Refund Policy or as otherwise required by law.

Refund Policy (Performance Guarantee)

If we do not achieve a minimum of ten (10) booked calls within the first three (3) months of your campaign (starting from the date the first campaign emails are sent), we will refund the service fees for months 2 and 3, provided you are in good standing and have made all payments on time. This guarantee applies only to the initial three‑month engagement and does not reset for subsequent periods.

Disclaimer of Warranties

Except for the explicit performance guarantee above, the Agency provides all services “as is” and “as available” without any other warranties, express or implied. We do not guarantee specific business outcomes, uninterrupted service, or error‑free operation.

Limitation of Liability

To the maximum extent permitted by law, the Agency will not be liable for any indirect, incidental, special, or consequential damages. The total cumulative liability of the Agency to you will not exceed the total amount of fees you have paid to the Agency.

Indemnification

You agree to indemnify and hold harmless the Agency and its affiliates from any third‑party claims arising from:
• Content you provided or approved;
• Allegations that the campaign violated laws or regulations;
• Issues related to your products or services promoted via the emails;
• Your breach of these Terms.

Governing Law and Jurisdiction

These Terms are governed by the laws of the State of New York. Any legal action shall be brought in the state or federal courts located in New York, and both parties consent to the jurisdiction of such courts.

Entire Agreement and Acceptance

These Terms (together with any order or contract that references them) constitute the entire agreement between you and the Agency regarding the services and supersede all prior agreements. By checking the acceptance box or using the services, you acknowledge that you understand and agree to be bound by these Terms.

Thank you for choosing Old Post Road LLC d/b/a Bright Wave Distribution. We look forward to helping you generate new leads and appointments through our email marketing campaigns. If you have any questions, please contact us before accepting these Terms.

Updated | Effective Date: June 2nd 2025