Version 2026-07-22 · Effective Jul 22, 2026

Live Agent Pro Terms of Service

Effective Date: July 22, 2026 Last Updated: July 22, 2026

1. Introduction and Acceptance

These Terms of Service ("Terms") form a binding contract between the talent agency subscribing to the Service ("you," "your," "Agency") and Pelton Solutions LLC d/b/a Live Agent Pro, a Michigan limited liability company ("Live Agent Pro," "we," "us," "our"). The Terms govern your access to and use of the Live Agent Pro website, software-as-a-service platform, the Host Portal, the Mobile App, messaging features, points and rewards features, and any related products or services we offer (collectively, the "Service").

By creating an Account, accessing the Service, or clicking "I agree" (or similar) when prompted, you accept these Terms in full. If you do not agree to these Terms, do not use the Service.

The Service is offered to businesses. The person who accepts these Terms represents that they have authority to bind the Agency on whose behalf they act, and "you" refers to that Agency. Every User who accesses the Service does so under the Agency's Account, and the Agency is responsible for their compliance with these Terms.

We publish additional policies — including an Acceptable Use Policy, a Privacy Policy, a list of sub-processors, Host Terms, and a Host Privacy Notice. Those policies are incorporated into and form part of these Terms. Our DMCA notice-and-takedown procedure is set out in Section 13.2 of these Terms. See our Acceptable Use Policy, Privacy Policy, and Sub-processors list.

2. Definitions

For purposes of these Terms:

"Account" means the Agency account created to access the Service.

"Agency" means the talent agency (or other business) that subscribes to the Service and is the contracting party under these Terms.

"Agency Credentials" means third-party credentials, tokens, or API keys that the Agency supplies to the Service and authorizes us to use on its behalf, including a Meta WhatsApp Business access token and phone number ID, per-Host TikTok OAuth tokens, and email-provider API keys or SMTP credentials.

"Agency Data" means any data, text, images, files, message content, templates, custom-field values, or other material that the Agency or its Users upload to, create on, import into, or transmit through the Service, including all Host Data.

"Connected Platform" means a third-party platform the Agency connects to the Service using Agency Credentials, including Meta (WhatsApp Cloud API), TikTok (Open API), and the Agency's chosen email provider.

"Host" (also called a "Contact") means a live-streaming creator or other talent whose records the Agency manages through the Service. Hosts are not the customer under these Terms; they are individuals whose personal data the Agency uploads and who may also access the Service directly through the Host Portal and the Mobile App.

"Host Data" means Agency Data that relates to an identified or identifiable Host, including name, contact details, date of birth, gender, social-media identifiers, CPF (Brazilian taxpayer ID), PIX keys, payout address, performance statistics, earnings and statement data, message content, photos, and custom-field values.

"Host Portal" means the web portal we operate through which a Host can log in to view their dashboard, statements, statistics, events, leaderboard rankings, messages, and photos.

"Host Terms" means the separate Host Terms and Host Privacy Notice that govern a Host's own use of the Host Portal and the Mobile App.

"Mobile App" means the Live Agent Pro mobile application for Hosts, distributed through the Apple App Store and Google Play.

"Points" means the loyalty points (labeled "Sparks" by default, or such other label as the Agency configures) that the Agency may award to Hosts through the Service.

"Subscription" means a recurring paid plan that gives the Agency access to the Service.

"User" means an individual member of the Agency's staff (for example, an administrator, manager, or recruiter) whom the Agency authorizes to access the Service under its Account.

3. Eligibility

The Service is offered only to businesses and business users. To subscribe, you must be a legally formed business or an individual acting for business purposes, with a valid billing address in the United States or Brazil, and each person who registers or administers an Account must be at least 18 years old. The Service is not directed to and may not be used by minors. By using the Service you represent that you meet these requirements.

The Service is not offered to customers in the European Economic Area, the United Kingdom, or Switzerland. We may, in our sole discretion, decline to provide the Service to any person or entity, and we may suspend Accounts that we determine were created in violation of this section.

You also represent that you are not (a) located in a country that is subject to a U.S. Government embargo or that has been designated as a "terrorist supporting" country, or (b) listed on any U.S. Government list of prohibited or restricted parties.

4. Account Registration, Users, and Security

To access most parts of the Service, you must create an Account. You agree to:

• provide accurate, current, and complete information during registration and to keep that information updated;
• maintain the confidentiality of all login credentials, session tokens, and API tokens associated with your Account;
• promptly notify us of any actual or suspected unauthorized access to or use of your Account; and
• accept responsibility for all activity that occurs under your Account, whether performed by you, your Users, or anyone using credentials issued under your Account.

Users. You may invite Users up to the team limit of your plan. You are responsible for provisioning and de-provisioning User access (including promptly removing departed staff), for the acts and omissions of your Users, and for ensuring that each User complies with these Terms and the Acceptable Use Policy. You agree to impose obligations on your Users that are no less protective than those in these Terms and the Acceptable Use Policy.

Security features. The Service supports two-factor authentication (TOTP with recovery codes) and passkeys for staff Users. We recommend that you require them for all Users. We may require additional identity verification at any time.

We may, but are not obligated to, monitor or investigate any Account.

5. Subscriptions, Fees, and Billing

5.1 Plans and Fees

The Service is offered on a recurring Subscription basis. Current Subscription plans, features, prices, and plan limits — including the number of Hosts/Contacts, the number of Users, and the storage each plan includes — are described on our website or in your Account. Certain features (for example, sub-agencies, bulk WhatsApp campaigns, and white-label custom domains) are available only on specific plans, as disclosed at the time you select a plan. We may enforce plan limits technically, and we may require you to upgrade if your usage exceeds your plan's limits.

5.2 Payment Processor

Payments are processed by Stripe. When you provide payment details, those details are collected and stored by Stripe under its own terms and security (PCI) standards. Live Agent Pro does not receive or store your full card number; we retain only limited billing metadata (such as card brand and last four digits) and Stripe identifiers needed to manage your Subscription. You authorize Live Agent Pro and Stripe to charge the payment method on file for all applicable fees, including recurring Subscription fees, taxes, and any other charges you incur. All fees are in U.S. dollars unless otherwise stated and are exclusive of applicable taxes, which you are responsible for paying.

If a charge fails, we may retry the charge, suspend or downgrade the Service, and/or terminate your Account in accordance with Section 17 (Suspension and Termination).

5.3 Free Trials

We may offer a free trial through Stripe Checkout. A valid payment method is collected when the trial starts, and the first charge occurs automatically at the end of the trial period unless you cancel before the trial ends. Trial terms (length and the plan that begins afterward) are disclosed at checkout.

One trial per person. Trials are limited to one per person and per business. An email address that has already administered an Account that received a trial is not eligible for another trial and will be directed straight to a paid Subscription. We may deny, shorten, or revoke a trial where we reasonably believe this rule is being circumvented.

5.4 Auto-Renewal

Subscriptions renew automatically at the end of each billing period at the then-current price for that plan, unless you cancel before the renewal date. Before you subscribe, we disclose the automatic-renewal terms (what renews, the recurring price, and the billing interval) in Stripe Checkout, obtain your consent to them, and send you a confirmation that restates these terms and how to cancel.

You can cancel auto-renewal at any time from your Account settings or the billing portal, using the same online method you used to sign up — no phone call or email is required. Cancellation takes effect at the end of the current paid period; you keep access until then, and no further charges are made after you cancel. See Section 5.6 regarding refunds.

5.5 Price Changes

We may change Subscription prices from time to time. For any increase to your recurring renewal price, we will give you clear and conspicuous advance notice — no less than seven (7) and no more than thirty (30) days before the change takes effect — including how to cancel (by email and/or in-product notice). Your continued use of the Service after the effective date of the price change constitutes acceptance of the new price. If you do not agree, you may cancel before the change takes effect.

5.6 Refunds

Except where required by applicable law, all fees are non-refundable. We do not provide refunds or credits for partial Subscription periods, unused plan capacity, unused features, or downgrades.

5.7 Disputed Charges

If you believe a charge is incorrect, you must contact us within sixty (60) days of the charge. We will work in good faith to resolve any errors. You agree not to initiate a chargeback or payment dispute without first contacting us to attempt resolution.

6. The Service; License; Availability

6.1 License

Subject to your compliance with these Terms and payment of applicable fees, Live Agent Pro grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during your active Subscription, solely for your internal business purposes of recruiting, onboarding, managing, communicating with, and compensating your Hosts.

6.2 Application Forms and Public Surfaces

The Service lets you publish public application forms through which prospective Hosts submit personal information directly to your Account. You are the party collecting that information; you are responsible for the questions you ask, for the lawfulness of the data you collect (including any custom fields you define), and for handling submissions — including rejected applications — in compliance with applicable law and your own privacy notices.

Certain assets generated through the Service and intended for sharing — including generated profile photos — are served from publicly accessible storage and can be retrieved by anyone with the URL. Do not use those features for content you need to keep confidential.

6.3 No Guaranteed Backups

We may, but are not required to, maintain backups of Agency Data. You are solely responsible for maintaining your own backups and exports. The Service provides a contacts CSV export at all times (see Section 17.3), and we will make a fuller export of your Agency Data available on reasonable request.

6.4 Service Availability

We strive to keep the Service available 24/7 but do not guarantee uninterrupted operation. The Service may be unavailable from time to time due to scheduled maintenance, emergency maintenance, third-party service disruptions (including our infrastructure providers and the Connected Platforms), force majeure events, or other causes. Unless we expressly offer a service-level agreement in writing, you are not entitled to credits or refunds for downtime.

6.5 Modifications

We may add, remove, or change features of the Service at any time. We will make reasonable efforts to give advance notice of material changes that we believe would adversely affect existing Agencies.

7. Hosts and the Host Relationship

This Section 7 governs your relationship with your Hosts as it relates to the Service. Please read it carefully — Hosts are both records in your Account and real people with their own logins, their own legal rights in their personal data, and their own terms with us.

7.1 Hosts Are Your Data Subjects; You Are the Controller

As between you and Live Agent Pro, you own the relationship with your Hosts. You decide what Host Data to collect and upload, what messages to send, what compensation and Points to award, and when a Host is onboarded or offboarded. For all Host Data, you act as the data controller and Live Agent Pro acts as your processor / service provider, as further described in Section 14 and the Data Processing Addendum.

7.2 Age of Hosts

You represent and warrant that every Host you onboard to, or manage through, the Service is at least 18 years old. You may not use the Service to recruit, manage, message, or maintain records about anyone under 18. If we become aware that a Host is under 18, we may remove the Host's records and portal access without notice, and repeated violations are grounds for termination.

7.3 Your Rights and Consents in Host Data

You represent and warrant that, for every Host and every item of Host Data you upload to or collect through the Service:

• you have all rights, permissions, consents, and lawful bases required to collect the Host Data, upload it to the Service, and have us process it on your behalf — including sensitive and government-issued identifiers such as CPF, PIX keys, date of birth, payout addresses, and earnings and performance data;
• you have provided the Host with any privacy notice required by applicable law (including the LGPD for Hosts in Brazil and applicable U.S. state privacy laws), and Section 11.2 where you white-label the Service;
• you have all consents or other lawful bases required to send the Host messages through the Service (see Section 9); and
• you will honor Hosts' legal rights in their personal data — including access, correction, and deletion requests — and will use the Service's tools (or contact us) to give effect to them.

Erasing one Host. The Service erases an individual Host by anonymizing them: identity, contact, payout-identifier, note, message, and photo data are removed or irreversibly redacted, while the financial record — statements, payout amounts and dates, commission, and points-ledger entries — is retained in de-identified form so you can meet your own tax, accounting, and audit obligations for amounts you paid or owe. You are responsible for determining that this retention matches what your law requires and for disclosing it to your Hosts. Everything is deleted when your Account is deleted under Section 17.3.

7.4 Host Logins and the Host Terms

Hosts receive their own credentials for the Host Portal and the Mobile App. You must ensure that every Host you invite accepts the Host Terms and receives the Host Privacy Notice before or upon first accessing the Host Portal or Mobile App, and you may not instruct or assist a Host to bypass them. The Host Terms govern the Host's own use of those surfaces; these Terms govern yours. If there is a conflict between anything you agree with a Host and the Host Terms, the Host Terms control as between the Host and us.

You are responsible for managing Host access — including revoking portal invitations and offboarding Hosts who leave your agency — and for the accuracy of the Host Data you maintain.

7.5 Leaderboards and Peer Visibility

The Service includes leaderboard and "Hall of Fame" features that display a Host's performance ranking (including earnings-derived metrics) to other Hosts within the same agency, platform, or sub-agency. By enabling or using these features, you confirm that this peer disclosure is consistent with the notices you have given, and the consents you have obtained from, your Hosts.

7.6 Inbound Content from Third Parties

The Service ingests inbound messages, including replies from persons who are not Hosts or Users (for example, anyone who emails or messages an agency address). You are responsible for how you use and retain that content within your Account.

8. Bring-Your-Own Credentials and Connected Platforms

The Service connects to Connected Platforms using your Agency Credentials — your Meta WhatsApp Business access token and phone number ID, your Hosts' TikTok OAuth grants obtained through your Account, and your email provider's API keys or SMTP credentials. This Section governs those connections.

8.1 Your Authorization

You represent and warrant that you are authorized to supply each Agency Credential to us and to instruct us to use it — including, for per-Host TikTok connections, that the OAuth grant was made knowingly by the Host through the platform's own consent flow. You will keep Agency Credentials valid and current, and you may revoke them at any time (which will disable the dependent features).

8.2 We Act on Your Behalf

When the Service sends a WhatsApp message through your Meta token, pulls statistics through a Host's TikTok connection, or sends email through your provider's API key, we act solely as your agent and technical service provider, on your instructions and on your behalf. The resulting activity occurs under your platform accounts and, as between you and us, is your activity.

8.3 Platform Terms Are Your Responsibility

Your use of each Connected Platform through the Service is subject to that platform's own terms and policies — including Meta's WhatsApp Business and Business Messaging policies and TikTok's developer and platform terms. You — not Live Agent Pro — are responsible for your compliance with those terms, including message-template rules, messaging-window rules, rate limits, data-use restrictions, and any fees the platform charges you directly.

8.4 No Liability for Platform Actions

Connected Platforms may change their APIs, policies, or pricing, and may throttle, restrict, suspend, or terminate your platform accounts or credentials at any time, with or without cause. Live Agent Pro is not liable for any act or omission of a Connected Platform, including suspension or loss of your WhatsApp Business account, TikTok developer access, or email-provider account, or for Service features that stop working because a Connected Platform changed or revoked access. We will use reasonable efforts to adapt the Service to material platform changes but do not guarantee continued compatibility.

8.5 Credential Security

We store Agency Credentials encrypted at rest at the application layer and use them only to provide the Service to you. You remain responsible for the security practices of your own platform accounts (including who in your organization can generate or rotate credentials).

9. Messaging and Anti-Spam

The Service can send WhatsApp messages, emails, and push notifications on your behalf — individually, in bulk campaigns, and through automations you configure (birthday greetings, tier and goal alerts, event reminders, onboarding sequences). The following rules apply to all messaging through the Service.

• Consent and compliance. You are solely responsible for ensuring that every message sent through the Service complies with applicable law and platform policy, including the U.S. Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, Brazil's LGPD, and Meta's Business Messaging policy. You represent and warrant that you have the necessary consent or other lawful basis to message each recipient on each channel you use, that your messages accurately identify you as the sender, and that you include any sender identification, postal address, or unsubscribe mechanism the law requires.
• Opt-outs. You must honor opt-out requests promptly on every channel. If a Host or other recipient asks you to stop messaging them — by any reasonable means, including replying "STOP" or its equivalent — you must stop, and you must use the Service's blocking and suppression tools to record the opt-out. The Service does not capture consent or process opt-out keywords for you; that obligation is yours.
• No prohibited sending. You may not use the Service's messaging features to send unsolicited bulk messages, deceptive messages, or content that violates Section 13 or the Acceptable Use Policy.
• Deliverability monitoring; right to throttle and suspend. To protect the deliverability and reputation of the platform and our other Agencies, Live Agent Pro monitors per-tenant bounce rates, spam complaints, and other deliverability signals. If your sending generates bounces or complaints above our thresholds, or otherwise threatens platform deliverability, we may automatically throttle, pause, suspend, or permanently disable your ability to send email or other messages through the Service, with or without prior notice, and we may add affected recipient addresses to a suppression list.
• Suppression list. We maintain a suppression list of addresses that have bounced or complained. We may decline to deliver messages to suppressed addresses to protect deliverability.
• Liability shift. As between you and Live Agent Pro, you bear sole responsibility and liability for messages you send or schedule through the Service, including claims by recipients, regulators, or Connected Platforms arising from unsolicited or unlawful messaging (see Section 21).

10. Points, Rewards, and Host Compensation Records

10.1 Points Are an Agency-Administered Loyalty Mechanic

The Service includes a points-and-rewards layer through which you may award Points to your Hosts and offer rewards they can redeem. Points are a loyalty and engagement mechanic that you administer for your own Hosts under your own program rules. Live Agent Pro provides the software ledger; we do not issue Points, fund rewards, or participate in your program.

10.2 No Cash Value; Not Stored Value

Points have no cash value, are not money, are not redeemable for cash from Live Agent Pro, and are not a gift card, gift certificate, or stored-value instrument of Live Agent Pro. Points cannot be transferred, sold, or exchanged outside the Service. As between you and us, any characterization of Points under gift-card, escheat, or consumer-protection law arising from your program design (including any promise you make that Points are worth money) is your responsibility.

10.3 Record-Keeper Only; You Fulfill

Live Agent Pro acts solely as a record-keeper of Points balances, transactions, missions, levels, and redemption requests. You are solely responsible for fulfilling every reward a Host redeems, for the accuracy and legality of your program rules (including any expiration you configure — the Service can expire unspent Points on the schedule you set), and for resolving any dispute with a Host about Points or rewards. We have no obligation to any Host with respect to Points or rewards.

10.4 Balances on Cancellation or Offboarding

Points balances are records within your Account. You are solely responsible for deciding, disclosing to your Hosts, and honoring what happens to Points balances when a Host is offboarded or when your Subscription is cancelled or terminated. When your Account is deleted under Section 17.3, Points records are deleted with it; Live Agent Pro owes no obligation to Hosts for balances that existed at deletion.

10.5 Host Statements; No Money Transmission

The Service generates monthly statements recording each Host's performance, compensation tier, calculated payout amount, payout method, and payment status, and stores payout details you enter (such as PIX keys and payout addresses). These statements are record-keeping only. Live Agent Pro does not hold, transmit, or disburse funds to Hosts, does not initiate or process Host payouts, and is not a money transmitter, money services business, or payment processor with respect to Host compensation. All payments to Hosts are made by you, outside the Service, through your own payment arrangements, and you are solely responsible for their accuracy, timeliness, taxes, and legal compliance.

11. White-Label and Custom Domains

Agencies on an eligible plan may serve the Host Portal from their own custom domain, with Live Agent Pro branding removed.

11.1 Domain Setup

You must own or control any custom domain you connect, prove control through the DNS verification records we specify, and keep the required DNS records in place. You authorize us to obtain and manage TLS certificates for your custom domain. You are responsible for your domain registration, DNS hosting, and any conflict your domain creates with third-party rights.

11.2 Required Pass-Through Notices

When you white-label the Service, your Hosts may never see the Live Agent Pro brand — but their data is still processed by us and our sub-processors. You must present to your Hosts, on or through your white-labeled portal, the privacy disclosures required by applicable law, including the substance of the Host Privacy Notice and a disclosure that the portal is operated on your behalf by a service provider (Pelton Solutions LLC d/b/a Live Agent Pro) and its published sub-processors. You may incorporate our notices by reference or reproduce their substance under your own brand, but you may not withhold them. We may suspend a custom domain that is being used to present the Service without the required notices.

12. Agency Data

12.1 Ownership

You retain all rights to your Agency Data. These Terms do not transfer any ownership of your Agency Data to Live Agent Pro.

12.2 License to Live Agent Pro

You grant Live Agent Pro a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and otherwise use your Agency Data solely as necessary to operate, provide, secure, and support the Service for you, including making backups, generating the statistics, statements, leaderboards, and analytics the Service provides to you and your Hosts, transmitting messages you send, generating profile photos from templates and images you configure, and maintaining the Service's audit/change history. The license terminates when the Agency Data is deleted from the Service or when your Account is terminated, except to the extent retention is required by law or reasonably needed for backup-retention cycles.

12.3 Your Responsibility for Agency Data

You represent and warrant that:

• you own or have all necessary rights, consents, and lawful bases to upload, import, and use the Agency Data as contemplated by these Terms (see also Section 7.3);
• the Agency Data does not violate any law or third-party right (including intellectual property, privacy, and publicity rights);
• the Agency Data is not defamatory, obscene as a matter of law, or otherwise unlawful; and
• the Agency Data does not contain malware or other harmful code.

We do not pre-screen Agency Data, but we may remove or disable access to any Agency Data that we believe in good faith violates these Terms or applicable law.

12.4 Removal, Preservation, and Reporting of Unlawful or Infringing Content

Agency Data is hosted on infrastructure that Live Agent Pro operates (including storage within Live Agent Pro's own cloud accounts). To protect Live Agent Pro, our other Agencies, Hosts, and the public, you agree to the following.

• No obligation to monitor; right to act. Live Agent Pro has no obligation to monitor Agency Data, but we have the right to review it and to remove, disable access to, suspend, or delete any Agency Data or Account that we reasonably believe is unlawful, infringing, or in violation of these Terms or our Acceptable Use Policy — at any time, with or without prior notice, and at our sole discretion.
• Copyright (DMCA). Claims that Agency Data infringes a copyright are handled under the notice-and-takedown and counter-notice procedures in Section 13.2. We may remove or disable allegedly infringing content on receipt of a valid notice, and we terminate the Accounts of repeat infringers.
• Other intellectual-property and legal claims. For trademark, publicity, defamation, privacy, or other legal complaints, we may remove or disable the content while we evaluate the complaint, and we may require the complaining party and the Agency to resolve the dispute between themselves.
• Child sexual abuse material (CSAM). We have zero tolerance for content that sexually exploits or endangers minors. We will remove such content, terminate the responsible Account, preserve the material and related records, and report to the National Center for Missing & Exploited Children (NCMEC) and/or law enforcement as required by law (including 18 U.S.C. § 2258A).
• Preservation and disclosure to authorities. We may preserve Agency Data and Account records and disclose them to law enforcement, regulators, a court, or other authorities where we believe in good faith that doing so is required by law or necessary to investigate or prevent unlawful activity, fraud, or harm.
• No liability for removal. We are not liable to you for removing, disabling, preserving, reporting, or refusing to restore any Agency Data under this Section, and doing so does not entitle you to any refund or credit. You remain responsible for keeping your own backups (Section 6.3).
• Status as host. As between you and Live Agent Pro, you are the provider of your Agency Data, and Live Agent Pro acts as a neutral hosting provider. Nothing in these Terms makes Live Agent Pro the author or publisher of Agency Data, and you are solely responsible for it (Sections 12.3 and 21). To the extent applicable, Live Agent Pro relies on the protections available to interactive computer service providers, including under 47 U.S.C. § 230 and the safe harbors of 17 U.S.C. § 512.

13. Acceptable Use; Copyright Complaints

13.1 Acceptable Use

You agree not to use the Service to:

• violate any applicable law or regulation;
• recruit, manage, message, or maintain records about anyone under 18 (Section 7.2);
• infringe the intellectual property, privacy, publicity, or other rights of others;
• transmit malware, spyware, viruses, worms, or other harmful code;
• send unsolicited bulk messages, "spam," or other unsolicited commercial communications in violation of the TCPA, CAN-SPAM Act, LGPD, or Connected Platform policies (see Section 9);
• engage in phishing, pretexting, identity theft, or financial fraud;
• harass, threaten, defame, or stalk any person, including any Host;
• distribute content that sexually exploits or endangers minors;
• store special-category data (such as health, biometric, or religious information) in custom fields or notes, or any data you have no lawful basis to hold;
• engage in any activity that interferes with or disrupts the Service, including denial-of-service attacks, port scanning, or attempts to gain unauthorized access to systems, accounts, or other tenants' data;
• circumvent or attempt to circumvent any access, rate, plan, or usage limits of the Service (including the one-trial rule in Section 5.3); or
• resell, sublicense, or repackage the Service to third parties without our written permission, except that white-labeling the Host Portal for your own Hosts under Section 11 is permitted ordinary use.

These rules are supplemented by our Acceptable Use Policy, which is incorporated by reference into these Terms, and you must impose its substance on your Users and, where relevant, your Hosts.

13.2 Copyright Complaints (DMCA)

Live Agent Pro responds to notices of alleged copyright infringement under the Digital Millennium Copyright Act ("DMCA"). If you believe content hosted on the Service infringes your copyright, please send a written DMCA notice to our designated agent containing the information required by 17 U.S.C. § 512(c)(3).

Designated DMCA Agent:

• Name: Pelton Solutions LLC, Attn: DMCA Agent
• Email: legal@peltonsolutions.com
• Mailing address: 101 Rainbow Drive PMB 1624, Livingston, TX 77399
• U.S. Copyright Office Designated Agent Registration No.: DMCA-1074343

Our designated agent is also on file with the U.S. Copyright Office's DMCA Designated Agent Directory.

We will process valid notices, may remove or disable access to the allegedly infringing content, and will follow the counter-notice procedures in 17 U.S.C. § 512(g). Repeat infringers' Accounts may be terminated.

13.3 Intellectual Property of Live Agent Pro

The Service, the Live Agent Pro name and logo, our website, our software, the Mobile App, our templates and documentation, and the design, structure, organization, and underlying source code of the Service (excluding Agency Data) are owned by Live Agent Pro or our licensors and are protected by copyright, trademark, and other laws. Except for the limited license granted in Section 6.1, no rights are granted to you in or to such intellectual property.

You may not (a) reverse engineer, decompile, or attempt to derive source code from the Service, except to the extent applicable law expressly permits, (b) remove or alter any proprietary notices, or (c) use the Live Agent Pro marks or branding without our written permission (white-labeling under Section 11 removes our branding; it does not license it).

14. Privacy and Data Processing

Our Privacy Policy describes how we collect, use, and share information about you, your Users, and your Hosts, and is incorporated by reference into these Terms. By using the Service, you acknowledge the practices described there. Hosts are additionally addressed directly in the Host Privacy Notice.

Controller and processor roles. For Host Data and other personal data you upload to or collect through the Service, you are the controller and Live Agent Pro is your processor / service provider, processing that data on your documented instructions solely to provide the Service. For Account, User, and billing data — and for the limited data we need to operate the Host Portal and Mobile App as a service (such as login credentials, sessions, and device push tokens) — we process data as described in the Privacy Policy. You are responsible for providing any privacy notice and obtaining any consent required from your Hosts and applicants, and for the lawfulness of the data you collect through the Service (including under Brazil's LGPD and applicable U.S. state privacy laws).

Data Processing Addendum. Our Data Processing Addendum (DPA) governs our processing of Host Data on your behalf, and we maintain a public list of sub-processors. The DPA is incorporated into and forms part of these Terms when you accept these Terms and use the Service to process Host Data — no separate signature is required. If your own compliance process needs a countersigned copy, request one at legal@peltonsolutions.com.

Data location. The Service is hosted in the United States on Amazon Web Services, with tenant data logically separated per tenant within shared infrastructure. If you or your Hosts are in Brazil, personal data is transferred to and processed in the United States as described in the Privacy Policy and the DPA.

Data subject requests. If a Host or other data subject contacts us directly with a privacy request concerning data you control, we will direct them to you and will provide reasonable assistance as described in the DPA.

15. AI Features

We may offer optional AI-assisted features in the future (for example, drafting assistance for messages or summaries of Host activity). If you use such a feature, the relevant data will be processed by the feature's model provider acting as a sub-processor disclosed on our sub-processor list. AI-generated output may be inaccurate, incomplete, or inappropriate for your purpose; you are responsible for reviewing AI output before relying on it or sending it, including any message sent to a Host. AI features, where offered, may be enabled or disabled at the Account level.

16. Third-Party Services

The Service relies on third-party providers, including Amazon Web Services (hosting, storage, email infrastructure, and DNS), Stripe (payments), Meta Platforms (WhatsApp Cloud API), TikTok (Open API), Google (reCAPTCHA), push-notification delivery providers, and error-monitoring and source-control providers. Your use of certain third-party services — in particular the Connected Platforms under Section 8 and any BYO email provider — is subject to their own terms. We are not responsible for the acts or omissions of third-party providers, and the availability of the Service may depend on those providers. Our current sub-processors are identified in our published sub-processor list.

17. Suspension and Termination

17.1 By You

You may cancel your Subscription at any time from your Account settings. Cancellation takes effect at the end of the current paid period.

17.2 By Live Agent Pro

We may suspend or terminate your Account or any part of the Service at any time if:

• you fail to pay any amount when due;
• you materially breach these Terms or any incorporated policy (including the warranties in Sections 7 and 8 and the messaging rules in Section 9);
• we are required to do so by law, court order, or regulatory requirement;
• we reasonably believe your use of the Service creates a security, legal, deliverability, or operational risk to Live Agent Pro, our other Agencies, Hosts, or third parties; or
• we discontinue the Service.

We will generally provide advance notice and an opportunity to cure where reasonably practicable, but we may suspend or terminate without prior notice in cases of urgency (for example, active abuse, messaging to minors, unlawful bulk messaging, email deliverability threats, or payment fraud). Automatic deliverability throttling and suspension under Section 9 may occur without notice.

17.3 Effect of Termination; Data Export and Deletion

Upon cancellation, lapse, or termination of your Account:

• your Users' and Hosts' right to access the Service ends, and the Host Portal and Mobile App stop serving your Hosts;
• the contacts CSV export remains available to you even while your Subscription is lapsed — it sits outside the billing gate, so you can export your Host contact records and leave without reactivating or paying;
• you will have a grace period of approximately thirty (30) days during which you may export your Agency Data (via the contacts CSV export and, on request, a fuller export), unless we are legally required to act sooner or the termination is for serious abuse;
• after the grace period, we will permanently delete your Account and Agency Data — including Host Data, message history, Points ledgers, statements, and the associated audit/change history — from active systems, and residual copies in routine backups will age out on their normal rotation cycle, except where law or a litigation hold requires longer retention (billing and tax records are retained for approximately seven years as required by law);
• you remain solely responsible toward your Hosts for Points balances, unfulfilled rewards, and unpaid compensation existing at termination (Section 10.4);
• accrued payment obligations survive; and
• sections that by their nature should survive (including without limitation Sections 5.6, 7.3, 8.3, 8.4, 9, 10, 12.3, 12.4, 13.3, 17.3, 18, 19, 20, 21, 22, and 23) survive termination.

18. Language

These Terms and our incorporated policies are drafted in English. We may provide Spanish (es) and Brazilian Portuguese (pt_BR) translations for convenience. If there is any conflict or ambiguity between the English version and a translation, the English version governs, to the maximum extent permitted by applicable law.

19. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, LIVE AGENT PRO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF MALICIOUS CODE, THAT ANY AGENCY DATA WILL BE PRESERVED, THAT ANY MESSAGE SENT THROUGH THE SERVICE WILL BE DELIVERED OR READ, OR THAT STATISTICS RETRIEVED FROM CONNECTED PLATFORMS WILL BE ACCURATE, CURRENT, OR COMPLETE.

WE DO NOT WARRANT THE AVAILABILITY, PERFORMANCE, OR CONTINUED COOPERATION OF ANY CONNECTED PLATFORM, INCLUDING META/WHATSAPP, TIKTOK, OR ANY EMAIL PROVIDER, OR THAT YOUR PLATFORM ACCOUNTS OR CREDENTIALS WILL REMAIN IN GOOD STANDING.

SOME JURISDICTIONS DO NOT ALLOW DISCLAIMER OF CERTAIN WARRANTIES, SO PORTIONS OF THIS SECTION MAY NOT APPLY TO YOU.

20. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL LIVE AGENT PRO (INCLUDING ITS MEMBERS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS) BE LIABLE TO YOU FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR LOST GOODWILL;
• LOSS OR CORRUPTION OF DATA; OR
• SUSPENSION, RESTRICTION, OR LOSS OF ANY CONNECTED PLATFORM ACCOUNT OR CREDENTIAL, REGARDLESS OF CAUSE,

EVEN IF LIVE AGENT PRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER LEGAL THEORY, WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID TO LIVE AGENT PRO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SO PORTIONS OF THIS SECTION MAY NOT APPLY TO YOU.

21. Indemnification

You agree to defend, indemnify, and hold harmless Live Agent Pro and its members, officers, employees, agents, and licensors from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• your Agency Data, including Host Data you upload or collect through the Service;
• claims by Hosts or other individuals concerning your collection, use, or disclosure of their personal data, messages you sent them, leaderboard or peer visibility of their data, Points or rewards (including unfulfilled redemptions or expired balances), or compensation and payouts;
• messages you send or schedule through the Service, including claims under the TCPA, CAN-SPAM, the LGPD, or similar laws;
• claims by or arising under the terms of a Connected Platform (including Meta and TikTok) relating to your Agency Credentials, your platform accounts, or activity we performed on your behalf under Section 8;
• your white-labeled portal or custom domain, including failure to pass through required notices under Section 11.2;
• your violation of these Terms; or
• your violation of any law or third-party right.

We may, at our option, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate.

22. Dispute Resolution; Arbitration; Class Action Waiver

22.1 Informal Resolution

Before filing any claim against the other party, you and Live Agent Pro agree to attempt to resolve the dispute informally. You will send a written notice of dispute to legal@peltonsolutions.com describing the nature and basis of the claim and the relief sought. We will respond in writing within thirty (30) days. If the dispute is not resolved within sixty (60) days of the notice, either party may proceed under the remaining provisions of this Section.

22.2 Binding Arbitration

Except for the carve-outs in Section 22.4, any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") will be resolved by binding arbitration administered by the American Arbitration Association (AAA). The arbitration will be governed by the AAA Commercial Arbitration Rules; however, if you qualify as a "consumer" (for example, an individual using the Service for personal, family, or household purposes, or as otherwise defined under applicable law or AAA rules), the AAA Consumer Arbitration Rules and the AAA Consumer Due Process Protocol will apply instead and will control to the extent of any conflict. Any in-person hearing will be held in Michigan; however, a consumer party may elect to have the arbitration conducted by telephone, video, or other remote means, or in the county (or, outside the United States, the comparable locality) of the consumer's residence. Judgment on the award may be entered in any court having jurisdiction.

22.3 Class Action Waiver

YOU AND LIVE AGENT PRO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any form of representative proceeding. If this class-action waiver is held unenforceable as to any particular claim, then that claim (and only that claim) will be severed from arbitration and brought in court in accordance with Section 23.

22.4 Carve-Outs

Notwithstanding Sections 22.2–22.3, either party may:

• bring an individual action in small claims court for claims that qualify;
• seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property rights or to prevent unauthorized access to or misuse of the Service; and
• participate in a regulatory or administrative proceeding.

22.5 Opt-Out

You may opt out of the arbitration agreement in Sections 22.2 and 22.3 by sending written notice of your decision to opt out to legal@peltonsolutions.com within thirty (30) days of first accepting these Terms. The notice must include your name, Account email, and a clear statement that you are opting out of arbitration. Opting out will not affect any other part of these Terms.

23. Governing Law and Venue

These Terms are governed by the laws of the State of Michigan, without regard to its conflict-of-laws principles. For any Dispute not subject to arbitration under Section 22, you and Live Agent Pro consent to the exclusive personal jurisdiction and venue of the state and federal courts located in the State of Michigan. Nothing in this Section deprives you of the protection of mandatory consumer-protection provisions of the law of the jurisdiction where you reside, to the extent they apply to you and cannot be waived by contract.

24. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will give you reasonable advance notice (by email and/or in-product notice) before the changes take effect. Your continued use of the Service after the effective date of the updated Terms constitutes acceptance. If you do not agree to the updated Terms, your sole remedy is to cancel your Subscription before the effective date.

The "Last Updated" date at the top of these Terms reflects the most recent revision.

25. General Provisions

Assignment. You may not assign or transfer these Terms or any rights hereunder without our prior written consent. Live Agent Pro may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will continue in full force and effect.

No Waiver. Our failure to enforce any right or provision will not constitute a waiver of that right or provision.

Entire Agreement. These Terms, together with any policies incorporated by reference (including the Privacy Policy, Acceptable Use Policy, sub-processor list, Host Terms and Host Privacy Notice as they apply to your Hosts, and any executed Data Processing Addendum), constitute the entire agreement between you and Live Agent Pro regarding the Service and supersede any prior agreements on the same subject.

Third-Party Beneficiaries. Except as expressly stated, these Terms create no third-party beneficiary rights. Hosts are not third-party beneficiaries of these Terms; their relationship with us is governed by the Host Terms.

Force Majeure. Live Agent Pro will not be liable for any delay or failure in performance caused by events outside its reasonable control, including without limitation acts of God, war, terrorism, civil unrest, governmental action, internet or network failures, Connected Platform outages or policy changes, or major utility or cloud-provider outages.

Notice. We may give notice to you by email to the address associated with your Account, by posting a message in the Service, or by any other reasonable means. You consent to receive electronic communications from us.

Relationship of the Parties. Nothing in these Terms creates a partnership, joint venture, employment relationship, or general agency between you and Live Agent Pro, except that we act as your limited agent solely for the technical acts described in Section 8.2. Neither party otherwise has authority to bind the other. Nothing in these Terms makes Live Agent Pro the employer, manager, or agent of any Host.

26. Contact

Pelton Solutions LLC Attn: Live Agent Pro 101 Rainbow Drive PMB 1624 Livingston, TX 77399

General questions: hello@liveagentpro.com Legal notices: legal@peltonsolutions.com DMCA notices: legal@peltonsolutions.com