1. Introduction and Acceptance of Terms

These Terms of Service (the “Terms”) are a binding agreement between you (“Customer,” “you,” or “your”) and Adfelt LLC, a Florida limited liability company doing business as “Adfelt” (“Adfelt,” “we,” “us,” or “our”). These Terms govern your application for, purchase of, and use of the Adfelt CARE Loop and the Complete Growth System (collectively, the “Services”) offered through adfelt.com or any associated application, sales, or onboarding page operated by Adfelt.

The Services are sold and delivered on a per-engagement basis pursuant to a separately executed written agreement, currently titled “Service Agreement: CareIntake AI™” (the “Service Agreement”). The Service Agreement sets out the specific deliverables, fees, payment schedule, term, and termination provisions for each Customer’s engagement. These Terms apply (a) to website visitors and prospects who interact with adfelt.com prior to signing a Service Agreement, (b) as a baseline framework for every CARE Loop engagement in addition to the Service Agreement, and (c) to any continuing use of Adfelt’s websites, application process, or supporting tools.

By submitting an application, accepting a proposal, signing a Service Agreement, or using any portion of the Services, you confirm that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not apply for or use the Services.

2. Definitions

For purposes of these Terms:

• “CARE Loop” and “Complete Growth System” mean the multi-channel growth and sales acceleration program described in Section 4, sold and delivered pursuant to a Service Agreement.
• “CareIntake AI™” means Adfelt’s proprietary voice AI technology and software infrastructure used to handle inbound and outbound calls, qualify leads, schedule appointments, and update Customer CRM systems.
• “Service Agreement” means the written, signed engagement contract executed between Adfelt and a Customer that sets out the specific scope, fees, payment schedule, and term for that engagement (currently titled “Service Agreement: CareIntake AI™”).
• “Customer Content” means any text, images, photographs, logos, branding, contact information, lead lists, business information, customer information, or other materials provided by you to Adfelt for use in the Services.
• “Ad Spend” means amounts paid by the Customer directly to third-party advertising platforms (such as Google, Meta, and similar platforms) for advertising delivered as part of the Services. Ad Spend is paid by the Customer directly to the platforms and is not collected, held, or invoiced by Adfelt unless otherwise expressly agreed in writing.
• “Initial Term” means the period beginning on the effective date of a Customer’s Service Agreement, during which the Complete Growth System is built out, launched, and stabilized. The length of the Initial Term is set out in the Service Agreement.
• “Renewal Term” means any continuation of the engagement following the Initial Term, on terms agreed by both parties as described in Section 6.

3. Eligibility and Application Process

3.1 Eligibility

By applying for or purchasing the Services, you represent and warrant that:

1. You are at least eighteen (18) years of age and have the legal capacity to enter into a binding contract;
2. You are applying or purchasing on behalf of a lawfully formed business entity (typically a home care, senior care, or related business) and are authorized to bind that entity to these Terms and to a Service Agreement;
3. All information you provide in the application, sales, and onboarding processes is accurate, complete, and current;
4. You hold all licenses, permits, registrations, and regulatory approvals required by your jurisdiction to operate your business; and
5. Your use of the Services will comply with all applicable federal, state, and local laws, including those governing healthcare, home care licensing, employment, advertising, telemarketing, and consumer protection.

3.2 Application is not acceptance

Submission of an application or completion of any qualification call does not, by itself, create a binding agreement to deliver the Services. Acceptance into the CARE Loop program is at Adfelt’s sole discretion and becomes binding only upon (a) execution of a Service Agreement by both parties and (b) payment of the initial fee specified in that Service Agreement. Adfelt may decline any application for any reason or no reason and without explanation, except as prohibited by applicable law.

4. Description of Services: Complete Growth System

The CARE Loop / Complete Growth System is a multi-channel growth and sales acceleration program designed to generate qualified leads and improve conversion through integrated marketing and AI-driven sales systems. The program currently includes the components described below; the specific deliverables and timeline for each Customer engagement are documented in that Customer’s signed Service Agreement and incorporated into these Terms by reference.

4.1 Multi-Channel Lead Generation

• Google Ads. Campaign setup, optimization, and scaling focused on local high-intent traffic.
• SEO. On-page, technical, and off-page SEO enhancements, click-through rate improvement, and link-building campaigns.
• Facebook (Meta) Ads. Campaigns for awareness, remarketing and retargeting, and lead amplification.

Ad creative, targeting, and platform configuration are managed by Adfelt under the Customer’s approved Ad Spend budget.

4.2 AI-Enhanced Sales Process

• CareIntake AI™ Integration. Setup of intake and follow-up AI voice agents to answer calls, qualify leads, schedule appointments, and update communication to the Customer’s CRM.
• Follow-Up Agent. A custom voice AI agent for nurturing prospective families until they are ready to move forward.
• CRM Integration. Unified lead data management with cross-channel tracking from lead to appointment.

4.3 Reactivation Campaigns

When the Customer provides access to a lead database, Adfelt will run campaigns to re-engage dormant leads in accordance with applicable law (including consent and unsubscribe-handling requirements).

4.4 Reporting and Optimization

• Monthly performance reports on key performance indicators and AI conversion rates;
• Ongoing optimization of ad creative, keywords, and AI dialogues for higher conversion efficiency.

4.5 Hosted Landing Pages

If the engagement includes Adfelt-built landing pages, Adfelt may host those landing pages on Adfelt-managed infrastructure during the engagement. Specific hosting arrangements (including any continuing post-engagement hosting fee) are documented in the Service Agreement.

4.6 Changes to Deliverable Scope

Adfelt may, from time to time, refine, add to, or modify the deliverables that comprise the CARE Loop. Such changes apply prospectively to new Service Agreements. Customers with active Service Agreements will receive the deliverables described in their signed Service Agreement.

5. Fees, Ad Spend, and AI Usage

5.1 Ad Spend is paid directly by the Customer

Unless otherwise expressly agreed in writing, Ad Spend is paid by the Customer directly to the relevant advertising platforms (such as Google and Meta). Adfelt does not collect, hold, invoice, or process Ad Spend on the Customer’s behalf, even where Adfelt operates the underlying advertising accounts. Failure to maintain the Ad Spend budget set out in the Service Agreement materially impairs Adfelt’s ability to deliver the Services and may be treated by Adfelt as a Customer breach.

5.2 Late payment, surcharges, and suspension

Payments must be made on time per the Service Agreement. Late payments may incur surcharges and result in suspension of the Services as set out in the Service Agreement. Adfelt reserves the right to charge reasonable collection costs (including attorneys’ fees) for any unpaid amount referred to collection.

5.3 Currency and taxes

All fees are stated and payable in U.S. Dollars unless otherwise agreed in writing. Fees do not include any sales, use, value-added, or similar taxes that may be required by the Customer’s jurisdiction; the Customer is responsible for any such taxes.

7. Customer Cooperation Requirements

To enable effective delivery of the Services, the Customer agrees to:

1. Maintain the Ad Spend budget set out in the Service Agreement and pay it directly to the relevant advertising platforms;
2. Provide Adfelt with timely access to the Customer’s CRM, scheduling tools, advertising accounts, business listings, marketing platforms, and any other systems reasonably necessary to deliver the Services;
3. Grant Adfelt access to lead databases for reactivation campaigns, where applicable, accompanied by the Customer’s representation that such use complies with applicable law and any consent obligations;
4. Attend onboarding, strategy, and review calls as scheduled and approve deliverables in a timely manner; and
5. Complete any “Action Items” assigned to the Customer during setup, training, and optimization phases.

The Customer’s failure to perform any of the foregoing may delay delivery of the Services, and any such delay is the Customer’s responsibility and does not entitle the Customer to a refund, fee reduction, or extension of the Initial Term.

9. Intellectual Property and Ownership at Completion

9.1 Adfelt-retained materials

Adfelt retains all proprietary rights to the underlying CareIntake AI™ technology, the related software infrastructure, and all templates, frameworks, methodologies, AI prompts and prompt patterns, training data structures, code libraries, processes, and other materials created or used by Adfelt to deliver the Services that are not specifically described as Customer-owned in Section 9.2 (collectively, the “Adfelt Materials”). No rights in the Adfelt Materials are transferred to the Customer except for the perpetual license described in Section 9.3.

9.2 Customer-owned deliverables upon full payment

Upon full payment of all fees due under the Service Agreement, the Customer will own:

• All campaign structures, ad accounts, and creative assets built specifically for the Customer’s engagement;
• Custom AI agent training data and lead data generated through the Services;
• CRM configurations and landing page designs delivered as part of the engagement.

9.3 Perpetual license to CareIntake AI™ setup

Upon full payment, Adfelt grants the Customer a perpetual, worldwide, non-exclusive, non-transferable license to use the Customer’s customized CareIntake AI™ setup post-engagement, subject to (a) the Customer’s continuing payment of any applicable usage, telephony, or overage fees as set out in the Service Agreement or in a separately executed continuation agreement, and (b) the restrictions in Section 9.4.

9.4 License restrictions

The Customer may not (a) resell, sublicense, or distribute the Adfelt Materials or the customized CareIntake AI™ setup as a template or product to third parties; (b) use the Adfelt Materials to build, train, or operate competing voice AI services for third parties; (c) reverse-engineer, decompile, or attempt to extract the Adfelt Materials beyond the rights expressly granted; or (d) remove or alter any reasonable Adfelt attribution included with the Customer’s deliverables, except as expressly permitted by Adfelt in writing.

9.5 Customer Content

As between the parties, the Customer retains all rights, title, and interest in and to Customer Content. The Customer grants Adfelt a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, display, and incorporate Customer Content for the limited purposes of (a) providing the Services, (b) operating the deployed AI agents and campaigns, and (c) producing case studies, testimonials, and portfolio materials referencing the Customer’s engagement, subject to Section 10.

10. Marketing, Testimonials, and Case Studies

The Customer grants Adfelt a non-exclusive, worldwide, royalty-free, perpetual right to (a) reference the Customer’s business name and logo as a customer of Adfelt, (b) display screenshots, ad creative, or campaign performance excerpts from the engagement, and (c) include anonymized or attributed performance metrics in marketing, sales, training, and portfolio materials. The Customer may revoke this right by written notice to Adfelt; revocation applies prospectively only and does not require Adfelt to remove materials already published in print or other non-editable media.

Testimonials, case studies, and performance results displayed on adfelt.com or in any Adfelt marketing materials reflect the experience of specific past Customers and are not a guarantee, warranty, or prediction that the Customer will achieve similar results. See Section 12.

11. Acceptable Use

You agree not to use the Services, the deployed AI agents, the Customer’s lead lists, or any Adfelt-built campaign or landing page to (a) violate any applicable law, regulation, or third-party right; (b) host or transmit content that is unlawful, defamatory, fraudulent, harassing, infringing, or otherwise objectionable; (c) collect, store, or transmit protected health information (PHI), payment card data, or other regulated data unless the Customer is independently responsible for compliance with applicable law and has agreed to do so in writing with Adfelt; (d) make material misrepresentations regarding the Customer’s services, licensing, capabilities, or staffing; (e) initiate communications (including SMS, voice calls, and email) in violation of the Telephone Consumer Protection Act, the CAN-SPAM Act, state telemarketing laws, or any applicable consent and do-not-contact requirements; (f) interfere with or disrupt the integrity or performance of the Services or any third-party platform; or (g) reverse-engineer, scrape, or attempt to extract the Adfelt Materials in a manner inconsistent with the license granted in Section 9.

Adfelt reserves the right to remove non-compliant content, suspend the Services, or terminate the engagement for material breach of this Section 11. In addition, where the Customer materially violates these Terms or the Service Agreement and fails to cure the violation within the cure period set out in the Service Agreement after written notice, the Customer is liable to Adfelt for the violation fine, if any, set out in the Service Agreement, without prejudice to and in addition to Adfelt’s right to claim compensation for damages suffered as a result of the violation.

14. Voidability and Continued Obligations

Failure to utilize the Services after purchase does not void the Service Agreement or these Terms and does not relieve the Customer of payment obligations. The Customer’s payment obligations remain in force regardless of the Customer’s level of engagement, the Customer’s internal staffing or resourcing, or the Customer’s decision to redirect attention to other initiatives during the Initial Term or any Renewal Term.

15. Chargebacks

If the Customer disputes any debit or charge, the Customer must contact Adfelt at support@adfelt.com promptly, and in any event within the notice period set out in the Service Agreement, to allow Adfelt the opportunity to address the dispute and demonstrate fulfillment of its obligations. The Customer agrees not to initiate any chargeback or payment dispute with the Customer’s bank or card issuer without first contacting Adfelt and providing Adfelt a reasonable opportunity to resolve the matter.

Chargebacks initiated without a valid reason or in violation of this Section 15 will be considered a material breach of these Terms and may be classified as fraud. When a chargeback dispute is opened, Adfelt may submit evidence to the card network or processor demonstrating that the charge was legitimate. The Customer is responsible for any costs incurred by Adfelt in reversing or contesting an improper chargeback, including processor fees, administrative fees, and reasonable attorneys’ fees. Currency exchange rate fluctuations are the Customer’s responsibility.

16. Confidentiality

Each party may receive confidential information of the other party in connection with the Services (“Confidential Information”). Confidential Information includes, without limitation, the Adfelt Materials, the structure and configuration of CareIntake AI™ prompts and workflows, Adfelt’s pricing and methodology, the Customer’s lead lists, customer information, business processes, marketing strategies, and any information marked or reasonably understood to be confidential.

Each party agrees to (a) protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in any event no less than reasonable care, and (b) use Confidential Information only for purposes of performing under or benefiting from the engagement. The obligations in this Section 16 do not apply to information that is independently developed without use of Confidential Information, lawfully received from a third party without confidentiality obligations, or required to be disclosed by law or court order (with reasonable advance notice to the disclosing party where permitted).

17. Data Privacy and Security

Adfelt’s collection, use, and protection of personal information are described in Adfelt’s Privacy Policy, which is incorporated into these Terms by reference.

Adfelt implements technical, administrative, and physical safeguards designed to protect personal information processed in connection with the Services, including access controls, encryption in transit, multi-factor authentication for personnel, and vendor due diligence. No method of transmission or storage is 100% secure, and Adfelt does not warrant absolute security. The Customer is responsible for safeguarding its own credentials and for promptly notifying Adfelt of any suspected unauthorized access. In the event of a confirmed data security incident affecting the Customer’s information, Adfelt will notify the Customer without undue delay and will cooperate with the Customer to investigate and respond to the incident, consistent with applicable law.

18. Indemnification

The Customer agrees to defend, indemnify, and hold harmless Adfelt and its officers, directors, employees, contractors, affiliates, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) the Customer Content, (b) the Customer’s use of the Services in violation of these Terms or the Service Agreement, (c) the Customer’s violation of any applicable law or regulation (including healthcare licensing, HIPAA, employment, telemarketing, or advertising law), (d) the Customer’s misrepresentation of its licenses, services, capabilities, or staffing, (e) any third-party claim that the Customer Content infringes or misappropriates a third party’s intellectual property or other rights, or (f) the Customer’s misuse of the deployed AI agents, lead lists, or campaigns.

19. Release of Liability

The Customer releases Adfelt from any liability for injury, loss, or damages resulting directly or indirectly from the Customer’s use of the Services, except to the extent caused by Adfelt’s gross negligence or willful misconduct. The Customer acknowledges that the Customer is using the Services at the Customer’s own risk and bears complete responsibility for the consequences of any action, or failure to act, by the Customer or by the Customer’s personnel, whether or not suggested by Adfelt in the course of providing the Services.

21. Arbitration and Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute, controversy, or claim arising out of or relating to these Terms, the Service Agreement, the Services, or the breach, termination, or invalidity thereof, shall be settled by arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted by one (1) arbitrator. The place of arbitration will be Miami, Florida, United States of America, or by remote means at the arbitrator’s discretion. The language of the proceedings will be English.

The decision of the arbitrator will be final and binding, and no party will have the right to appeal such decision, whether on procedural or substantive grounds. The costs of arbitration, including administrative and arbitrator fees, will be shared equally by the parties unless the arbitral tribunal decides otherwise. Each party will bear its own attorneys’ fees and costs related to the arbitration. This arbitration provision survives the termination or expiration of these Terms and the Service Agreement.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction in Miami-Dade County, Florida, to protect intellectual property or Confidential Information.

22. Modifications to These Terms

Adfelt may update these Terms from time to time. The current version will always be posted at adfelt.com/terms (or a successor URL). For material changes, Adfelt will use commercially reasonable efforts to notify active Customers by email to the address on file. Continued use of the Services after the effective date of an updated version constitutes acceptance of the updated Terms. Modifications to these Terms do not modify the substantive terms of any signed Service Agreement; modifications to a signed Service Agreement require the written agreement of both parties.

23. Miscellaneous

23.1 Entire agreement

These Terms, together with the Privacy Policy and any Service Agreement signed by the parties, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements, communications, and proposals. Sales conversations, proposals, decks, and emails do not modify these Terms or any Service Agreement except as expressly incorporated in a signed writing.

23.2 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

23.3 No waiver

The failure of either party to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision.

23.4 Assignment

The Customer may not assign these Terms or any rights or obligations hereunder without Adfelt’s prior written consent. Adfelt may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

23.5 Independent contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between them.

23.6 Force majeure

Adfelt is not liable for any failure or delay in performing its obligations under these Terms or the Service Agreement to the extent caused by events beyond its reasonable control, including without limitation acts of God, war, terrorism, civil unrest, pandemic, governmental action, internet or hosting provider outages, advertising-platform policy changes or account suspensions, or third-party software platform failures.

23.7 Notices

All notices to Adfelt under these Terms must be sent by email to support@adfelt.com or by certified mail to Adfelt LLC, 1046 SW 29th Ave, Miami, Florida 33135, United States. Notices to the Customer will be sent to the email address on file at the time of application or at signing of the Service Agreement, whichever is later.

23.8 Headings

Section headings are included for convenience only and do not affect the interpretation of these Terms.

23.9 Binding effect

These Terms are binding upon the parties and their respective heirs, administrators, executors, legal representatives, successors-in-interest, and permitted assigns.

24. Contact

If you have questions about these Terms, please contact: