These Terms of Service ("Agreement") constitute a legally binding contract between B Carter Consulting LLC ("Scalier," "we," "us," or "our"), a Texas limited liability company, and the individual or business entity ("Client," "you," or "your") accessing or using Scalier's services, website located at getscalier.com, or any associated dashboards, portals, or platforms (collectively, the "Services").
By signing a service agreement, submitting a payment, accessing the client portal, or using any portion of our Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement, including any additional policies, order forms, or statements of work incorporated by reference.
If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind that entity. If you do not have such authority, or if you do not agree to all terms, do not use the Services.
We reserve the right to modify this Agreement at any time. Continued use of the Services after notice of changes constitutes acceptance of the revised terms. Material changes will be communicated via email to the address on file.
Scalier AI provides AI-powered marketing automation and business growth services for general contractors and other B2B service businesses. Services may include, but are not limited to:
The specific services to be delivered, along with applicable pricing, are detailed in the order form, service agreement, or statement of work executed between Scalier and Client. In the event of any conflict between this Agreement and an executed order form or statement of work, the terms of the order form or statement of work shall control.
Scalier will use commercially reasonable efforts to deliver services within the timelines communicated at onboarding. Standard deployment for automation packages is 5 business days from receipt of all required client materials. Scalier is not liable for delays caused by Client's failure to provide required information, credentials, or approvals.
Services may be delivered using third-party platforms including but not limited to GoHighLevel, Twilio, OpenAI, ElevenLabs, VAPI, Apollo.io, Make.com, Google, and others. Scalier's ability to deliver certain services is contingent on the continued availability and functionality of these third-party platforms. Scalier is not responsible for interruptions, changes, or discontinuation of third-party services beyond our control.
A one-time setup fee is due and payable in full prior to commencement of any build, configuration, or onboarding work. Setup fees are non-refundable once work has commenced. If Scalier has not begun work, a full refund may be issued at our discretion within 3 business days of payment.
Monthly retainer fees are billed in advance on the 1st of each calendar month, or on the anniversary of the service commencement date as specified in the order form. Payment is due within 7 days of the invoice date. Scalier reserves the right to suspend services if payment is not received within 14 days of the due date.
Invoices not paid within 14 days of the due date will accrue interest at the rate of 1.5% per month (18% annually) or the maximum rate permitted by applicable law, whichever is lower. Client shall also be responsible for all reasonable costs of collection, including attorney's fees, in the event legal action is necessary to collect amounts owed.
Scalier reserves the right to adjust pricing with 30 days' written notice to Client. Clients who do not agree to the new pricing may cancel their service in accordance with Section 9 without penalty.
Client agrees not to initiate chargebacks or payment disputes without first contacting Scalier in good faith to resolve the issue. Unauthorized chargebacks may result in immediate suspension of services, termination of the agreement, and referral to collections.
All fees are exclusive of applicable sales, use, VAT, or other taxes. Client is responsible for all taxes applicable to their purchase of services, except for taxes based on Scalier's net income.
Client agrees to cooperate fully with Scalier to enable delivery of the Services, including:
Client agrees not to use Scalier's Services for any unlawful purpose, including but not limited to: sending spam or unsolicited commercial messages in violation of applicable law (including the CAN-SPAM Act and TCPA), collecting or using personal data in violation of applicable privacy laws, engaging in deceptive or fraudulent practices, or infringing upon the intellectual property rights of any third party.
Client is solely responsible for ensuring that all contacts receiving automated SMS or email communications through Scalier's systems have provided the legally required consent under the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and any other applicable federal, state, or local laws. Scalier provides the technology platform; Client is responsible for compliance with all outreach regulations as they apply to Client's specific use case and jurisdiction.
All systems, workflows, automation templates, software, code, methodologies, frameworks, dashboards, training materials, reports, and proprietary processes developed or used by Scalier in connection with the Services ("Scalier IP") remain the sole and exclusive intellectual property of B Carter Consulting LLC. Nothing in this Agreement grants Client any ownership interest in Scalier IP.
Upon full payment and during the active term of the Agreement, Client receives a limited, non-exclusive, non-transferable license to use the Services and their outputs solely for Client's internal business purposes.
Client retains full ownership of all data, content, business information, customer lists, and materials provided to Scalier for the purpose of delivering Services ("Client Materials"). Client grants Scalier a limited, non-exclusive license to use Client Materials solely as necessary to perform the Services.
Custom deliverables created specifically for Client (such as website designs, custom workflow logic, or branded content) become Client's property upon receipt of full payment for the applicable project. Generic or reusable components, templates, and underlying infrastructure remain Scalier's property.
Scalier reserves the right to reference Client as a customer and describe the general nature of services provided for marketing purposes, including in case studies, testimonials, and portfolio materials, unless Client provides written objection. Scalier will not disclose confidential Client data or metrics without written authorization.
Each party agrees to hold in strict confidence all non-public, proprietary, or otherwise confidential information received from the other party ("Confidential Information"), including but not limited to: pricing, business strategies, customer lists, technical systems, financial information, and trade secrets.
Neither party shall disclose Confidential Information to third parties without the disclosing party's prior written consent, except as required by law or to professional advisors under binding confidentiality obligations.
Confidentiality obligations survive the termination of this Agreement for a period of 3 years following the date of termination.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by applicable law, regulation, or court order, provided the disclosing party is given reasonable prior notice.
Scalier makes no representations or warranties that the Services will generate any specific business results, revenue, leads, conversions, reviews, or other outcomes. Results depend on numerous factors outside Scalier's control, including market conditions, Client's business model, the quality of Client's products or services, and Client's own actions. Any projections, estimates, or case studies shared are illustrative only and do not constitute guarantees.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. SCALIER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SCALIER AI LLC, ITS MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL, EVEN IF SCALIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SCALIER'S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO SCALIER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
Scalier is not liable for any failures, outages, data loss, or other issues arising from third-party platforms including but not limited to GoHighLevel, Twilio, Google, or any other service provider used in connection with the Services.
Scalier is not liable for any delay or failure to perform resulting from causes outside Scalier's reasonable control, including but not limited to acts of God, natural disasters, pandemic, cyberattacks, internet outages, government actions, or third-party platform failures.
Client agrees to defend, indemnify, and hold harmless B Carter Consulting LLC and its members, officers, employees, contractors, 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:
Scalier will provide Client with prompt written notice of any claim subject to indemnification and reasonable cooperation in the defense of such claim. Client shall have control of the defense, provided that Scalier may participate at its own expense with counsel of its choosing, and no settlement that imposes obligations or liability on Scalier shall be made without Scalier's prior written consent.
This Agreement begins on the date the Client signs the order form or service agreement and continues on a month-to-month basis until terminated in accordance with this section.
Client may cancel the Services with 30 days' written notice sent to [email protected]. Client remains responsible for all fees due during the 30-day notice period. No pro-rated refunds are provided for the final billing period.
Scalier may terminate this Agreement immediately and without liability for any of the following reasons:
Upon termination: (a) all licenses granted under this Agreement immediately terminate; (b) Client must immediately cease using all Scalier systems, portals, and automations; (c) all outstanding fees become immediately due and payable; (d) each party will return or destroy the other's Confidential Information upon request; and (e) Scalier will provide Client with an export of their data within 15 business days of termination, after which Scalier may permanently delete Client data from its systems.
Sections 5 (Intellectual Property), 6 (Confidentiality), 7 (Disclaimers and Limitations), 8 (Indemnification), and 10 (Dispute Resolution) survive termination of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.
Before initiating any formal dispute resolution, the parties agree to attempt to resolve any dispute through good-faith negotiation. The party asserting the dispute must provide written notice describing the nature of the dispute and the relief sought. The parties will have 30 days from receipt of such notice to attempt informal resolution.
If informal resolution fails, any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Austin, Texas. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
CLIENT WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. ALL DISPUTES MUST BE BROUGHT INDIVIDUALLY.
Nothing in this section prevents either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm, including but not limited to protection of intellectual property or confidential information.
Client acknowledges that the use of automated text messaging and voice calling systems is subject to the Telephone Consumer Protection Act (TCPA) and related FCC regulations. Client represents and warrants that it has obtained, or will obtain prior to any campaign launch, all required written consent from recipients of automated communications. Client indemnifies Scalier against any TCPA claims arising from Client's campaigns.
Client is responsible for ensuring all email campaigns comply with the CAN-SPAM Act, including providing accurate sender information, a valid physical postal address, and a functional opt-out mechanism. Scalier will implement opt-out mechanisms where technically feasible, but ultimate compliance responsibility rests with Client.
Use of SMS services requires A2P 10DLC brand and campaign registration with applicable carriers. Client authorizes Scalier to submit registration on Client's behalf using information provided by Client. Client represents that all registration information is accurate and complete. Approval timelines are outside Scalier's control and Scalier is not liable for delays caused by carrier review processes.
Recipients of SMS messages sent through Scalier's systems may cancel the SMS service at any time by texting "STOP" to the sending number. After sending STOP, the recipient will receive one final confirmation SMS and will no longer receive messages. To re-subscribe, recipients may opt in again through the original sign-up method. If you are experiencing issues with the messaging program, reply with the keyword HELP for assistance, or contact us directly at [email protected] or (737) 444-5510. Reply HELP to any message for assistance.
Message and data rates may apply for any messages sent to or from Scalier's systems. Message frequency varies depending on your automation configuration and campaign type. For questions about your text plan or data plan, contact your wireless provider.
Carriers are not liable for delayed or undelivered messages.
If you have any questions regarding privacy, please read our privacy policy: getscalier.com/privacy
Client is solely responsible for compliance with any industry-specific regulations applicable to their business, including but not limited to licensing requirements for general contracting, state contractor regulations, and local business permit requirements. Scalier's Services do not constitute legal, financial, or regulatory advice.
This Agreement, together with any executed order forms, statements of work, and Scalier's Privacy Policy, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, agreements, and understandings, whether oral or written.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
Scalier's failure to enforce any provision of this Agreement shall not constitute a waiver of Scalier's right to enforce that or any other provision in the future.
Client may not assign or transfer any rights or obligations under this Agreement without Scalier's prior written consent. Scalier may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, with written notice to Client.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship between the parties.
All notices required or permitted under this Agreement must be in writing and sent to: B Carter Consulting LLC, Austin, Texas — Email: [email protected]. Notices are effective upon receipt.
Section headings are for reference purposes only and shall not affect the interpretation of this Agreement.