Effective Date: 23 April 2025
Entity: X18agency by Headson, LLC ("X18agency", "Headson", "we", "our", "us")
EIN: 35‑2834563
Registered Address: 651 N Broad St, Suite 201, Middletown, Delaware 19709, USA
These Terms of Service ("Terms") form a binding agreement between X18agency and the entity or person agreeing to them ("Client", "you", "your").
These Terms incorporate by reference any Order Form, Statement of Work ("SOW"), Data Processing Addendum ("DPA"), Service Level Agreement ("SLA"), and our Privacy Policy. If any conflict arises, the order of precedence is: (1) Order Form/SOW, (2) SLA, (3) DPA, (4) these Terms, (5) Privacy Policy.
3.1 Subscription Services. Subject to payment of fees and compliance with these Terms, X18agency grants Client a limited, non‑exclusive, non‑transferable, revocable licence during the Term to access and use the Subscription Services for Client's internal business purposes.
3.2 Onboarding. Standard onboarding includes up to 2 hours of remote sessions during the first 4 weeks. Client's active involvement—supplying data, credentials, approvals, and availability in accordance with the mutually agreed onboarding plan—is mandatory. Any delay or failure by Client to meet these obligations will not (a) pause or extend the Subscription Service term, (b) adjust invoicing schedules, or (c) justify non‑payment of fees.
3.3 Dedicated Phone Numbers & SMS. Certain packages include a dedicated A2P 10DLC‑registered telephone number supplied via Twilio or equivalent carrier ("Messaging Services"). Deliverability is carrier‑dependent; X18agency does not guarantee message receipt. X18agency will handle the submission of required A2P 10DLC (or equivalent) carrier registrations on Client's behalf and will promptly relay carrier approvals for dedicated phone numbers to Client. Activation of any number depends on such approval and on Client's timely provision of all data, use‑case details, and sample message content reasonably requested by X18agency. All carrier registration, pass‑through, and per‑message fees for Messaging Services are bundled into the Client's subscription package and will not be invoiced separately.
4.1 No Control or Liability. The Services interoperate with Third‑Party Services (e.g., Google, Facebook, Twilio). X18agency has no control over, and disclaims all liability arising from, Third‑Party Services, including changes to their terms, APIs, or availability.
4.2 Compliance. Client must comply with all applicable third‑party terms, including without limitation: Google Terms of Service, Facebook Terms, Twilio Terms, LinkedIn User Agreement, and any site that hosts reviews.
4.3 Review Sites & Gating. Client must not employ review‑gating or solicit "fake\" reviews. All review requests must give recipients equivalent options to publish feedback irrespective of sentiment. X18agency may suspend the Services for non‑compliance.
5.1 Consent. Client represents that it has obtained, and will maintain, all legally required express consents (opt‑in) from end‑users before sending SMS, MMS, email, or other communications via the Services.
5.2 A2P 10DLC. Client must maintain an active 10DLC campaign registration. X18agency will act as Client's agent for registration purposes. Any carrier or messaging fees related to such registration are already included in the Subscription package and will not be billed separately. Failure to maintain compliant status may result in suspension.
Client must maintain reasonable safeguards for account credentials, promptly disable access for departed personnel, and notify X18agency of any breach. Client is liable for actions taken via its credentials.
Fair use is defined as no more than 3 × the average monthly API calls, emails, or SMS per Location compared with similarly situated customers. X18agency may limit throughput or invoice excess usage at prevailing rates.
Client shall not, and shall not permit any third party to:
9.1 Invoices & Due Dates. Unless stated otherwise in an Order Form, all fees are invoiced in USD and are due 14 days before the Engagement Start Date.
9.2 Late Payments. Overdue amounts incur the lesser of 1.5 % per month or the maximum lawful rate. X18agency may suspend Services for accounts more than 30 days past due.
9.3 Auto‑Renewal & Price Adjustments. Subscriptions renew for successive terms equal to the initial term unless either party provides 90 days' written notice of non‑renewal. X18agency may adjust recurring fees on renewal by up to the greater of (i) 8 % or (ii) CPI‑U for the preceding 12 months.
9.4 Taxes. Fees are exclusive of all taxes, duties, and government charges. Client is responsible for all such taxes except those based on X18agency's net income.
The Platform, all related technology, and all modifications thereto are and remain the exclusive property of X18agency (or its licensors). Client retains ownership of Client Data. Client grants X18agency a worldwide, non‑exclusive, royalty‑free licence to host, process, and display Client Data solely to provide the Services, and to use anonymised or aggregated data for analytics and product improvement.
X18agency will process Personal Data in accordance with its Privacy Policy and DPA. X18agency shall maintain administrative, technical, and physical safeguards aligned with industry‑standard best practices. Security incidents involving Client Data will be reported without undue delay and remediated promptly.
Each party shall protect the other's Confidential Information using the same care it applies to its own confidential data, but not less than reasonable care, and shall use such information solely to perform under these Terms. Obligations survive 5 years after termination (perpetually for trade secrets).
13.1 Mutual Warranty. Each party warrants it has full power to enter into these Terms.
13.2 X18agency Warranty. X18agency warrants that the Subscription Services will materially conform to documentation, and Professional Services will be performed in a competent, workmanlike manner.
13.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON‑INFRINGEMENT. X18AGENCY DOES NOT WARRANT THAT USE OF THE SERVICES WILL INCREASE SEARCH RANKINGS, REVENUE, OR THE VOLUME OF POSITIVE REVIEWS.
14.1 No Consequential Damages. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS.
14.2 Aggregate Cap. EXCEPT FOR (i) WILLFUL MISCONDUCT, (ii) GROSS NEGLIGENCE, (iii) INDEMNITY OBLIGATIONS, OR (iv) DATA BREACHES CAUSED BY A PARTY, EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT IN THE 12 MONTHS PRECEDING THE EVENT. For categories (i)–(iv), the cap is 2 × such amounts.
14.3 Claims Period. Any claim must be filed within 12 months of the cause of action.
15.1 By Client. Client shall indemnify and hold harmless X18agency from third‑party claims arising from (a) Client Data, (b) Client's breach of Section 5 (Compliance) or Section 8 (Restrictions), or (c) use of the Services in violation of law.
15.2 By X18agency. X18agency shall defend Client against claims that the Platform infringes valid U.S. intellectual‑property rights, and will pay final judgments or settlements, provided Client (i) promptly notifies X18agency, (ii) grants sole control of defence, and (iii) provides assistance. If the Platform is enjoined, X18agency may obtain continuation rights, replace/modify to be non‑infringing, or terminate affected Services with a pro‑rata refund.
16.1 Term. These Terms commence on the Effective Date and continue while any Order Form or SOW is in effect.
16.2 Termination for Cause. Either party may terminate for material breach not cured within 30 days of written notice.
16.3 Effect. Upon termination, (i) all licences cease, (ii) outstanding fees become immediately due, and (iii) each party shall return or destroy the other's Confidential Information. Client may export Client Data for 30 days post‑termination.
16.4 Survival. Sections 8–15, 16.3, and 18 survive termination.
We may modify non‑material features or these Terms from time to time. Material changes will become effective at the start of the next renewal term unless you object within 30 days of notice. Continued use constitutes acceptance.
These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict‑of‑law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
Notices must be in writing and delivered by personal delivery, courier, certified mail (return receipt), or email to info@x18agency.com (for X18agency) or the Client contact on the Order Form.
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