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Terms of Service

Effective date: October 25, 2026

These Terms of Service govern your access to and use of offbrand.app and the services provided by Offbrand, operated by Diego R Smith d/b/a Offbrand, Orlando, Florida ("Offbrand," "we," "us").

By accessing the site or using our services, you agree to these Terms. If you do not agree, do not use them.

1. Relationship to your service agreement

If you have signed a service agreement with Offbrand, that agreement governs your specific services, pricing, and obligations. Where these Terms and your signed agreement conflict, your signed agreement controls. These Terms apply to everyone who uses the site and to any aspect of our services not addressed in a signed agreement.

2. Eligibility and accounts

Our services are for businesses and individuals legally able to enter binding contracts. You represent that the information you provide is accurate, that you are authorized to bind any business you represent, and that you will use the services for lawful business purposes.

You are responsible for maintaining the confidentiality of your credentials and for all activity under your account, including that of your employees and contractors.

3. Our services

Offbrand provides marketing automation, customer relationship management, artificial intelligence agents, messaging systems, and related configuration and support services. We may modify, improve, or replace features, providers, and underlying technology at any time, provided the described functionality is maintained.

4. Fees

Fees are set out in your service agreement. Unless stated otherwise there: payment is due in advance, all fees are exclusive of taxes, setup fees are non-refundable, and unpaid amounts may result in suspension. Prices may be adjusted with thirty days written notice.

5. Acceptable use

You may not use our services to:

  • Violate any law or regulation
  • Send unsolicited or bulk communications, or message anyone who has not given prior express consent
  • Use purchased, rented, or scraped contact lists
  • Transmit fraudulent, deceptive, defamatory, obscene, harassing, or discriminatory content
  • Infringe the intellectual property or privacy rights of others
  • Distribute malware or attempt unauthorized access to any system
  • Impersonate any person or entity
  • Copy, resell, sublicense, or reverse engineer our systems, workflows, templates, or configurations
  • Operate in categories prohibited by carriers or platforms, including payday lending, gambling, controlled substances, firearms, and high-risk financial schemes

Violation permits immediate suspension or termination without refund.

6. Messaging compliance

If you use our messaging services, you are the sender of all communications. You are solely responsible for obtaining and documenting prior express consent from every recipient under the TCPA, CAN-SPAM, and all applicable law, for honoring opt-out requests, and for the content of your messages. Carrier registration is required and approval is not guaranteed. Carriers may filter, block, or suspend traffic at their discretion, and we do not control those decisions.

7. Artificial intelligence

Our services use artificial intelligence, which is probabilistic and not deterministic. AI may produce inaccurate, incomplete, or unexpected output, may fail to respond, or may misinterpret a request. AI output is not professional, legal, medical, or financial advice. You are responsible for reviewing AI-generated content, supervising automated conversations, and consulting licensed professionals where appropriate.

8. Intellectual property

All systems, workflows, templates, snapshots, configurations, AI prompts, documentation, and the Offbrand name and branding are the exclusive property of Offbrand. You receive a limited, non-exclusive, non-transferable, revocable license to use them solely while receiving services.

Content you provide remains yours. You grant us a limited license to use it to deliver the services, and you represent that it does not infringe the rights of any third party.

9. Third-party services

Our services run on third-party platforms, including hosting providers, CRM platforms, telecommunications carriers, AI providers, and payment processors. We are not responsible for their outages, policy changes, price increases, account suspensions, or failures, and your use is subject to their terms.

10. Disclaimers

Services are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted operation.

We do not guarantee any business result, including leads, appointments, conversions, reviews, or revenue. We do not guarantee message delivery, service uptime, regulatory approval, or compliance with any law applicable to your business, including the ADA, WCAG, HIPAA, GDPR, CCPA, or TCPA. Compliance is your responsibility.

11. Limitation of liability

To the fullest extent permitted by law, the total liability of Offbrand and Diego R Smith for all claims arising from or relating to these Terms or the services will not exceed the total fees you paid to Offbrand in the three months preceding the event giving rise to the claim.

We are not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost business opportunities, loss of data, business interruption, regulatory fines, or reputational harm, even if advised of the possibility.

This limitation applies expressly to AI-generated output, undelivered messages, incorrectly scheduled appointments, service interruptions, regulatory delays, and third-party failures.

Any claim must be brought within six months of the event giving rise to it, or it is waived.

12. Indemnification

You agree to defend, indemnify, and hold harmless Offbrand and Diego R Smith personally from any claim, demand, fine, penalty, proceeding, or expense, including reasonable legal fees, arising from your content, your campaigns, your violation of law or of these Terms, your failure to obtain valid consent, claims by your own customers, or inaccurate information you provide. We control our own defense; you may not settle any claim affecting us without our written consent.

13. Suspension and termination

We may suspend or terminate access immediately for non-payment, violation of these Terms, illegal or unethical conduct, or activity that in our reasonable judgment creates legal, regulatory, reputational, or infrastructure risk. Termination does not relieve you of payment obligations already accrued.

14. Dispute resolution and arbitration

Please read this section carefully. It affects your legal rights.

Before starting any proceeding, the complaining party must give written notice and both parties will attempt to resolve the matter in good faith for thirty days.

Any dispute arising from or relating to these Terms or the services will be resolved by binding arbitration administered by the American Arbitration Association, seated in Florida and governed by Florida law. Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. Arbitration will be conducted on an individual basis only. Class actions, class arbitrations, and representative claims are waived. Both parties waive the right to a jury trial.

Exceptions. Either party may bring an individual claim in small claims court. Either party may seek injunctive relief in court to protect intellectual property or confidential information, or to prevent imminent harm.

15. Governing law

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law principles.

16. General

If any provision is held unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them to a successor entity, including a limited liability company formed in the future. These Terms, together with your service agreement and our Privacy Policy, constitute the entire agreement between us. No third party has any right to enforce these Terms.

We may update these Terms. Material changes will be posted here with a revised effective date. Continued use constitutes acceptance.

17. Contact

Offbrand (Diego R Smith d/b/a Offbrand)
Orlando, Florida
[email protected]