Terms and conditions

Effective date: August 14, 2026  ·  Last updated: August 14, 2026

These terms govern your use of spannsystems.com and, unless a signed agreement says otherwise, the services provided by Spann Systems, LLC ("Spann Systems," "we," "us"). By using the site or engaging us, you agree to them. If you do not agree, do not use the site.

1. Definitions

  • Services — the AI automation, messaging, CRM configuration, and related work we provide.
  • Client — a business that has engaged us under a proposal, order form, or statement of work.
  • SOW — the proposal, order form, or statement of work describing scope, fees, and term.
  • Client Data — data a Client or its customers provide to or generate within the Services.
  • Platform — a third-party system the Services depend on, including the CRM and automation platform, messaging carriers, email providers, and social and advertising networks.

2. Order of precedence

If a signed SOW or master services agreement conflicts with these terms, the signed document controls for that engagement. These terms fill any gap it leaves.

3. The services

We provide the Services described in the SOW. Work outside that scope is a change order and is quoted separately. Timelines assume the Client supplies access, content, approvals, and decisions when asked; delays on the Client side move delivery dates by at least the length of the delay.

4. Fees, billing, and refunds

  • Fees, billing frequency, and any setup fee are set out in the SOW.
  • Recurring fees are billed in advance and are due on the invoice date unless the SOW says otherwise.
  • Platform, carrier, messaging, telephony, AI usage, and advertising costs are passed through at cost or billed directly to the Client's own account, and are not included in our fees.
  • Invoices unpaid after 10 days may incur interest at 1.5% per month or the maximum the law allows, whichever is lower, and we may suspend the Services after written notice.
  • Setup fees and work already performed are non-refundable. Prepaid, unused recurring fees are refunded pro rata if we terminate without cause.
  • Fees are exclusive of taxes; the Client is responsible for any applicable sales or use tax.

5. Client responsibilities

The Client is responsible for:

  • The accuracy and lawfulness of all content, offers, claims, and contact lists it provides.
  • Maintaining its own accounts with each Platform and paying those Platforms directly where applicable.
  • Reviewing and approving message templates, AI prompts, and automated sequences before they go live.
  • Monitoring conversations for anything requiring a human response, and for regulated advice.

6. Messaging compliance and consent

Consent warranty. The Client warrants that every phone number and email address it supplies to us, or loads into a system we operate, has given the consent required by applicable law for the messages that will be sent to it — including prior express written consent for marketing SMS or calls where the TCPA requires it — and that the Client holds records evidencing that consent.

We build systems to be compliant by design: unchecked consent boxes, honest AI disclosure, honored opt-outs, quiet hours, and required disclosures. We will not build a system that denies being automated when a person asks, that routes unhappy customers away from leaving a public review, or that messages a list the Client cannot evidence consent for.

The Client is the sender of record for its own messaging. The Client is responsible for registering its own A2P 10DLC brand and campaigns, for the accuracy of that registration, and for compliance with the TCPA, CAN-SPAM, state telemarketing and bot-disclosure laws, carrier rules, and each Platform's policies. We assist with registration; we do not guarantee approval, timing, or throughput, all of which the carriers and Platforms control.

The Client will indemnify us for claims arising from messages sent to contacts the Client supplied without the required consent, as set out in section 13.

7. AI-generated output

Parts of the Services generate text automatically. AI output can be wrong, incomplete, or oddly phrased. It is not legal, financial, medical, tax, or other professional advice, and it must not be presented to end customers as such. The Client is responsible for reviewing configured prompts and for the content its systems send once approved. We are not liable for the substance of an automated message the Client approved.

8. Third-party platforms

The Services run on Platforms we do not own or control. Those Platforms change their features, pricing, policies, rate limits, and messaging windows without notice to us, and any of those changes can reduce or break functionality. We are not responsible for a Platform's downtime, policy change, account suspension, price increase, or discontinuation. Where a change materially breaks a delivered system, we will tell the Client promptly and propose the closest available alternative.

9. Acceptable use

You may not use the site or the Services to send unlawful, deceptive, harassing, or unsolicited messages; to impersonate any person; to promote unlawful products or services; to scrape, reverse engineer, or resell our systems without written permission; or to interfere with the security or operation of any system. We may suspend the Services immediately for a breach of this section.

10. Intellectual property

We retain ownership of our own frameworks, prompt architectures, workflow logic, automation templates, snapshots, documentation, and know-how, including anything we developed before the engagement and any general improvements made during it. On full payment, the Client receives a perpetual, non-exclusive, non-transferable license to use the configured system in its own business, and owns any deliverable created specifically and exclusively for it, together with all Client Data.

The Client keeps ownership of its brand, content, and Client Data, and grants us a limited license to use them to deliver the Services.

Site content, the Spann Systems name, wordmark, and logo are our property. Do not use them without written permission.

11. Confidentiality

Each party will protect the other's non-public business information with at least reasonable care, use it only to perform under these terms, and not disclose it except to people who need it and are bound by similar obligations. This does not cover information that is public through no fault of the recipient, already known, independently developed, or required to be disclosed by law.

12. No guarantee of results

We do not guarantee any specific number of leads, appointments, conversions, revenue, response rate, or return on investment. Any figure in a case study, proposal, or marketing material reflects a past result for a specific business and is not a promise of your result. Outcomes depend on the Client's offer, market, pricing, sales follow-through, and factors outside our control.

13. Disclaimers

THE SITE AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE FEES THE CLIENT PAID US IN THE THREE (3) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR LIABILITY THAT CANNOT BE LIMITED BY LAW.

15. Indemnification

The Client will defend, indemnify, and hold us harmless from any third-party claim, penalty, fine, or regulatory action, and related costs and reasonable legal fees, arising from: (a) messages sent to contacts the Client supplied without the consent warranted in section 6; (b) content, claims, or offers the Client provided or approved; (c) the Client's breach of these terms or of applicable law; or (d) the Client's use of the Services outside the approved configuration.

We will defend and indemnify the Client against a third-party claim that our own deliverables, used as delivered, infringe that party's intellectual property rights.

16. Term and termination

Engagements run for the term in the SOW and renew as stated there. Either party may terminate for convenience on 30 days' written notice, or immediately for a material breach the other party has not cured within 30 days of written notice. On termination the Client pays for work performed through the termination date. We will provide the Client's data and transfer or export the configured assets in a commercially reasonable format for 30 days after termination, after which we may delete them. Sections 10, 11, 13, 14, 15, and 17 survive termination.

17. Governing law and disputes

These terms are governed by the laws of the State of North Carolina, without regard to its conflict of laws rules. Before filing anything, the parties will attempt to resolve the dispute in good faith for 30 days starting with written notice. Any dispute that remains will be brought exclusively in the state or federal courts located in Wake County, North Carolina, and both parties consent to that jurisdiction. Each party may still seek injunctive relief for misuse of intellectual property or confidential information.

18. General

  • Independent contractor. We are an independent contractor, not the Client's employee, partner, or joint venturer.
  • Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, including Platform outages and carrier actions.
  • Assignment. Neither party may assign these terms without the other's written consent, except to a successor in a merger or sale of substantially all assets.
  • Severability. If a provision is unenforceable, the rest stays in force.
  • No waiver. Not enforcing a provision once does not waive it.
  • Entire agreement. These terms plus any signed SOW are the whole agreement and replace prior discussions on the same subject.

19. Changes to these terms

We may update these terms. The "last updated" date above shows the current version. Material changes take effect for existing Clients at the start of their next renewal term, or on 30 days' written notice.

20. SMS program terms

This section covers the text messages Spann Systems, LLC sends to you. It is written for the person receiving them rather than for our Clients.

What we send. Two separate programs, and you choose each one on its own. Our customer care program sends replies to enquiries you start, appointment confirmations and reminders. Our marketing program sends offers, service updates and news about what we build.

How you join. By ticking an unchecked consent box on a form on this site, by replying to start a conversation, or by otherwise agreeing in writing. Consent to either program is never a condition of buying anything from us.

Message frequency. Up to 4 messages per month.

Cost. Message and data rates may apply. Any charges from your mobile carrier are your responsibility.

How you stop. Reply STOP to any message. You will receive one confirmation and we will send no further texts to that number unless you opt in again.

How you get help. Reply HELP to any message, email [email protected], or call (703) 895-2202.

Your data. No mobile information will be shared with third parties or affiliates for marketing or promotional purposes. See our Privacy policy for the full detail.

Delivery. Carriers are not liable for delayed or undelivered messages. Supported carriers may change without notice, and the service is provided on an as-is basis.

21. Contact

Spann Systems, LLC
1017 Overlook Ridge Rd., Wake Forest, NC 27587
Email: [email protected]
Phone: (703) 895-2202

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