Terms of Service

First Light Holdings LLC, a North Carolina limited liability company (referred to as “First Light Holdings”, “Focal Campaign”, “Us”, “We”, or “our”) provides the Focal Campaign platform at focalcampaign.com and various related services (collectively, the “Platform”, “Site”, or “Services”) to you (referred to as the “User”, “Client”, or “Customer”), subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Service”, “Agreement”, or “Terms”), as well as any other written agreement between us and you. When using particular services or materials on the Platform, you may be subject to any posted rules applicable to such services, which are hereby incorporated by reference into these Terms.

BY USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND, PLEASE STOP USING THE PLATFORM NOW. YOUR REMEDY FOR DISSATISFACTION WITH THE PLATFORM, OR ANY PRODUCTS, SERVICES, CONTENT, OR INFORMATION AVAILABLE THROUGH IT, IS TO STOP USING THE PLATFORM. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE.

These Terms are effective as of the “Effective” date stated above. We expressly reserve the right to change these Terms from time to time. It is your responsibility to review these Terms periodically. Your continued use of the Platform after modifications will constitute acknowledgment of and agreement to the modified Terms.

As used in these Terms, references to our “Affiliates” include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, and partners, and include (without limitation) all parties involved in creating, producing, and/or delivering the Platform and its contents.

Focal Campaign is a marketing-automation platform for businesses that communicate with their customers by text message and email. The Platform provides contact management, campaign and automation building, text (SMS) and picture (MMS) messaging, email campaigns, phone-number intelligence, and the preparation and submission of the brand and campaign registrations that the mobile carriers require before business messaging traffic is permitted.

Focal Campaign is software. It is not a telecommunications carrier, and it is not the sender of your messages. We connect your account to a messaging supplier who in turn delivers to the mobile carriers. You compose the messages, you choose the recipients, and you are the party responsible under the Telephone Consumer Protection Act (TCPA) and equivalent state law for the communications you send. Section 5 and Section 6 set out what that responsibility means in practice.

You are responsible for providing, at your own expense, all equipment and Internet access necessary to use the Services. First Light Holdings grants you a non-exclusive, non-transferable, non-sublicensable license to access and use the Services in compliance with all applicable laws, regulations, and these Terms. We reserve the right to modify or discontinue the Platform, including any of its features, at any time, with or without notice. Any new features that augment or enhance the current Services shall also be subject to these Terms.

To access the Services, you may be required to (a) create an account by completing our registration process, which will request certain information (“Registration Data”), and (b) maintain and update your Registration Data as necessary. By registering, you confirm that all Registration Data is accurate and complete, and you agree to keep it up to date. Authentication may use passkey (WebAuthn) credentials and time-based one-time codes.

Registration Data for Focal Campaign includes the information the messaging registry requires to verify that a business is real — legal entity name, registered address, website, and tax identification number. That information must describe your actual business. Submitting inaccurate registration information causes rejections that cost money (Section 7), and misrepresenting the sending business is a material breach of these Terms.

All data you provide to us is subject to our Privacy Policy, which is incorporated by reference into these Terms. You understand that through your use of the Services, you consent to the collection and use of this information as outlined in the Privacy Policy. Account-related and transactional emails are exempt from marketing opt-out.

Your use of the Services and our processing of any Personal Data you provide (including the contact, subscriber, and lead data you load into the Platform) is subject to our Data Processing Agreement (“DPA”), which is incorporated by reference and forms an integral part of this Agreement. The DPA outlines our respective roles and responsibilities concerning data processing and compliance with applicable data protection laws. In general, Focal Campaign acts as a Data Processor for the contact data you collect from your audience and as a Data Controller for your own account data.

Your use of the Platform is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications and the data you load into and send through the Services.

Consent and lawful basis for your contacts. You are solely responsible for having a valid lawful basis and, where required, prior express consent (and, for marketing messages, prior express written consent) for every contact you load into the Platform and every recipient you message through it. You represent that you have the right to message those recipients. You may not upload, import, or message purchased, rented, scraped, or harvested lists of phone numbers or email addresses.

TCPA and state messaging law. You agree to comply with the Telephone Consumer Protection Act, the CTIA Messaging Principles and Best Practices, the messaging policies of the mobile carriers, and all applicable state telemarketing and messaging statutes, including those governing quiet hours, do-not-call registries, and message frequency disclosures. Where your industry is subject to additional restrictions — healthcare, financial services, lending, education, political messaging — compliance with those restrictions is yours.

CAN-SPAM compliance. You agree to comply with the CAN-SPAM Act of 2003 and all applicable anti-spam laws when sending email through the Platform. This includes using accurate and non-deceptive sender names, subject lines, and header information, identifying messages as advertisements where required, including a valid physical postal address, and honoring unsubscribe requests promptly. Focal Campaign provides an unsubscribe mechanism in messages sent through the Platform; you may not remove, disable, or circumvent it.

Prohibited content. The mobile carriers prohibit certain categories of message content outright, and we are obliged to enforce those prohibitions regardless of whether the underlying activity is lawful in your state. You may not use the Services for messages concerning cannabis, cannabidiol, or related products; firearms, ammunition, or weapons; tobacco, vaping, or nicotine products; alcohol where age is not verified; adult or sexually explicit content; illegal substances or paraphernalia; gambling or sweepstakes where not licensed; high-risk or payday lending; debt relief, debt collection where not licensed, or credit repair; get-rich-quick, work-from-home, or multi-level marketing offers; deceptive marketing; phishing; or any unlawful activity. This list reflects current carrier policy and may change when carrier policy changes.

Sender identity. You may not disguise or misrepresent the identity of the sender, send on behalf of a business other than the one registered on your account, or route another company’s messaging traffic through your account or registrations. The registered brand must be the business actually sending the messages. Aggregating unaffiliated senders behind one registration (“snowshoeing”) is prohibited by the carriers and by these Terms.

Prohibited conduct. You may not use the Services to transmit content or engage in activity that is illegal, deceptive, fraudulent, harassing, defamatory, or infringing of any third party’s intellectual property or other rights. You may not use your account to breach the security of another account or to gain unauthorized access to another network or server, interfere with others’ use of the Services, or introduce malware. Users who violate systems or network security may incur criminal or civil liability.

Not a consumer reporting agency. Focal Campaign is not a consumer reporting agency as defined by the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. (“FCRA”). Platform data, including any phone-number intelligence returned through the Services, is not a consumer report and must not be used for FCRA-regulated eligibility decisions, including determining eligibility for credit, insurance, employment, or housing.

We may, at our sole discretion, suspend or terminate your account, with or without notice, for violating any of the above provisions or any other term of this Agreement. We will cooperate with law enforcement authorities in investigating suspected criminal violations. If we terminate your account for cause, you will not be entitled to a refund for any paid but unused portion of the Services. If we terminate your account without cause, a pro-rated refund of any pre-paid, unused portion may be provided at our discretion or as required by law.

You are the sender. You obtain consent, you keep the record of it, and you must be able to produce that record if it is ever questioned by a carrier, a regulator, or a court. We do not obtain consent on your behalf and we cannot verify it for you. A record of consent is the defence to a messaging claim, and it is yours to hold.

What the Platform enforces automatically. When a recipient replies STOP, END, QUIT, UNSUBSCRIBE, CANCEL, or an equivalent keyword, we record the opt-out immediately, remove that recipient from any automation they are enrolled in, and refuse any further message to that number from your account. That refusal applies on every path into the Platform — the application, the API, scheduled campaigns, automations, and any connected assistant or integration — and it is not a setting you can switch off. We also respond to HELP as the carriers require.

Opt-out records are retained after your account closes, as described in the Privacy Policy, precisely because they are evidence. Attempting to clear, re-import over, or otherwise circumvent an opt-out is a material breach of these Terms and will result in suspension.

Everything else about your messaging programme remains yours: timing, frequency, content, the disclosures you make at the point of collection, and any additional restriction applicable to your industry or the states you message into.

Sending business messages to United States mobile numbers requires your business (a “brand”) and each messaging use case (a “campaign”) to be registered with the industry messaging registry and approved by the carriers. We prepare and submit those registrations on your behalf using the information you provide.

A person reviews every submission before it is sent to the registry. That review exists because the registry charges a fee for each submission, including each resubmission after a rejection, so a careless submission costs real money. It also means we may ask you to change something before we submit, or decline to submit a registration we believe will be rejected, that misdescribes your business, or that describes messaging we would not be permitted to carry.

Outcomes are not ours to decide. Registration approval, the time it takes, the throughput you are granted, and any later revocation are determined by the registry and the mobile carriers. We cannot guarantee approval, approval within any period, any particular sending throughput once approved, or that an approval will not later be withdrawn. Registry and carrier fees already incurred on your behalf are not refundable, including where a submission is rejected, because we have already paid them.

A registration is tied to the use case described in it. Materially changing what you send — a different offer, a different audience, a different message category — may require a new campaign registration and its associated fees.

If a mobile carrier, the messaging registry, our messaging supplier, or a regulator notifies us of a violation, complaint, or suspected violation involving traffic sent from your account, we may suspend your sending immediately and without prior notice, and in some cases we are contractually required to act within a fixed period measured in hours. We will tell you what we were told and what would need to change.

This is not a discretionary penalty we choose to apply. The carriers levy substantial financial penalties on the upstream provider for failing to act on a violation notice, and a prompt suspension protects your account, your phone numbers, and your registrations from being revoked outright. Where the underlying violation arises from your traffic or your content, any fine, penalty, or fee passed through to us is payable by you, and Section 14 applies.

Suspension of sending does not suspend your subscription. If a suspension is resolved in your favour, sending is restored; if it is not resolved within a reasonable period, we may terminate under Section 17.

The Services rely on and may contain links to third-party services, websites, or resources (collectively, “Third-Party Content”) that are not owned or controlled by First Light Holdings. These necessarily include the mobile carriers, our messaging supplier, the messaging registry, phone-number intelligence providers, email delivery providers, and payment processors. You acknowledge that First Light Holdings does not control, and is not responsible for, the availability, accuracy, legality, reliability, or appropriateness of any Third-Party Content, and disclaims all liability arising from your access to or use of it. Your interactions with third parties, including payment processors, are solely between you and such third party.

Copyright © 2024–2026 First Light Holdings LLC. All Rights Reserved.

What we own. The Platform, including its software (source and object code), application programming interfaces, website design, templates, workflows, documentation, and the Focal Campaign name, logos, and marks (collectively, “First Light Holdings Marks”), together with all intellectual property rights therein, is the exclusive property of First Light Holdings and/or its affiliates and licensors, and is protected by applicable intellectual property laws. Your use of the Services grants you only the limited license expressly stated in these Terms and no other rights. This Agreement does not grant you any rights to use the First Light Holdings Marks without prior written consent.

What you own. As between you and us, you retain ownership of your brand content and inputs, your contact and subscriber data, your message content, and the marketing outputs the Platform generates for you, subject to your payment for the Services. We claim no ownership of them, except for the limited right to host, process, transmit, and display them as necessary to provide the Services.

AI-assisted outputs. Some Platform features draft message content, campaign structure, or audience suggestions with the assistance of artificial intelligence based on the inputs you provide. Such outputs are provided without any guarantee of specific results, accuracy, performance, deliverability, or fitness for a particular purpose. You are responsible for reviewing every AI-assisted output before it is sent to anyone and for ensuring it is accurate, lawful, non-infringing, and compliant with carrier policy — an AI-drafted message is your message once you send it. First Light Holdings makes no representation that your use of the outputs or the Services will not infringe the rights of third parties.

ALL MATERIALS AND SERVICES ON THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, INCLUDING ANY AI-ASSISTED OUTPUTS, WILL BE EFFECTIVE, ACCURATE, OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION OBTAINED THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS OR BE FREE FROM ERRORS OR DEFECTS.

MESSAGE DELIVERY IS NOT WARRANTED. WE DO NOT CONTROL WHETHER A MOBILE CARRIER ACCEPTS, FILTERS, DELAYS, OR DELIVERS ANY GIVEN MESSAGE. DELIVERY DEPENDS ON THE RECIPIENT’S CARRIER, DEVICE, AND NETWORK, AND ON SPAM-FILTERING AND THROUGHPUT DECISIONS THAT CARRIERS MAKE UNILATERALLY AND WITHOUT NOTICE TO US. WE MAKE NO WARRANTY AS TO DELIVERY RATES, DELIVERY TIMING, THE ACCURACY OF ANY DELIVERY RECEIPT A CARRIER RETURNS TO US, REGISTRATION APPROVAL, OR THE ACCURACY OR COMPLETENESS OF ANY PHONE-NUMBER INTELLIGENCE RETURNED THROUGH THE SERVICES.

THE PLATFORM COULD INCLUDE TECHNICAL OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS, SERVICES, PRICES, AND PLAN DESCRIPTIONS AT ANY TIME WITHOUT NOTICE. USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK. YOU UNDERSTAND AND AGREE THAT TEMPORARY INTERRUPTIONS OF THE SERVICES MAY OCCUR, AND THAT WE HAVE NO CONTROL OVER THIRD-PARTY NETWORKS OR THE INTERNET ITSELF. WE ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATIONS OR SETTINGS. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

IN NO EVENT SHALL FIRST LIGHT HOLDINGS LLC OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR ANY SITE REFERENCED OR LINKED FROM IT, INCLUDING WITHOUT LIMITATION ANY UNDELIVERED, DELAYED, FILTERED, OR MISDIRECTED MESSAGE.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT THE FOREGOING LIMITATION IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, FIRST LIGHT HOLDINGS’S SOLE OBLIGATION TO YOU FOR DAMAGES SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO FIRST LIGHT HOLDINGS FOR THE SERVICES DIRECTLY GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, AND YOU AGREE THAT THE FOREGOING SHALL CONSTITUTE YOUR SOLE AND EXCLUSIVE REMEDY.

The foregoing limitation does not apply to your obligation to pay fees and pass-through charges under Section 20, or to your indemnity under Section 14 — those cover amounts that arise from your messaging rather than from our software.

Both parties agree not to disparage the other party, or the other party’s officers, directors, employees, shareholders, and agents, in any manner likely to be harmful to them or their business or personal reputation; provided that both you and First Light Holdings shall respond accurately and fully to any question, inquiry, or request for information when required by legal process.

You agree to defend, indemnify, and hold First Light Holdings LLC, its officers, directors, employees, agents, licensors, suppliers, and affiliates harmless from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from your use or misuse of the Platform or Services, the contacts or content you load or send, your marketing communications, or your violation of these Terms or applicable law.

For the avoidance of doubt, this indemnity expressly extends to: claims under the Telephone Consumer Protection Act or equivalent state law arising from messages sent from your account; the absence, invalidity, or unprovability of consent for any recipient; the content of any message you sent; a brand or campaign registration that misdescribed your business or your messaging; and any fine, penalty, surcharge, or fee levied on us by a mobile carrier, the messaging registry, or our messaging supplier as a result of traffic sent from your account. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

You are solely responsible for maintaining the confidentiality of your account credentials and for all actions taken under your account. You must take appropriate precautions to safeguard your account, and you are responsible for the security of the email account used for registration and recovery. Our personnel will never ask you for your credentials. You are prohibited from transferring or sharing your account with any third party, and we reserve the right to terminate an account that is shared in violation of this provision. First Light Holdings implements reasonable administrative, physical, and technical safeguards designed to protect the Services and the data we hold, as further described in our Privacy Policy and DPA.

API keys, access tokens, and any credentials issued for integrations are account credentials for the purposes of this Section. A message sent using your credentials is a message sent by you.

From time to time, the Platform may make promotional offers available. Your participation in any promotion is subject to any additional terms stated for that promotion. Focal Campaign does not display third-party advertising on the Platform, and the Services are subscription software, not ad-supported.

We may, at our sole discretion, suspend or terminate your access to all or part of the Platform, with or without notice, and for any reason, including any breach of this Agreement, non-payment, or a requirement imposed on us by a carrier, the registry, or a regulator. Any suspected fraudulent, abusive, or illegal activity may result in termination and may be reported to law enforcement. Upon termination or suspension, your right to use the Services will immediately cease, and we may deactivate or delete your account and associated data subject to our Privacy Policy, DPA, and data-retention practices.

You may cancel at any time, effective at the end of the current billing period, by providing written notice to legal@focalcampaign.com or by using the cancellation control in the Platform. Cancelling stops future renewals; usage incurred before cancellation remains payable in arrears under Section 20.

On termination, your brand and campaign registrations may be deregistered and any leased phone numbers released, after which they cannot be guaranteed to be recoverable. Registry and carrier fees already incurred are not refundable, as we have already paid them. If we terminate your account for reasons other than your breach, you may receive a pro-rated refund of any unused pre-paid subscription amount, at our sole discretion unless otherwise required by law.

To the extent First Light Holdings makes any application programming interfaces (“APIs”), integrations, or assistant connectors available, your use is granted on the condition that you do not: (a) reverse engineer or attempt to extract the source code from any API or related software, except to the extent this restriction is prohibited by law; (b) interfere with, abuse, or disrupt the APIs or the servers or networks providing them; (c) sublicense an API for use by a third party or create a competing service that functions substantially the same as the Platform without written approval; (d) use the APIs to replicate or compete with the core Services without written approval; (e) exceed API call limits or circumvent rate-limiting measures; or (f) use the APIs or Services in any manner that violates applicable laws, including those concerning data privacy, anti-spam, telecommunications, and consumer protection. You are responsible for ensuring your use of any data obtained through the API complies with all such laws.

Every compliance control in these Terms applies identically on the API and on any connected assistant. Opt-out enforcement, destination restrictions, registration requirements, and prohibited-content rules are enforced at the sending layer and cannot be bypassed by using a programmatic interface.

First Light Holdings may offer free trials or introductory access subject to certain limitations stated on the Platform. You are prohibited from creating multiple accounts, using VPNs or proxies, or employing automated means to circumvent these limitations for the purpose of obtaining duplicate or excessive free access. Any attempt to abuse such offerings may result in suspension or termination of the related accounts. Registration and carrier fees are payable regardless of any trial on the subscription fee, because they are paid to third parties on your behalf.

Subscription and credits. Focal Campaign is offered on a subscription basis. A plan includes a monthly allowance of message credits. One credit is one text message segment — a message longer than a single segment consumes one credit per segment, and the segment length depends on the characters used, so messages containing emoji or certain punctuation segment sooner. A picture (MMS) message consumes three credits. Messages that recipients send to you are not charged. Credits are allocated for the billing month, do not carry over to the next month, are shared across all campaigns on the account, and have no cash value.

Pass-through charges. Mobile carriers levy per-message surcharges, and the messaging registry levies brand and campaign fees. These appear on your invoice as separate line items and are billed at cost — we do not mark them up. They change when the carriers and the registry change them: an increase is reflected on your invoice from the date it takes effect, and a decrease is reflected from the following billing month. Phone number leases, number lookups, and any usage beyond your plan allowance are charged at the rates published in the Platform, which we may change on notice.

How billing works. Subscription and recurring fees are charged in advance for the coming period. Usage — overage credits, pass-through surcharges, lookups, and any one-off charges — is charged in arrears for the period just ended. By subscribing you authorize us and our payment processor to charge the applicable amounts to your payment method. We do not store full payment card numbers; card data is handled by the processor. Subscriptions automatically renew for successive billing periods at the then-current rate unless cancelled before the renewal date, and you are responsible for keeping your payment method current. If a payment fails or your account becomes past due, we may suspend sending, suspend or downgrade access, or terminate under Section 17.

Taxes. All fees are exclusive of tax. You are responsible for any sales, use, value-added, communications, or similar taxes arising from your purchase of the Services, other than taxes on our net income, and we will add any such tax we are required to collect. If you are exempt, you must provide a valid exemption certificate before the exemption can be applied.

Except where required by applicable law or expressly stated in a specific refund policy, subscription fees are non-refundable, and cancelling stops future renewals but does not entitle you to a refund for the current billing period. Any founding or promotional pricing applies only while your subscription remains continuously active, unless otherwise stated.

Standard plans cover messaging to mobile numbers in the United States and Canada. Other destinations are not enabled by default and are refused at the point of sending.

This includes destinations whose numbers begin +1. Jamaica, Trinidad and Tobago, the Bahamas, Bermuda, the Dominican Republic, Puerto Rico, and a number of other territories share the North American Numbering Plan but are rated as international by the carriers, at rates that can exceed twenty-five times the domestic rate per segment. Because a single campaign to such a destination can cost more than an entire subscription, these destinations require a separate written agreement with rates specific to them.

If you need to message outside the United States and Canada, contact us and we will quote the applicable rates. Attempting to circumvent destination restrictions is a material breach of these Terms.

First Light Holdings may occasionally offer an affiliate or referral program. The terms of any such program will be made available separately and will govern participation in that program.

In connection with the Services, you load contact data (phone number, email address, name, custom fields, tags, consent and opt-out events, and message and engagement history) and message content into the Platform (“Client Data”). First Light Holdings processes Client Data solely to provide and support the Services, as further described in the DPA and Privacy Policy, and acts as your Data Processor with respect to it. You are the Controller of that data and are responsible for ensuring you have the right and lawful basis to load and message it.

We may use anonymized and aggregated data derived from use of the Services to improve and secure the Platform, provided such use does not identify you or any individual contact. We do not sell Client Data, we do not market to your contacts, and we do not use your contacts’ data for any purpose other than carrying out your instructions. You may export your Client Data at any time while your account is active. All Client Data is protected by reasonable security measures and handled in compliance with our Privacy Policy and DPA.

The Platform is multi-tenant, and an agency or partner (“Reseller”) may resell or provide access to the Services to its own end clients. If you are a Reseller, you are solely responsible for your end clients, including their onboarding, support, billing, and conduct, and you are the Data Controller of your end clients’ data as between you and them. You must pass through to your end clients terms that are at least as protective as these Terms and the DPA, including the acceptable-use, consent, and anti-spam obligations in Sections 5 and 6, and you must ensure your end clients comply with them.

Each end client that sends messages must be registered under its own brand and its own campaign. A Reseller may not send its end clients’ traffic under the Reseller’s own registration; the carriers treat that as unlawful aggregation and it will result in revocation of the registration and suspension of the account. First Light Holdings bears no responsibility or liability for the financial arrangements between a Reseller and its end clients, which are governed solely by the separate agreement between them. If you access the Services through a Reseller, these Terms govern your use of the Services, while all payment-related terms are governed by your agreement with that Reseller.

The Platform is controlled by First Light Holdings LLC. By accessing the Platform, both parties agree that the laws of the State of North Carolina, United States of America, without regard to its conflict-of-laws principles and the United Nations Convention on the International Sale of Goods, shall govern all matters related to the use of the Platform and the purchase of Services. Both parties consent to the exclusive personal jurisdiction and venue of any court of competent jurisdiction within the State of North Carolina for any disputes arising under this Agreement.

These Terms, together with the Privacy Policy and the Data Processing Agreement, represent the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, discussions, and understandings, whether written or oral. Any attempt to modify, supplement, or amend this Agreement, or to place an order subject to additional or altered terms, shall be null and void unless specifically agreed to in writing by both parties. In the event of any conflict between this Agreement and any other materials associated with the Platform, the terms of this Agreement shall prevail, except that the DPA governs in the event of a conflict on the subject of personal data.

Both First Light Holdings and Client mutually waive the right to a trial by jury. Any dispute between the parties must be brought solely in an individual capacity and not as part of any class action or representative proceeding. You acknowledge that this Agreement prohibits you from initiating legal or arbitration proceedings on behalf of others or joining proceedings filed by other parties.

Should any provision of this Agreement be held void, invalid, or inoperative, such decision shall not affect any other provision, and the remainder of this Agreement shall remain effective as though such provision had not been contained herein.

Sections of this Agreement that by their nature should survive termination will survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, outstanding payment and pass-through obligations, governing law, and intellectual property sections.

The failure of First Light Holdings to enforce any provision of these Terms shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

Each party warrants that it shall not, directly or indirectly, pay any commission, remuneration, or kickback secretively to the other party or any third party’s employees or officers, nor provide any improper gifts or hospitality, except for inexpensive advertising gifts given according to commercial practice. Any breach of this Section shall be regarded as a material breach, and the non-breaching party has the right to terminate this Agreement by written notice and to take further legal measures. The breaching party shall be responsible for all losses incurred by the non-breaching party as a result.

By using the Platform or Services, or by clicking to accept or agree to these Terms when that option is made available to you, you accept and agree to be bound by these Terms, our Privacy Policy, and our Data Processing Agreement, each incorporated herein by reference.

(a) Prevailing Party Fees. In any legal action to enforce these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, and other expenses.

(b) Limitation on Claims. Any claim arising out of or relating to this Agreement, the Services, or your relationship with First Light Holdings must be brought within one (1) year after the cause of action arises, after which it shall be deemed irrevocably waived.

(c) Assignment. You may not assign or transfer this Agreement without the prior written consent of First Light Holdings, and any purported assignment in violation of the foregoing shall be null and void. First Light Holdings may assign this Agreement freely, including in connection with a merger, acquisition, or corporate reorganization.

(d) Changes to these Terms. We will give at least 30 days’ notice by email before a change that materially affects you, except where a change is required sooner by a carrier, the messaging registry, or applicable law — in which case we will notify you as soon as we reasonably can.

(e) Notices. Notices to us go to legal@focalcampaign.com. Notices to you go to the email address on your account.