Terms of Service
A brand of LTVplus, LLC · Last updated September 4, 2026
1. Definitions
“Winback Engine” means LTVplus, LLC, operating the Winback Engine brand. “Customer” means the business named in an Order Form. “Order Form” means an order form issued by Winback Engine and signed by Customer that incorporates these Terms. “Services” means the reactivation services in Section 3. The LTVplus Privacy Policy and Cookie Policy (ltvplus.com/privacy-policy-and-cookie-policy) and Data Processing Agreement (ltvplus.com/data-processing-agreement) are incorporated by reference.
2. Order Forms
Customer orders the Services by signing an Order Form, which states the fees, billing, any deposit, credit, or refund terms, the term, and any special terms. If an Order Form and these Terms conflict, the Order Form controls, and where these Terms state a default, the Order Form may vary it. An Order Form changes only by a new Order Form or a signed amendment. Signing an Order Form is acceptance of these Terms.
3. Services
Winback Engine’s trained human agents contact Customer’s Lapsed Customers by telephone, text, or email, on Customer’s behalf, to encourage them to rebook, renew, or repurchase, using data Customer provides.
4. Customer obligations
Within five (5) business days of signing, Customer will provide its lapsed-customer data (name, phone, email where available, last transaction date) and give Winback Engine read access to or exports from its booking and billing systems, and will keep that access working. Customer decides which special offers, discounts, or pricing agents may extend; Winback Engine will use only offers Customer has approved, and Customer will honor them. Customer will forward do-not-contact requests within one (1) business day and grants Winback Engine a license to use its name, marks, and approved offers to perform the Services. Where Customer directs agents to take payments or deposits in Customer’s systems, agents act solely on Customer’s instructions, and Customer is responsible for those systems’ security and compliance. If data and access are not provided within fourteen (14) days of signing, Winback Engine may cancel the Order Form and refund any deposit paid.
5. Net Recovered Revenue and Attribution
A “Lapsed Customer” is a customer of Customer with no transaction in the forty-five (45) days before Winback Engine’s first Contact. A “Contact” is a call, voicemail, text, or email from Winback Engine to a Lapsed Customer; where there are several, the most recent before the booking or purchase counts.
Revenue from a Lapsed Customer’s booking, renewal, or purchase is attributed to Winback Engine by when the booking or purchase is made relative to the most recent Contact, counting the calendar day of the Contact as Day 1:
| Booking or purchase made on | Attributed |
|---|---|
| Day 1 or Day 2 (day of Contact and the next day) | 100% |
| Days 3 to 4 | 75% |
| Days 5 to 7 | 50% |
| Day 8 or later | 0% |
“Attributed Revenue” is the booked or purchased amount, after discounts, multiplied by that percentage. “Net Recovered Revenue” for a week is the Attributed Revenue for bookings and purchases made in that week, plus upsells added at the time of service, less no-shows, cancellations, downsells, refunds, and chargebacks.
Performance fees are invoiced weekly on the bookings and purchases made in the preceding week, whether or not the service has yet been rendered. Adjustments for upsells, no-shows, cancellations, downsells, refunds, and chargebacks are applied on the next invoice once known. Customer’s booking and billing systems are the system of record. Customer must raise any dispute of an invoiced amount in writing within seven (7) days of the invoice; the Parties will reconcile in good faith against the system of record, and any correction is credited or debited on the next invoice. Disputes do not suspend payment. Unless the Order Form states otherwise, this Section applies to all phases of the engagement.
6. Fees and payment
Fees. Fees are stated in the Order Form. One-time fees are due on signing; performance fees are invoiced weekly in arrears, and none is due for a week with no Net Recovered Revenue. Fees in a signed Order Form do not change; new pricing requires a new Order Form. Fees exclude sales and use taxes, which Customer pays. Except as stated in the Order Form, fees paid are non-refundable.
Deposits. Where the Order Form provides a deposit credited against performance fees, fees are billed only on Net Recovered Revenue above the credited amount. Any refund of a deposit is on the conditions stated in the Order Form, is requested within ten (10) days after the Pilot ends, and is paid to the original payment method within ten (10) business days, including any processing surcharge paid on it.
Payment. Customer provides a bank account (ACH) or credit card on signing, keeps a working method on file, and authorizes Winback Engine’s processor to charge or debit it for amounts due. Credit card payments may carry a processing surcharge as stated in the Order Form. Customer may change the method through the link Winback Engine provides. If a charge fails, Customer must provide a working method within seven (7) days; Winback Engine may suspend the Services while an invoice is more than seven (7) days overdue, and fees continue to accrue on Contacts already made. Customer will contact info@winbackengine.com before disputing a charge with its bank; a chargeback of an authorized charge is a payment default.
7. Pilot and Ongoing Term
The engagement begins with a thirty (30) day Pilot from Winback Engine’s first call, unless the Order Form states otherwise; deposit, credit, and refund terms are those in the Order Form. At the end of the Pilot, Customer may continue month to month (the “Ongoing Term”) by written notice, including email, before the Pilot ends; otherwise the engagement ends with the Pilot. Fees accrued on Pilot Contacts remain payable either way. The Ongoing Term continues on the Order Form fees until ended under Section 12.
8. Customer data and compliance
Customer’s data and customer lists remain Customer’s property; Winback Engine processes them only to perform the Services and under the Data Processing Agreement.
Customer represents that it collected its customer data lawfully; has all rights, disclosures, and consents needed for contact by telephone, text, and email, including by a service provider acting on its behalf and including prior express written consent where required for texts; and that its data excludes people who asked not to be contacted. Winback Engine will comply with applicable outbound-communication laws, honor opt-out requests, and identify Customer as the business on whose behalf it is contacting the customer.
Customer acknowledges that calls may be recorded for quality, training, and accountability, and authorizes such recording. Recordings and contact logs are Winback Engine’s records.
Each Party is responsible for its own compliance: Customer for its data, contact rights, and instructions; Winback Engine for its agents’ conduct.
9. Intellectual property and acceptable use
Customer’s data and lists remain Customer’s. Winback Engine may use aggregated, de-identified data to operate and improve the Services. Winback Engine’s scripts, playbooks, methods, training materials, and tooling remain its property. No rights are granted except as stated. Customer will not use the Services to violate any law or third-party right, or to contact people it knows have asked not to be contacted, and warrants that the content it provides complies with law and third-party rights, licensing it to Winback Engine solely to perform the Services.
10. Confidentiality and publicity
Each Party will keep the other’s Confidential Information - non-public technical, business, or customer information, excluding information that is or becomes public without breach, was already known, is independently developed, or must be disclosed by law - confidential, use it only to perform under these Terms, and return or delete it on request, during the term and for two (2) years after. Winback Engine will not sell, share, or rent Customer’s personal information. Breach may cause irreparable harm; injunctive relief is available in addition to damages.
Winback Engine may identify Customer by name and logo in client lists; case studies, quotes, and economic terms require Customer’s written approval. Customer may withdraw logo permission by email to info@winbackengine.com.
11. Warranties, indemnity, and limitation of liability
Each Party warrants that it has authority to enter these Terms and the Order Form and complies with applicable law.
Each Party will indemnify and defend the other against third-party claims, including reasonable attorneys’ fees, arising from its own negligence, misconduct, breach of these Terms, or infringement of intellectual-property rights; and Customer will indemnify Winback Engine against any claim that Customer’s data was collected unlawfully or that Customer lacked the right or consent to contact an individual by telephone, text, or email (including TCPA, Do-Not-Call, CAN-SPAM, and state telemarketing claims arising from Customer’s data or instructions) - in each case except to the extent the claim results from the indemnified Party’s own acts.
Except as expressly stated in these Terms and the Order Form, the Services are provided “as is” and Winback Engine disclaims all other warranties, including merchantability, fitness for a particular purpose, and non-infringement, and does not guarantee any volume of contacts, bookings, or revenue except as expressly stated in the Order Form.
Neither Party is liable for lost profits or for indirect, incidental, consequential, special, exemplary, or punitive damages. Each Party’s total liability arising out of these Terms and the Order Form, including under the indemnities above, is capped at the fees Customer paid in the twelve (12) months before the claim arose, less any amounts previously paid under this limitation. These limitations apply to the fullest extent permitted by law and do not limit Customer’s obligation to pay fees or either Party’s liability for fraud, willful misconduct, or other liability that cannot be limited by law.
12. Term and termination
During the Pilot, either Party may end the engagement at any time on one (1) day’s written notice, including email.
During the Ongoing Term, either Party may terminate on sixty (60) days’ written notice, effective at the end of the calendar month in which the notice period ends. Either Party may also terminate if the other materially breaches these Terms and does not cure within thirty (30) days of written notice, or within ten (10) days for non-payment. If Customer terminates without full notice or stops the engagement early (other than for Winback Engine’s uncured breach), Customer pays two (2) times its average monthly fees over the preceding three (3) complete months (or the months actually elapsed); the Parties agree this is a reasonable pre-estimate of loss, not a penalty. If Customer impairs data or system access during the notice period, it pays for each affected month the greater of accrued performance fees and that average.
Effect. On termination the Services and future payment obligations end, except that performance fees remain due on Attributed Revenue from Contacts made before the effective date.
13. HIPAA
If Customer is a HIPAA Covered Entity or Business Associate and the Services would involve Protected Health Information, the Parties will sign a Business Associate Agreement before any PHI is handled.
14. Disputes
ANY DISPUTE ARISING OUT OF THESE TERMS, THE ORDER FORM, OR THE SERVICES - OTHER THAN SMALL-CLAIMS MATTERS, INTELLECTUAL-PROPERTY CLAIMS, AND REQUESTS FOR INJUNCTIVE RELIEF - WILL BE RESOLVED BY FINAL, BINDING, INDIVIDUAL ARBITRATION UNDER THE FEDERAL ARBITRATION ACT THROUGH NEW ERA ADR, INC. UNDER ITS RULES FOR VIRTUAL EXPEDITED ARBITRATIONS, IN ENGLISH, BEFORE ONE ARBITRATOR, WHO WILL AWARD REASONABLE FEES TO THE PREVAILING PARTY. NO CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDINGS. CLAIMS MUST BE BROUGHT WITHIN ONE YEAR. Either Party may seek injunctive relief in the state or federal courts in Delaware, to whose exclusive jurisdiction the Parties submit for any matter not arbitrated; the Parties waive jury trial, and the prevailing Party recovers reasonable costs and attorneys’ fees. The Parties will keep the arbitration, its materials, and any award confidential except as needed to enforce or challenge it. These Terms are governed by Delaware law, excluding its conflict-of-law rules.
15. Miscellaneous
These Terms, the Order Form, the Privacy Policy and Cookie Policy, the Data Processing Agreement, and any BAA are the entire agreement and supersede prior understandings. Winback Engine may update these Terms by posting the new version at winbackengine.com/terms-of-service and emailing Customer’s billing address at least thirty (30) days before it takes effect; the updated Terms then apply to all Customers, except that they do not change the fees, deposit, credit, refund, or term in a signed Order Form. A Customer that objects to a material update may terminate on its effective date without early termination fee. Waivers must be in writing. Unenforceable provisions are severed. Either Party may assign these Terms and the Order Form on written notice to the other. Sections 5, 6 (accrued amounts), 8, 9, 10, 11, 12 (Effect), 14, and 16 survive termination. The Parties are independent contractors; there are no third-party beneficiaries. Neither Party is liable for delays caused by events beyond its reasonable control. These Terms and the Order Form may be signed electronically and in counterparts, and reproductions are admissible as originals.
16. Non-hire
During the term and for twelve (12) months after, neither Party will solicit for hire the other’s employees or agents who worked on the Services without written consent. General job postings are not solicitation.
17. Notices and effective date
Notices are in writing by email, courier, or certified mail - to Winback Engine at info@winbackengine.com or LTVplus, LLC, 1032 E Brandon Blvd #1003, Brandon, FL 33511; to Customer at the billing email in the Order Form - and are effective on delivery. These Terms take effect for a Customer when it signs an Order Form or uses the Services.