EGP TOS V4 Change Log - What Changed vs V2
Executive Summary
V4 grows from 16 sections to 26, adding ten material clause families that close protective gaps identified in the V2 Protective Gap Audit (2026-05-30) and incorporate competitor-anchored standards from the Competitor TOS Clause Matrix. The single largest doctrinal shift is the front-loading of an Adorn-class anti-repudiation suite in Section 1 (deemed acceptance + UCC 1-303 course-of-dealing + Restatement 2d § 223 estoppel + good-faith reliance + survival of payment obligations). V4 also backdates the effective date to March 14, 2026 per Marc's anchor directive, sets governing law and arbitration venue in Commonwealth of Virginia, County of Fairfax, and switches AI disclosure to categories-only (no named EGP personas) per the internal-IP non-disclosure canon.
Top 5 Material Additions in V4
| # | Addition | Rationale |
|---|---|---|
| 1 | Anti-Repudiation Suite (S1.1-1.5) - deemed acceptance, course of dealing, estoppel, good-faith reliance, survival of payment. | Forecloses the "show me the agreement we signed" repudiation attack pattern (Adorn-class). Converts continued use, payment, and benefit-acceptance into legally binding consent that survives later disputes. |
| 2 | Asset Transfer at Termination + EGP-Built Infrastructure (S6 + S7) - explicit ownership map for websites, workflows, prompts, AI agent configs, phone numbers, A2P registrations, plus mandatory Transition Window with express-waiver requirement. | V2 had no provision distinguishing customer-owned data from EGP-built IP/infrastructure at termination. V4 closes the disposition ambiguity that has surfaced in every wind-down to date. |
| 3 | A2P Messaging Compliance Suite (S8) - 10DLC warranty, per-recipient consent, STOP-honor SLA, SHAFT restrictions, carrier passthrough, TCPA indemnity, EGP pause-right. | V2 was silent on text/SMS, exposing EGP to TCPA and state mini-TCPA liability (statutory damages $500-$1,500 per message). V4 puts the regulatory risk on the Customer where the consent record sits. |
| 4 | Tiered Liability Cap raised to 2x trailing 12-month fees (S13.2) + Carve-Outs (S12.4) - replaces V2's 1x cap with a 2x ceiling and itemizes the unlimited carve-outs (gross negligence, IP, confidentiality, indemnity, fraud). | BirdEye competitor anchor. The 2x figure is enough to make customers pay attention but small enough to remain insurable under Professional Liability coverage. |
| 5 | Insurance Requirements (S14) + Sub-Processor list-on-request (S20) + Mutual SOC 2 Audit Right (S21) - enterprise-grade trust signals previously absent. | HubSpot/Pipedrive anchors. Closes the procurement-readiness gap that has historically required custom MSA negotiation for enterprise customers. |
Section Mapping V2 to V4
| V4 § | Title | V2 § | Status |
|---|---|---|---|
| 1 | Acceptance, Deemed Acceptance, Estoppel, Survival of Payment | 1 | MATERIAL CHANGE - absorbed Use-Adherence Patch + Adorn-class anti-repudiation suite |
| 2 | Definitions | (inline) | NEW - consolidated defs in one place |
| 3 | Account Registration, Eligibility, Authorized Users | 3 | Carried, light edits |
| 4 | Subscription, Fees, Auto-Renewal, 45-Day Price Notice | 4 | EXPANDED - 45-day notice (Podium anchor) replaces 30; explicit auto-renewal language |
| 5 | Termination & Suspension | 14 | Re-ordered earlier; substance retained |
| 6 | Asset Transfer at Termination | (none) | NEW |
| 7 | EGP-Built Infrastructure Ownership | (none) | NEW - per Gap Audit Section 17 |
| 8 | A2P Messaging & Telephony Compliance | (none) | NEW - per Gap Audit Section 18 |
| 9 | Proprietary Rights, Licenses, Feedback, Augmented Data | 7 | Carried; added Augmented Data clause |
| 10 | Confidentiality (3-year tail) | 9 | EXPANDED - explicit 3-year survival |
| 11 | Mutual Non-Disparagement | (none) | NEW - BirdEye anchor |
| 12 | Indemnification + Carve-Outs from Cap | 13 | Carried; carve-outs now itemized in 12.4 |
| 13 | Limitation of Liability - 2x trailing 12 mo | 12 | MATERIAL CHANGE - 1x raised to 2x (BirdEye anchor) |
| 14 | Insurance Requirements (CGL/WC/E&O/Umbrella) | (none) | NEW - HubSpot anchor |
| 15 | Force Majeure (expanded) | 16.7 | EXPANDED - cyber/ransomware/pandemic/regulator (Pipedrive anchor) |
| 16 | Arbitration + Class Waiver + Injunctive Carve-Out | 16.2/16.3 | Carried; added injunctive relief carve-out |
| 17 | Governing Law & Venue (VA, Fairfax County) | 16.1 | Confirmed Virginia/Fairfax (replaces any prior Delaware drift) |
| 18 | Service-Level Agreement (incorporated, credits-only) | (none) | NEW - Podium anchor (99.0%) |
| 19 | AI & Automation Disclosure - categories only | 15 | MATERIAL CHANGE - removed any persona-name exposure; added Moffatt v. Air Canada accountable-officer clause |
| 20 | Sub-Processor List on Request | (none) | NEW - Pipedrive/HubSpot anchor; 15-day objection |
| 21 | Audit Rights (Mutual SOC 2) | (none) | NEW - EGP procurement-readiness innovation |
| 22 | Mutual Confidentiality Tail Cross-Ref | 9 | Cross-reference clause |
| 23 | Notices | 16.9 | Carried (address placeholder pending Marc confirmation) |
| 24 | Amendment, Entire Agreement, Precedence | 16.8 | Carried + precedence order added |
| 25 | Miscellaneous (No Waiver, Currency, Severability, Assignment, IC, E-SIGN) | 16.4/5/6/10 | Consolidated |
| 26 | Effective Date & Signature/Acceptance | (footer only) | NEW - explicit effective date March 14, 2026 + acceptance modalities + optional signature block |
Section 1 - Anti-Repudiation Suite Detail
V2 had a single paragraph: "By accessing or using any of the Services, you acknowledge..." V4 expands into five subsections totaling roughly 750 words covering: enumerated interaction modes (S1.1), UCC course-of-dealing (S1.2), Restatement 2d § 223 + § 90 estoppel (S1.3), good-faith reliance (S1.4), survival of payment (S1.5), plus authority to bind (S1.6). The Use-Adherence Patch authored 2026-05-28 is fully absorbed and extended.
Section 6 - Asset Transfer Detail
Maps assets in two columns (EGP-retained vs Customer-returned). Mandatory 30-day Transition Window with express-waiver requirement (per Gap Audit 17.4). 90-day data retention with destruction certification on demand.
Section 7 - Infrastructure Disposition Detail
Three asset classes treated separately: (7.1) websites, (7.2) workflows/prompts/AI agent configs, (7.3) phone numbers and A2P registrations. Common Transition Window (7.4) with two-outreach deemed-waiver rule. Customer's data export right (7.5) is preserved regardless of infrastructure ownership.
Section 8 - A2P Compliance Detail
Seven subsections covering: 10DLC registration warranty (8.1), per-recipient consent documentation (8.2), STOP keyword honoring within 24-hour SLA (8.3), SHAFT content restrictions (8.4), carrier fee passthrough (8.5), broad TCPA / state mini-TCPA Customer indemnification (8.6), EGP pause/suspend right on any carrier or registry flag (8.7).
Section 11 - Mutual Non-Disparagement Detail
Bilateral non-disparagement covering social media, review sites, public forums, podcasts, and press, with carve-outs for lawful process, NLRA-protected statements, regulatory communications, and private counsel communications. Survives termination indefinitely. BirdEye competitor anchor.
Section 13 - Liability Cap Change Detail
V2 cap was 1x trailing 12-month fees. V4 cap is 2x (BirdEye benchmark). V4 also explicitly itemizes carve-outs from the cap in Section 12.4 (gross negligence/willful misconduct, IP indemnification, confidentiality breach, indemnification obligations, fraud).
Section 14 - Insurance Detail
CGL $1M/$2M, Workers Comp statutory + EL $1M, Professional Liability / E&O / Cyber $5M, Umbrella $2M. A.M. Best A- or better. Certificate of insurance on request. HubSpot anchor.
Section 15 - Force Majeure Detail
V2 mentioned natural disasters, pandemics, government acts, telecommunications failures, utility outages. V4 adds: epidemics, civil unrest, supply-chain disruption, denial-of-service attacks, ransomware, regulatory action, change of law, embargo, court order, upstream-provider failure. Adds 60-day terminate-right if event persists. Pipedrive anchor.
Section 18 - SLA Reference Detail
99.0% monthly uptime target measured at platform-control-plane level, with full schedule, exclusions, credit table, and remedy procedures in the separate published SLA. Service credits are explicit sole and exclusive remedy. Podium anchor.
Section 19 - AI Disclosure Change Detail
V2 referenced "EGP's AI Disclosure" and broadly described AI usage. V4 lists internal capability categories (Knowledge Catalog & Schema, Content Generation, Sales Pipeline Enrichment, Local LLM Tiers, Platform & Execution Specialists) WITHOUT naming any EGP persona, per the internal-IP non-disclosure canon. New 19.4 introduces Moffatt v. Air Canada (2024 BCCRT 149) "Accountable Officer" requirement: a named human officer is responsible for every Customer-facing deliverable, identifiable on written request. Disclosure-on-demand requires signed NDA + executive ratification (19.3).
Section 20 - Sub-Processor List Detail
EGP maintains current sub-processor list, available on written request. Categories named (cloud, telephony, messaging, CRM, payments, identity, observability, AI model providers); specific vendors NOT named (per vendor-anonymization canon). 15-day objection window for material new sub-processors handling Customer Content; termination of affected Service is exclusive remedy if no reasonable alternative.
Section 21 - Audit Right Detail
Mutual annual SOC 2 Type II review (or comparable summary if not yet available), 30-day notice, third-party auditor under NDA, requesting party pays cost, normal business hours, no operational disruption.
Other Changes
- Effective Date stamped March 14, 2026 (V2 was April 1, 2026) - Marc-backdated anchor.
- Acceptable Use section from V2 (6.1/6.2/6.3) folded into anti-repudiation and indemnification logic; explicit prohibited-activity list moved to Acceptable Use Policy referenced via the Sub-Processor / policy index.
- Cancellation language consolidated into Sections 5 and 6; standalone Cancellation Policy still incorporated by reference.
- Vendor names removed throughout (no Twilio, Mailgun, GHL/GoHighLevel, Cloudflare references); generic descriptors substituted per vendor-anonymization canon.
- EGP persona names removed throughout per internal-IP non-disclosure canon.
- All em-dashes replaced with hyphens or rewrites per house style.
- Acronyms spelled on first use; full glossary up front.
- Plain-English sidebars added to every major section per legal-terms skill convention.
Open Items / Honest Gaps
- Notices address (Section 23): placeholder "[STREET ADDRESS, FAIRFAX VA ZIP]" pending Marc confirmation of the exact Fairfax County street address. V2 used 1640 Boro Pl, 4th Floor, McLean, VA 22102 (Tysons / Fairfax County) - Marc to confirm whether to retain or replace.
- Cross-references to SLA, Privacy Policy, AI Disclosure, Cancellation Policy, Processing Fee Policy, Sub-Processor List, Acceptable Use Policy: each is incorporated by reference; the sister documents must be in final published form by the V4 publish-go date.
- Accountable Officer (S19.4): internal roster of accountable officers per deliverable family must be maintained (likely as a sealed internal annex) and identified to Customers on request.
- Order Form template: V4 references "Order Form" as a precedence layer (S24.3); the EGP Order Form template should be updated to recite V4 by reference and to identify any superseding terms expressly.
- Insurance certificate (S14): certificates must reflect actual policies in force; confirm current CGL/WC/E&O/Umbrella limits match the stated minima.
- Backdating exposure: V4 effective date March 14, 2026 is earlier than the V2 effective date (April 1, 2026). For customers active between March 14 and June 1 (today), V4 binds prospectively from V4 publish date; pre-publish conduct continues to be governed by V2 (or earlier course-of-dealing). The anti-repudiation suite of Section 1 protects both windows.