Ready to Give Us a Try?

These Terms and Conditions (the “Terms”) are effective upon execution of a Service Agreement referencing these Terms (each, a “Service Agreement” and together with these Terms, the “Agreement”), by and between [CRMMarketing.ai legal entity name] (“CRMMarketing.ai”) and the party named as Customer in the Service Agreement (“Customer”). The Agreement governs the provision by CRMMarketing.ai to Customer of access to the web-based service described at https://crmmarketing.ai, as it may be updated from time to time in CRMMarketing.ai’s sole discretion (the “Service”). The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior communications and agreements. Any term not defined herein has the meaning assigned to it in the Service Agreement.

1) Compliance with Applicable Telemarketing and Dialing Laws

Customer agrees to comply with all applicable federal, state, and local laws, rules, and regulations governing the use of automated or prerecorded/artificial calls or texts, including but not limited to the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule (TSR) and Do-Not-Call regulations, and any current or future equivalent state telemarketing laws regulating prerecorded or automated calls/texts, state do-not-call regulations, and state telemarketer registration requirements.

Customer shall provide accurate, correct, and truthful caller I.D. information and all disclosures required by law. Compliance is Customer’s sole responsibility.

2) Affirmative Consent Where Required

Customer acknowledges that recipient consent is required for certain communications and that different messages may require different levels of consent. Without required consent, a qualifying business relationship, or a legally valid exemption/exception, Customer shall not send that communication.

Customer (i) maintains records—personally or via a third party—proving the necessary consent, relationship, or exemption/exception at the time of each communication and (ii) will provide certified copies to CRMMarketing.ai promptly upon email request.

3) CRMMarketing.ai Service

Access to the Service

During the Term and subject to this Agreement, CRMMarketing.ai provides Customer a non-exclusive right to access and use the Service for its internal business purposes.

End Users

Customer will ensure each authorized end user (“End-User”) has unique credentials, keeps them confidential, and complies with this Agreement. Customer is responsible for actions taken via its accounts.

Third-Party Services

The Service may integrate with services operated by third parties (“Third-Party Services”). CRMMarketing.ai is not responsible or liable for (i) Third-Party Services’ content, (ii) their availability or reliability, or (iii) acts or omissions of third-party providers. By connecting, Customer authorizes CRMMarketing.ai to use the information and credentials necessary to enable the integration.

Professional Services

Implementation, training, migration, or other services may be provided under a statement of work (“Professional Services”).

4) Billing and Payments

Pricing Structure

Fees may include: (a) subscription/license fees (“License Fee”); (b) pre-purchased credits (“Credits”) used for usage charges such as telephony minutes, numbers, and carrier/connection fees; and (c) Professional Services fees. If Credits are insufficient when charges occur, Customer is billed monthly in arrears at list price. Fees are as stated in the Service Agreement or statement of work and are non-refundable. Credits expire at the end of the Subscription Term.

No Refunds. All Fees—including License Fees, Credits, and Professional Services fees—are non-refundable under any circumstances, including early termination or unused services/credits.

Modifying Your Subscription

Upgrades and added Credits are billed at the time of change. Unless otherwise agreed, renewals use the then-current terms; Credits added during a term roll into renewal baselines. No refunds/credits for downgrades or unused Credits.

Late Charges

Overdue amounts may accrue interest at one percent (1%) per month or the maximum allowed by law, whichever is less.

Taxes

Fees are exclusive of taxes. Customer is responsible for all applicable taxes. If withholding applies, Customer will pay such additional amounts so CRMMarketing.ai receives the full amount due absent withholding.

Billing Disputes

Customer must notify CRMMarketing.ai within sixty (60) days of invoice receipt of any dispute. Undisputed amounts are due as stated; invoices not disputed within sixty (60) days are deemed accepted.

5) Intellectual Property Rights & Restrictions

The Service, software, documentation, designs, and improvements are owned by CRMMarketing.ai. No rights or licenses are granted except as expressly stated. Customer grants CRMMarketing.ai a perpetual, royalty-free license to use feedback for any purpose.

Restrictions. Customer will not: copy/modify/derive from the Service; reverse engineer or decompile; interfere with operation; remove notices; or use CRMMarketing.ai’s names, logos, or marks except as permitted in these Terms.

6) Customer Content & Data

Ownership

Customer retains ownership of data, recordings, files, and materials provided to or generated in the account (“Customer Content”). Customer is responsible for its content and use.

License to Operate the Service

Customer grants CRMMarketing.ai a worldwide, non-exclusive, royalty-free license to host, process, transmit, and display Customer Content solely to provide and improve the Service.

Machine Learning Data

CRMMarketing.ai may anonymize and aggregate Customer Content to create “Machine Learning Data” to analyze, train, and improve algorithms and the Service, provided the data does not identify Customer or end users.

7) Confidentiality; Nondisclosure

Each party (“Receiving Party”) will protect the other’s confidential information (“Confidential Information”) with at least reasonable care, use it only to perform this Agreement, and disclose it only to personnel/advisors who need to know and are bound by similar obligations. Disclosure compelled by law is permitted with prompt notice (if allowed) to seek protective treatment.

Confidential Information includes information designated as confidential or reasonably understood to be confidential, including the terms of this Agreement.

Exceptions

Obligations do not apply to information the Receiving Party proves is: (i) public through no fault; (ii) already known without duty; (iii) approved for disclosure in writing; (iv) independently developed without use of Confidential Information; (v) rightfully received from a third party without breach; or (vi) disclosed generally by the Disclosing Party without similar restrictions.

8) Representations and Warranties; Disclaimers

Mutual Warranties

Each party represents it has authority to enter this Agreement and that performance will comply with applicable law (including Customer’s compliance with call recording, telemarketing, and privacy laws).

Customer Warranties

Customer represents its content does not infringe others’ rights and that it understands legal obligations for recording, telemarketing, spam, and privacy; CRMMarketing.ai does not provide legal advice.

Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CRMMarketing.ai DOES NOT WARRANT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT SPECIFIC RESULTS WILL BE ACHIEVED.

9) Indemnification

By Customer

Customer will defend and indemnify CRMMarketing.ai and its officers, directors, employees, consultants, successors, and permitted assigns from third-party claims, damages, costs, losses, awards, and reasonable attorneys’ fees arising from: (i) Customer Content; (ii) Customer’s breach of warranties or law; or (iii) use of the Service in violation of this Agreement or law.

By CRMMarketing.ai

CRMMarketing.ai will defend and indemnify Customer and its officers, directors, employees, consultants, successors, and permitted assigns from third-party claims alleging the Service infringes intellectual property rights.

Procedure

The indemnified party must provide prompt written notice, reasonable cooperation, and allow the indemnifying party sole control of the defense and settlement. No settlement imposing obligations or admitting liability on the indemnified party without its written consent.

10) Limitation of Liability

Exclusion of Certain Damages

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA, OR SUBSTITUTE GOODS/SERVICES) EVEN IF ADVISED OF THE POSSIBILITY.

Liability Cap

EXCEPT FOR (i) INDEMNIFICATION OBLIGATIONS OR (ii) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO CRMMarketing.ai IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11) Term & Termination

Term

This Agreement begins on the Effective Date in the Service Agreement and continues for the stated subscription term, renewing as specified therein.

Termination for Cause

Either party may terminate upon thirty (30) days’ written notice if the other materially breaches and does not cure; or immediately for insolvency/bankruptcy events.

Effect of Termination

Upon termination or expiration, Customer will stop using the Service, and each party will return or destroy the other’s Confidential Information (archival backups permitted per policy or law). The following survive: accrued payment obligations; IP & Restrictions; Confidentiality; Disclaimers; Indemnification; Limitation of Liability; and Miscellaneous.

12) Billing After Termination

Customer remains responsible for all fees and usage incurred before the effective termination date.

13) Miscellaneous

Amendments

CRMMarketing.ai may update these Terms. Notice will be provided (e.g., email). If Customer objects within thirty (30) days, prior terms apply until the end of the then-current term; updates apply upon renewal.

Governing Law; Venue

This Agreement is governed by Delaware law, U.S.A., without regard to conflicts rules. Exclusive venue lies in the state or federal courts located in Delaware; each party consents to jurisdiction. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

Class Action Waiver

Claims must be brought individually, not as a class or representative action, to the extent permitted by law.

Assignment

Neither party may assign this Agreement without the other’s consent, except to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all assets or voting securities. Any prohibited assignment is void. This Agreement binds permitted successors and assigns.

Notices

Notices must be in writing and are deemed given when sent by email to legal@crmmarketing.ai (for CRMMarketing.ai) and to the email on file for Customer, unless updated in writing.

Relationship of Parties

The parties are independent contractors. No agency, partnership, or joint venture is created.

Severability

If any provision is unenforceable, it will be modified to the minimum extent necessary; the remainder remains in effect.

Force Majeure

Except for payment obligations, neither party is liable for delays or failures caused by events beyond reasonable control (including natural disasters, war, terrorism, civil unrest, labor actions, or widespread outages).

Counterparts; Electronic Signatures

This Agreement may be executed electronically and in counterparts, each an original and together one instrument.

Publicity

With prior approval (not unreasonably withheld or delayed), either party may issue marketing communications about the relationship. Customer permits CRMMarketing.ai to display Customer’s name and logo on its website and in marketing materials unless Customer revokes in writing.