Terms Of Service
Last Updated: DECEMBER 2024
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE AND A
CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION.
YOU MUST REVIEW THIS DOCUMENT IN ITS ENTIRETY, INCLUDING THE DISPUTE RESOLUTION
SECTION BELOW, BEFORE USING THE PLATFORM.
THESE TERMS OF SERVICE GOVERN YOUR SUBSCRIPTION TO AND USE
OF THE PLATFORM AND SERVICES. PLEASE READ THESE TERMS OF SERVICE CAREFULLY.
CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. BY COMPLETING THE
REGISTRATION PROCESS, CREATING AN ACCOUNT OR ACCESSING OR USING ANY OF THE
PLATFORM AND/OR SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND
AGREE TO BE BOUND BY THESE TERMS OF SERVICE, (2) YOU ARE OF LEGAL AGE TO FORM A
BINDING CONTRACT WITH CRM ANCHOR, (3) THE INFORMATION YOU PROVIDED IN
CONNECTION WITH YOUR REGISTRATION FOR THE PLATFORM/SERVICES IS TRUE, ACCURATE
AND COMPLETE, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF
SERVICE PERSONALLY OR ON BEHALF OF THE BUSINESS ENTITY YOU HAVE NAMED AS THE
USER, AND TO BIND THAT BUSINESS ENTITY TO THE AGREEMENT. CERTAIN PORTIONS OF
THE PLATFORM MAY BE SUBJECT TO “OPEN SOURCE” OR “FREE SOFTWARE LICENSES”. SUCH
COMPONENTS WILL BE GOVERNED BY THE TERMS OF THEIR RESPECTIVE TERMS OF USE AND
NOT BY THESE TERMS.
ONCE ACCEPTED, THESE TERMS OF SERVICE, IN COMBINATION WITH
OUR
PRIVACY POLICY
, AND
AFFILIATE AGREEMENT
(WHEREVER APPLICABLE) (COLLECTIVELY
THE “TERMS”), BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU (OR THE BUSINESS
ENTITY THAT YOU REPRESENT) AND CRM ANCHOR INC. AND ITS RESPECTIVE OFFICERS,
DIRECTORS, BUSINESS AFFILIATES, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO
AS “CRM ANCHOR,” “WE” OR “US”) AND WILL GOVERN YOUR ACCESS TO AND USE OF THE
PLATFORM AND ALL OTHER INTERACTIONS WITH CRM ANCHOR RELATED TO THE PLATFORM.
CRM Anchor reserves the right to make changes to these Terms
at any time. All changes are effective immediately when posted. Your continued
use of the Platform following the posting of any revised Terms constitutes your
acceptance and agreement to the updated Terms.
CRM Anchor is only providing the Platform for your business
use without any promise of exclusivity. CRM Anchor’s customers, users,
entrepreneurs, affiliate marketers, experts, and partners are not CRM Anchor’s
employees, contractors, or representatives. CRM Anchor is not responsible for
any interactions between you and your customers, other than providing access to
the Platform. CRM Anchor is in no way liable for any disputes, claims, losses,
injuries, or damages arising from your relationship with your customers,
including their reliance upon any information or content you provide. You agree
and acknowledge that you are responsible for implementing your own terms of
service to govern the relationship between you and your customers.
You should consult a lawyer for legal advice to ensure your
use of the Platform complies with these Terms and applicable law.
1. Use of Platform 1.1. Restrictions.
You must be at least 18 years
old to use the Platform. By accepting these Terms, creating a Platform Account,
or using the Platform, you represent that you are at least 18 years old. You
may not use the Platform or the Services if You are an employee, partner, or
director of our Competitors or intend to gain access to the Platform in order
to compete with the Platform.
1.2 Platform Account Ownership.
Your use of the
Platform is conditioned on your provision of complete, current, and accurate
information when registering for a Platform Account. The Platform is intended
for business use or in connection with an individual’s trade, craft, or profession.
As the individual who accepts these Terms, You are the owner of the Platform
Account unless You are acting on behalf of a business entity, in which case,
the business entity is the owner of the Platform Account. If You accept these
Terms on behalf of a business entity, You represent and warrant that you have
the authority to bind the business entity to these terms. If multiple parties
claim to be the “owner” of a particular Platform account, CRM Anchor will deem
the owner to be the person who can demonstrate their ownership (in whole or in
part) of the underlying business entity for which the Platform Account was
created by providing government-issued documentation of such ownership. If CRM
Anchor is unable to determine the rightful owner of the Platform Account, CRM
Anchor reserves the right to suspend or terminate the Platform Account until
the disputing parties have mutually agreed on ownership or until a court has
ordered CRM Anchor to grant access to a specific individual.
1.3 Intended Use.
You and your customers may use
the Platform only as intended for lawful purposes and in accordance with these
Terms. You agree that You and Your customers will not use the Platform in any
way that violates any applicable law or regulation or engage in any Prohibited
Uses. In addition, you represent and warrant that: (i) You and Your customers
will maintain in effect all licenses, permissions, authorizations, consents,
and permits necessary to carry out the obligations under these Terms; (ii) You
are fully responsible for your actions and the actions of your employees,
agents, and customers who use the Platform; (iii) You are fully responsible for
the use of the Platform by your customers; (iv) You, your employees, agents and
customers will not misrepresent the Platform or the Services; (v) You will
ensure that your employees with access to the Platform Account are bound by
these Terms, and you will require that your customers accept terms at least as
restrictive as these Terms; (vi) You own or control all rights in and to all
content you provide to CRM Anchor, including, but not limited to, any code
provided to customize the Platform for your customers; (vii) You, your
employees, and your customers will provide reasonable cooperation regarding
information requests from law enforcement, regulators, or telecommunication
provider; and (viii) You will not give access to the Platform or Services
to a direct Competitor of CRM Anchor, (ix) You will not directly or indirectly
reverse engineer, decompile, disassemble or otherwise attempt to uncover or
discover the source code, object code or underlying structure, ideas, know-how
or algorithms; (x) You will not modify, translate, or create derivative works
based on the Platform (except to the extent expressly permitted by us); and
(xi) You will not remove any proprietary notices or labels
1.4 Compliance:
You will be solely responsible
for your use of the Platform and Services, including (a) the quality and
integrity of any data and other information, including Information, made
available to us by or for you through the use of the Platform, (b) securing and
maintaining proper insurance as required, and (c) compliance with all
applicable laws and regulations including but not limited to HIPAA and other
data privacy laws. CRM Anchor is not responsible for your compliance with laws
and does not represent that your use of the Platform will comply with any laws,
including but not limited to HIPAA, PCI, Gramm-Leach-Bliley Act, and other
similar laws and regulation.
1.5 Privacy.
By using the Platform and providing
Information on or through the Platform, you consent to CRM Anchor’s use and
disclosure of the Information in accordance with the Privacy Policy
available
here
and incorporated herein by reference. You agree
that CRM Anchor has no responsibility or liability for the deletion or failure
to store any Information or content maintained or transmitted on or through the
Platform. When you provide your customers with access to the Platform, you must
implement and enforce your own terms of service and Privacy Policy, providing
the level of protection at least equal to that provided to you by CRM Anchor.
You must obtain consent from your customers, affirmatively acknowledging that
your customers agree to be bound by your privacy policy. You represent and
warrant that you have provided, and will continue to provide, adequate notices
and have obtained, and will continue to obtain, the necessary permissions and
consents to provide your customers’ data to us for use and disclosure in
accordance with these Terms and our
Privacy Policy
.
You may not use, resell, authorize or permit anyone to use,
or license or make available data you obtain from People Data Labs, for any
purposes prohibited in the People Data Labs Acceptable Data Use Policy posted
here
https://privacy.peopledatalabs.com/policies?name=acceptable-data-use-policy
.
You further agree to comply with applicable law when collecting personal data
that will be sent to People Data Labs.
1.6 Login Credentials.
You are responsible for
maintaining the confidentiality of your Login Credentials. You are responsible
for all uses of your Platform Account and Login Credentials, whether or not
authorized by you. You agree to notify CRM Anchor immediately of any
unauthorized access to or use of your Platform Account or Login Credentials or
any other breach of security. CRM Anchor reserves the right to disable your
Login Credentials at any time in its sole discretion for any or no reason,
including if, in CRM Anchor’s opinion, you have violated any provision of these
Terms. Platform Accounts are non-transferable. You are obligated to take
preventative measures to prohibit unauthorized users from accessing your
Platform Account with your Login Credentials. You give consent to CRM Anchor to
access and monitor your Platform Account and your customer’s accounts for
support and security purposes, and/or to perform its obligations under these
Terms or to enforce these Terms.
1.7 Use of Communication Services.
The Platform
may include certain communications features such as SMS, MMS, email, voice call
capabilities and other methods. Separate Communication Surcharges for these
services may apply and will be charged to your invoice. If You use these features,
You agree that You are exclusively responsible for all communications sent
using the Platform, including compliance with all laws governing those
communications including but not limited to the Telephone Consumer Protection
Act (“TCPA”), the Do Not Call Registry Rules and the CAN-SPAM Act. You
represent and warrant that you understand and will comply with those laws. CRM
Anchor is not responsible for your compliance with laws and does not represent
that your use of the Platform will comply with any laws. CRM Anchor is a
technology platform communication service application provider ONLY. CRM Anchor
does not originate, send, or deliver any communications to any recipient via
SMS, MMS, email, or other communication method. You control the message,
timing, sending, fraud prevention, and call blocking. All communications,
whether SMS, MMS, email or otherwise, are created by and initiated by you
and/or your customers, whether generated by You or sent automatically via the
Platform at Your direction.
1.8 Third Party Services.
You may choose to
access certain Third-Party Services through the Platform. You are responsible
for enabling and managing the integration of each Third-Party Service. You
acknowledge that by purchasing or integrating Third Party Services through the
Platform, you grant permission to CRM Anchor to share your data with the
Third-Party Services providers in order to facilitate the integration and use
of the Third Party Services through the Platform. You also represent and
warrant that You have the appropriate consents for importing any data (including
data of your customers) that you request CRM Anchor to import from other
Third-Party Services and/or are the rightful owner of such data. CRM Anchor is
not responsible for, and CRM Anchor hereby disclaims any liability for, any act
or omission of any Third-Party Services provider or the operation of any
Third-Party Services, including access to, modification of, or deletion of
data, regardless of whether CRM Anchor endorses, approves, promotes, or
supports any such Third-Party Services. You hereby irrevocably waive any claim
against CRM Anchor with respect to the content or operation of any Third-Party
Services. Your use of the Third-Party Services is governed by Your agreement
with such Third Party, including any supplemental policies imposed by the Third
Party. You are solely responsible for reviewing and complying with any terms of
use, privacy policies or other terms governing your use of these Third-Party
Services, which you use at your own risk. CRM Anchor disclaims all liability
related to outages or downtime of Third Party Services.
CRM Anchor does not guarantee the interoperation,
integration, or support of any Third-Party Services nor give any
representation, warranty or endorsement, express or implied, with respect to
the legality, accuracy, quality, or authenticity of content, information, or
services provided by those Third-Party Services. CRM Anchor may, at any time,
in its sole discretion, modify the Platform or Services, which may impact
interoperation, integration, or support of Third-Party Services.
If you elect to pause or delete some or all of your Platform
Account, certain features, functionality, or Services, including Third Party
Services (such as phone numbers or email services), may not be recoverable or
retrievable upon reactivation. If you pause some or all of your Platform
Account for more than thirty (30) days, and CRM Anchor is still incurring costs
on your behalf related to Third Party Services (such as the costs of securing a
particular phone number on your behalf), CRM Anchor reserves the right to
release the phone number or delete some or all of your Platform Account in its
sole discretion, without liability to you.
1.9 Third Party Content.
The Platform may
include Third Party Content. Your use of Third Party Content is entirely at
your own risk and discretion. All statements and opinions expressed in Third
Party Content are solely the opinions and the responsibility of the third party
and do not necessarily reflect the opinion of CRM Anchor. CRM Anchor is not
responsible for Third Party Content and makes no endorsements, representations
or warranties and assumes no liability, obligation or responsibility for Third
Party Content. You are responsible for ensuring that your engagement or
transactions with Third Party Content is in compliance with these Terms and any
applicable laws.
1.10 Excessive Use Restrictions; Trials.
CRM
Anchor provides access to the Platform on a tiered-pricing basis, and some
tiers can process more data with less impact on performance. We have no
liability for the effect that your excessive data use may have on
performance. If, in CRM Anchor’s sole discretion, we determine that your
data use is excessive, abusive, or has a negative effect on the Platform in
anyway, we may (1) require that you upgrade your Services in order to continue
your activity levels if your data use exceeds the intended use of your existing
Platform tier or if CRM Anchor’s operational costs to support your Platform
usage exceeds the subscription price; (2) suspend or terminate your use of the
Platform or Services, and/or (3) reduce the amount of data you are able to use.
Trial periods are not intended to be used consecutively. If
we discover that you are doing back-to-back trials to avoid paying a
subscription fee, then, without prejudice to any other remedies available under
law, CRM Anchor reserves the right to suspend or terminate your use of the
Platform or Services and further ban you from using the Platform or Services in
CRM Anchor’s sole discretion.
1.11 Platform Updates.
CRM Anchor reserves the
right to make updates or changes to the Platform at any time, including changes
that may affect the previous mode of operation of the Platform. You agree that
your use of the Platform or purchase of Services is not contingent on CRM
Anchor’s future delivery or release of any functionality or feature, including
but not limited to the continuation of a certain Service or any Third-party
Service.
1.12 International Use.
If you are in an
embargoed country or are a sanctioned person or entity, you are prohibited from
using the Platform. CRM Anchor makes no representation that materials on the
Platform are appropriate or available for use in locations outside the United
States. Those who choose to access the Platform from other locations do so on
their own initiative and at their own risk. If you choose to access the
Platform from outside the United States, you are responsible for compliance
with local laws in your jurisdiction, including but not limited to, the
taxation of products purchased over the Internet. You agree to comply with all
economic sanctions and export control laws, rules and regulations, including
without limitation the regulations promulgated by the U.S. Department of
Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. Department of
the Treasury’s Office of Foreign Assets Control (collectively,“Export Control
Laws”). By using the Platform, you agree not to use, export, import, sell,
release, or transfer the Platform, the Services, or any software or technology
that supports the Platform or your content, or the Platform Content violating
any such Export Control Laws. Specifically, and without limitation, the
Platform, the Services, or any software or technology that supports the
Platform, or your content, or Platform Content may not be exported,
transferred, or released, or provide access (a) into any U.S. embargoed
countries (including, without limitation Cuba, Iran, North Korea, Syria and the
Crimea, Donetsk, and Luhansk regions, Russia and Belarus (a“Prohibited
Jurisdiction”); or (b) to anyone included in the U.S. Treasury Department’s
list of Specially Designated Nationals or any other applicable restricted party
lists.
You represent, warrant and covenant that (i) You are not
named on, or owned or controlled by any party named on, any U.S. government’s
(or other government’s or international body’s) list of persons or entities
prohibited from receiving U.S. exports, or transacting with any U.S. person,
(ii) You are not a national of, located in, or an entity (or a
director/employee/agent/representative of such entity) registered in, any
Prohibited Jurisdiction, or an entity that is or has been greater than 50% owned
or controlled by any person or persons described in Clause (i) or (ii) and are
not Military End Users and will not put CRM Anchor or the Platform to a
Military End Use, as defined in 15 C.F.R. 744.21, (iii) You will not permit
your users to access or use the Platform and/or Service or provide any services
to any person(s) in violation of any Export Control Laws, (iv) no user data created
or submitted by You is subject to any restriction on disclosure, transfer,
download, export or re-export under the Export Control Laws, and (v) You shall
comply with all applicable laws regarding the transmission of technical data
exported from the United States and the country in which You and Your Users are
located. You further agree that You will not use the Platform and/or Services
to disclose, transfer, download, export or re-export, directly or indirectly,
any of your user data or your content to any country, entity or other party
which is ineligible to receive such items under the Export Control Laws or
under other laws or regulations to which You may be subject. You acknowledge
that the Platform and/or Service and other software may not be available in all
jurisdictions and that You are solely responsible for complying with the Export
Control Laws. Any offer for any product, Services, and/or information made in
connection with the Platform is void where prohibited. We reserve the right to
terminate access to any Platform Account that we determine to be a prohibited
end-user or engaging in prohibited end-use, without any liability to such user.
1.13 Artificial Intelligence Acceptable Use policy:
Before
using Artificial Intelligence (“AI”) features of the Platform, you must ensure
that you are in a jurisdiction that allows AI usage. If you elect to use any
AI-based features of the Platform, you are responsible for ensuring that you
are using our AI-based features in compliance with our Artificial Intelligence
Acceptable Use policy which is attached hereto as Exhibit B.
1.14 Domain Names.
If you use the Platform to
purchase a domain name, CRM Anchor will purchase it on your behalf, and CRM
Anchor will be the listed registrant. You must use the domain name in
compliance with these Terms. If requested by You in writing, CRM Anchor will
transfer the domain name to you. A transfer fee may apply. You agree to
indemnify and hold CRM Anchor harmless from any claim or demand, including
reasonable attorneys’ fees, arising from your use of such domain, including any
breach of these Terms and any violations of applicable laws as it pertains to
use of the domain name.
1.15 Customer Account Transfer Requests.
CRM
Anchor will not fulfill Sub-Account transfer requests made by your customers
unless you have approved the transfer through our in-app transfer request
process. CRM Anchor will only fulfill transfers of Sub-Accounts without Your
approval if: (i) the Sub-Account has attempted to seek your approval through
the in-app transfer request process, (ii) you have failed to respond to the
Customer for at least 30 days, and (iv) either (a) your Platform Account has
been canceled by you or force-canceled for non-payment and not reactivated
within 30 days, or (b) your Platform Account has been suspended or terminated
due to your breach of these Terms.
1.16 Bug Bounty Program.
CRM Anchor does not
have a bug bounty program and does not pay bug bounties. CRM Anchor
prohibits any third party access to the Platform or any CRM Anchor systems or
networks, including any network penetration testing, security assessment or
probing, except as expressly permitted by these Terms or as agreed to by CRM
Anchor in a separate written agreement.
1.17 Certification Program.
CRM Anchor offers a
certification subscription to individual users and enterprise-level customers
who successfully complete the certification exams to indicate Platform
expertise. Certification badges are unique to the individual who earned the
badge and do not apply to the entire agency or anyone else in Your
organization. You agree not to misrepresent certification badges on Your store,
social media or the Platform. Certification badges do not constitute CRM Anchor’s
endorsement, support, promotion, or affiliation with any particular individual.
CRM Anchor is not liable for any business you do or do not generate as a result
of being certified. By participating in the Certification Program, you grant
permission to CRM Anchor to display your contact information on our CRM Anchor
Certified Directory. Any transactions you enter with third parties as a result
of your certification are solely at your own risk, and CRM Anchor makes no
guarantees or warranties that such transactions will be successful. While
participating in the Certification Program, You are prohibited from stating or
implying that you are an employee or contractor of CRM Anchor, or that you have
an affiliation or business relationship with CRM Anchor other than your
certification credentials. You may not use the Certification Directory to
solicit or recruit certified parties for your own business or engage in any
other activity that is inconsistent with the spirit of the Certification
Program. CRM Anchor reserves the right to terminate your participation in the
Certification Program at any time, for any reason, in its sole discretion.
1.18 Ecommerce Products and Services.
You are
solely responsible for the Materials that you may sell through the Platform
and/or Services (including description, price, fees, tax that you calculate,
defects, required legal disclosures, regulatory compliance, offers or
promotional content), including compliance with any applicable laws or
regulations. You acknowledge and agree to provide public-facing contact
information, a refund policy and order fulfillment timelines on Your store
using the Platform. CRM Anchor does not provide refunds to your customers. CRM
Anchor does not pre-screen Materials, and it is in our sole discretion to
refuse or remove any Materials from any part of the Platform, including if CRM
Anchor determines in its sole discretion that the Materials that you offer
through the Platform, or the Materials uploaded or posted to the Platform,
violate our Code of Conduct or these Terms. You agree that CRM Anchor can, at
any time, review and delete any or all of the Materials submitted to the
Platform and/or Services, although CRM Anchor is not obligated to do so. You
acknowledge and agree that the Platform and/or Services are not a marketplace,
and any contract of sale made through the Platform and/or Services is directly
between You and the customer. You are the seller of record for all items you
sell through the Platform and/or Services. You are responsible for the creation
and operation of Your store, Your Materials, the goods and services that you
may sell through the Platform and/or Services, and all aspects of the
transactions between You and Your customer(s). This includes, but is not
limited to, authorizing the charge to the customer in respect of the customer’s
purchase, refunds, returns, fulfilling any sales or customer service,
fraudulent transactions, required legal disclosures, regulatory compliance,
alleged or actual violation of applicable laws (including but not limited to
consumer protection laws in any jurisdiction where you offer products or
services for sale), or Your breach of these Terms. You represent and warrant that
Your store, Your Materials and the goods and services you sell through the
Platform and/or Services will be true, accurate, and complete, and will not
violate any applicable laws, regulations or rights of third parties. For the
avoidance of doubt, CRM Anchor will not be the seller or merchant or record and
will have no responsibility for Your store or items sold to customers through
the Platform and/or Services. CRM Anchor reserves the right to provide our
Services and/or Platform to Your competitors and make no promise of
exclusivity. You further acknowledge and agree that CRM Anchor employees and
contractors may also be CRM Anchor customers or merchants and that they may
compete with You. CRM Anchor is not responsible for damages or lawsuits that
arise if you break the law, breach this agreement or go against the rights of a
third party. You need to ensure that the terms & conditions applicable to
your transactions with your customers do not conflict with these Terms.
2. White Labeling and Resale MAP Policy. 2.1 Resale Restrictions.
When reselling access
to the Platform, you agree that you are fully liable to your customers for
their access to and use of the Platform, and you are solely responsible for the
resolution of all customer disputes and inquiries. If CRM Anchor determines, in
its sole discretion, that you are consistently and repeatedly failing to
provide your customers with adequate resolutions to their disputes and
inquiries, or if we receive complaints that you are not responding to
legitimate customer disputes or inquiries, we reserve the right to exercise our
ability to terminate your Platform Account.
2.2 Minimum Advertised Price.
If you are
authorized to white-label and resell access to the Platform, You cannot
advertise access to the Core Platform for an effective price that is less than
the Standard Prices offered by CRM Anchor (the “MAP Policy”). The “Core
Platform” is defined as a combination of 2 or more of the following Platform
features: (i) Funnel and Website Builder, (ii) Forms, (iii) Surveys, (iv)
Customer Relationship Manager, (v) Email Builder, (vi) Calendars, and/or (vii)
Automation workflows. For the avoidance of doubt, offering any of the foregoing
features (or any other features not listed above) as a standalone product is
not subject to the MAP Policy. “Standard Price” for one Sub-Account is $297 USD
for monthly subscriptions or $970 USD for an annual subscription. CRM Anchor
reserves the right to change its Standard Prices at any time, for any reason.
In the event of a change to CRM Anchor’s Standard Prices, you are responsible
for ensuring your continued compliance with the MAP Policy. CRM Anchor may run
special pricing offers, promotions, or discounts from time-to-time (“Special
Pricing”). CRM Anchor’s use of Special Pricing does not create an exception to
the MAP Policy. Any changes to this MAP Policy will be communicated by a change
to these Terms or by other forms of communication deemed appropriate by CRM
Anchor in its sole discretion. The price at which you are advertising access to
the Platform is determined after deduction of coupon discounts, rebates, value
of product giveaways, gift card amounts, and other promotional offers, that
have the effect of lowering an advertised price (“Advertised Price”). The MAP
Policy only applies to the Advertised Price. The final price at which you
resell access to the Platform (“Final Price”) is not subject to the MAP Policy
2.3 Lifetime Licenses Restriction.
Subscription
fees for access to the Platform or any standalone Platform features must be
charged on a recurring basis (i.e. monthly, annually, etc.). It is a violation
of these Terms to resell lifetime access to the Core Platform or any standalone
features of the Platform for a one-time fee unless you have a prior written
approval from CRM Anchor. CRM Anchor reserves the right to grant exceptions and
revoke any such exceptions to this restriction in its sole discretion.
2.4 Exceptions to MAP Policy.
2.4.1 CRM Anchor reserves the right to make exceptions to
this MAP Policy at any time, for any reason, in its sole and absolute
discretion. Such exceptions must be made in writing, and may be revoked at any
time, for any reason, in its sole and absolute discretion.
2.4.2 The MAP Policy does not apply to Advertised Prices
displayed at brick-and-mortar selling locations where the Advertised Price is
not distributed or visible to customers outside said location, or where Final
Prices are first disclosed to customers in “shopping carts” for web-based sales
(so long as such Final Prices cannot be retrieved by search engines or
otherwise displayed to customers).
2.4.3 This MAP Policy does not apply to advertising within
any jurisdiction in which minimum advertised price policies are prohibited by
law. It is a violation of this policy, however, to transmit an Advertised Price
less than the MAP Policy from any such jurisdiction to customers in any
jurisdiction in which the MAP Policy is permissible.
2.4.4 For sales into the European Union and United Kingdom,
this MAP Policy does not prohibit you from offering customers discounts or
communicating to customers that the Final Price could differ from the
Advertised Price.
2.5 White Label License and Restrictions. 2.5.1 License to White Label.
Subject to your
continued compliance with these Terms, we hereby grant you a limited,
non-exclusive, non-transferable and revocable license to use the Platform
including the design and trade-dress, as may be reasonably required for
re-branding and reselling access to the Platform under your own white-label
brand. Any license granted to You under this Section will automatically
terminate upon a breach of this license or the Terms or a violation of the
restrictions set forth below. Under this license, portions of the
Platform may be modified by you, incorporating your name, logo, trademark, and
color scheme into your individual access area within the Platform. You are
solely responsible for copyright, trademark or other intellectual property
concerns connected with you and your customers’ customized look and feel of the
Platform. You acknowledge that you may not be able to customize the Platform
according to your unique branding to the extent that your customization would
appear to be independently developed. CRM Anchor may remove any of your
modifications at any time without advance notice and without liability to you.
You are authorized to make your white-labeled version of the Platform available
on application store platforms; however, You acknowledge that CRM Anchor shall
not be responsible in any manner whatsoever in case you are unable to publish
your white-labeled version of the Platform on any app store.
2.5.2 Restrictions.
You are prohibited from
participating in any illegal, deceptive, misleading or unethical practices
including, but not limited to, disparagement of the Platform or Services or
other practices which may be detrimental to the Platform or Services, CRM
Anchor or the public interest. You will not, nor make any attempt to,
acquire any rights in the Platform or any of its components. If you acquire any
rights in the Platform or any portion thereof, by operation of law or
otherwise, you, at no expense to CRM Anchor hereby assign all such rights to CRM
Anchor. You are prohibited from representing yourself as a CRM Anchor employee
or otherwise implying an association with CRM Anchor when reselling access to
the Platform. You may not direct your customers to contact CRM Anchor for any
reason, including but not limited to Platform support. You may not directly or
indirectly solicit existing CRM Anchor customers to cancel their Platform
Account in order to purchase a subscription to your white-label branded version
of the Platform. You may not distribute marketing collateral or other
advertising or sales content that directly compares CRM Anchor’s product to
your white-label branded version of the Platform or makes claims that suggest
your white-label branded version of the Platform is superior to or has more
features than CRM Anchor’s Platform.
2.5.3 Suspension and Termination.
We may suspend
or terminate your ability to resell access to the Platform in our sole
discretion, with or without notice, if you violate the MAP Policy or these
Terms or for any other reason in our sole and absolute discretion.
3. Code of Conduct.
You represent and warrant
that, when using the Platform, you will comply with the Code of Conduct set
forth in Exhibit A. CRM Anchor reserves the right to seek all remedies
available to it in the event that You violate this Agreement, including the
Code of Conduct, up to and including termination of your Platform Account.
4. Payment 4.1 Fees and Auto-Renewal.
You agree to provide
us with accurate and complete billing information (name, address, credit card
information, and phone number) and notify us of any changes within 10 days of
the change. Your use of the Platform is subject to the timely payment of your
and your customers’ Fees. Fees may include, but are not limited to:
subscription fees, Communication Surcharges, add-on service fees, or other
usage-based or subscription-based Fees offered by CRM Anchor as incurred by you
and your customers. Fee rates and amounts may change from time to time. Fees
for subscription services will be billed in advance of Services on a monthly or
annual basis, depending on your subscription plan. Usage-based fees, including
but not limited to Communications Surcharges, are calculated based on usage and
will be billed monthly as separate line items on your invoice. We will
automatically charge the card on file when your Fees become due.
4.2 Wallets and Rebilling.
Your Platform Account
contains a “wallet” where you can pre-load funds to purchase Services through
the Platform or to support rebilling of your customers’ Fees. If you are on the
$297 or $497 plan, You are automatically enrolled in our rebilling feature and
will need to update your settings in your Platform Account if You want to turn
off the rebilling feature or change the automatic re-load amount. If you use
the wallet feature, You provide your consent for CRM Anchor to deduct amounts
from the wallet to cover any Fees due at such time. In the event you
have a negative wallet balance, we will automatically charge the credit card we
have on file to cover the negative balance and add funds to avoid any overdrafts.
You provide your consent for CRM Anchor to charge your credit card to avoid any
overdrafts.
4.3 Late Payments and Payment Disputes.
If, for
any reason, your credit card company declines or otherwise refuses to pay the
amount owed for the Services you have purchased, we will re-attempt to charge
the card on file for a period of 7 business days. If, after re-attempting to
charge your card, we are still unable to process the transaction, your Platform
Account may be force-canceled for non-payment in CRM Anchor’s sole discretion.
Additionally, we may require you to pay any overdue Fees and other amounts
incurred (including any third-party chargeback fees or penalties) by other
means acceptable to us. In the event legal action is necessary to collect on
balances due, you agree to reimburse us for all expenses incurred to recover
sums due, including attorney fees and other legal expenses. In the event that
you dispute any charges on your invoice, You must notify us in writing within
thirty (30) days of the invoice date. You must pay all invoiced Fees and
charges while the dispute is pending or you waive the right to pursue the
dispute. Where you are disputing any Fees or charges, you must act reasonably
and in good faith and cooperate diligently with us to resolve the dispute. All CRM
Anchor determinations regarding your obligation to pay invoiced Fees and
charges are final.
4.4 Cancellations.
You may cancel your
subscription through your Platform Account, by submitting a support ticket, or
by calling our support team at 914-860-0945. You are solely responsible for the
cancellation of Services associated with your account, and, subject to other
provisions of these Terms, you will be responsible for all Fees incurred until
such cancellation occurs. No refunds will be provided for your failure to
properly cancel the Services associated with your account.
4.5 Mark-ups.
You are solely responsible for all
customer pass-through Fees and related expenses, including but not limited to
refunds and chargebacks of such pass-through Fees. CRM Anchor is not
responsible for resolving issues or disputes between You and Your customers
regarding pass-through Fees. You are solely responsible for all financial
transactions you and your customers engage in on the Platform or while using
the Services, including transactions conducted using billing tools enabled by
the Services. You are exclusively responsible for all chargebacks related
to activities of you and your customers, regardless of the reason for the
chargeback. You are solely responsible for collecting and remitting to
government authorities any taxes and government assessments related to Your
resale or markup of the Services.
4.6 Refunds 4.6.1 Nonrefundable Fees.
All Fees assessed by CRM
Anchor are non-refundable, including subscription Fees, Communication
Surcharges, and CRM Anchor’s resale of Third Party Services, regardless of
whether you actually accessed or used the Platform Account or Services during
your subscription period. You are solely responsible for any excess Fees
incurred by You as a result of an error or omission made by You or a third
party. CRM Anchor does not provide Fee refunds or credits for such errors or
omissions, or for partially used or unused Platform or Services subscriptions.
Except as may be required by law, CRM Anchor reserves the right to issue or
deny a refund or credit in its sole and absolute discretion, at any time, for
any reason, and CRM Anchor’s determination of if and when to issue or deny a
refund or credit is final.
4.6.2 Pre-paid and Minimum Commitment Subscriptions.
CRM
Anchor resells some Services and Third Party Services that require pre-payment
(including but not limited to ad-buying and other services). Unused or
cancelled pre-paid services are non-refundable. CRM Anchor may, in its sole
discretion, issue account credits for future services in the event that You
elect to cancel any pre-paid services before the services are fully performed.
Some subscriptions for Services require a non-cancellable minimum subscription
commitment which cannot be canceled until the commitment is fulfilled. Fees for
such non-cancellable minimum subscription commitments will continue to be
automatically applied to your bill until the minimum commitment has been
achieved. Some add-on services or products cannot be canceled or refunded once CRM
Anchor has technically enabled such products and/or services on your Platform
Account, including but not limited to the HIPAA package.
4.6.3 Wallet Credit Refunds.
When Your Services
are canceled, terminated or expired, it is Your sole obligation to request CRM
Anchor to refund any amounts remaining in your account’s “wallet”. Any amounts
remaining in the “wallet” for over thirty (30) days after expiration,
termination or cancellation of your Platform Account, will automatically become
the property of CRM Anchor.
4.7 Taxes and Government Assessments.
All Fees
are exclusive of anysales, VAT, GST and usetaxes,levies, fees, duties,
interest, penalties and other governmental assessments (“Taxes”) unless
mentioned otherwise in these Terms. Business entities with a valid VAT or GST
identification number should provide CRM Anchor with their VAT or GST
identification number. You hearby confirm that CRM Anchor can rely on the VAT
or GST number provided. Where applicable by law, CRM Anchor will shift the
liability to pay VAT/GST on the Fees to you due to the application of a VAT/GST
reverse charge mechanism. You are exclusively responsible for Taxes associated
with your use of the Platform, including all Taxes associated with transactions
you conduct with your customers. CRM Anchor may collect Taxes from you as part
of the Fees as legally required or as CRM Anchor deems appropriate, and all CRM
Anchor determinations regarding what Taxes to collect are final. Failure
to provide CRM Anchor with a valid VAT or GST identification number may result
in VAT or GST being assessed by CRM Anchor. If you provide a valid VAT or GST
identification number after a Fee has been paid, the VAT and GST taxes charged
will not be refunded .CRM Anchor may recalculate and collect additional Taxes
from you if it determines at any point that they are due. You will indemnify CRM
Anchor for all Claims related to Taxes that are associated with your activities
on the Platform, including any Taxes related to your transactions with your
customers as further described above. Taxes are nonrefundable. You hereby
confirm that CRM Anchor can rely on the name and address that You provide to CRM
Anchor when You agree to the Fees or in connection with Your payment method as
being the place of supply for Tax purposes or as being the place of supply for
VAT purposes where You have established Your business. Without limiting the
generality of this Section 4.7, if any amount payable by You to CRM Anchor is
subject to any withholding or similar taxes, You shall pay for all withholding
taxes without any reduction in the Fees and Taxes charged above..
5. Affiliate Program.
CRM Anchor offers an
Affiliate Program under which commissions can be earned for referring new
customer to CRM Anchor. Your participation in the Affiliate Program is subject
to CRM Anchor’s approval and your acceptance of the Affiliate Agreement, a copy
of which is available here and is incorporated herein by reference. You must
establish a payment account linked to your CRM Anchor account in order to earn
and receive commission payouts. Commissions may be forfeited if CRM Anchor is
unable to submit payment to your payment account for any reason. Employees of CRM
Anchor are not eligible to participate in the Affiliate Program or earn
commissions for at least six (6) months after termination of their employment
with CRM Anchor.
6. Intellectual Property 6.1 Platform Content.
The Platform and Platform
Content are the property of CRM Anchor or its licensors and are protected by
copyright, trademark and other intellectual property laws, except as indicated
below. Platform Content does not include User Contribution(s), as defined
below. CRM Anchor grants you a personal, royalty-free, non-assignable,
revocable, and non-exclusive license to access and use the Platform Content
while using the Platform for the purpose of making the Platform available to
You and Your customers. Any other use, including the reproduction,
modification, distribution, transmission, republication, framing, display or
performance of Platform Content without prior permission of CRM Anchor is
strictly prohibited.
6.2 CRM Anchor Marks and Advertisements.
CRM
Anchor’s name, logo, or Marks (including but not limited to CRM Anchor, are
trademarks and service marks of CRM Anchor and may not be used without advance
written permission of CRM Anchor, including but not limited to as part of any
company name or domain name or in connection with any product or service that
is not provided by CRM Anchor, or in any manner that is likely to cause
confusion, or in any manner that disparages, discredits, or misrepresents CRM
Anchor. Unless you are authorized to white label and resell access to the
Platform, You may not remove any CRM Anchor Marks, name or logo or other
proprietary notices, including, without limitation, attribution information,
credits, and copyright notices that have been placed on or near the Platform or
Platform Content. Other products or company names mentioned on the Platform may
be trademarks or service marks of their respective owners. Third-party websites
may feature CRM Anchor Marks, with or without authorization, and such usage of CRM
Anchor Marks does not constitute or imply any approval, sponsorship, or
endorsement by CRM Anchor. You will not (i) make any unauthorized
representations, warranties or false, misleading or deceptive statements
regarding CRM Anchor, its Platform and Services (ii) include CRM Anchor or any
of its Services or the Platform in any of your comparative and/or marketing
advertisements.
6.3 User Contributions.
User Contributions are
considered non-confidential and non-proprietary. You grant CRM Anchor, our
service providers and each of their licensees, successors, and assigns the
right to use, reproduce, modify, perform, display, distribute, and otherwise
disclose User Contributions to third parties for the sole purpose of fulfilling
CRM Anchor’s obligations under these Terms. CRM Anchor is not responsible or
liable to any third party for the content or accuracy of any User
Contributions, nor do we endorse the User Contribution of third parties. CRM
Anchor is not responsible for any failure or delay in removing User
Contributions that violate the Terms. CRM Anchor reserves the right to delete
or otherwise remove any User Contributions we deem to be in violation of these
Terms, with or without notice, at any time, for any reason. You represent and
warrant that: (i) You own or control all rights in and to the User Contributions
and have the right to grant the license granted above; (ii) All of your User
Contributions comply with these Terms; and (iii) You understand and acknowledge
that you are responsible for the legality, reliability, accuracy and
appropriateness of your User Contribution.
6.4 Prohibited User Contributions.
You are
prohibited from posting User Contributions on the Platform that: (i) Are
unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent,
tortious, invasive of another’s privacy, or includes graphic descriptions of
sexual or violent content; (ii) Victimize, harass, degrade, or intimidate an
individual or group of individuals on the basis of religion, gender, sexual
orientation, race, ethnicity, age, disability, or otherwise; (iii) Infringe any
patent, trademark, trade secret, copyright, right of publicity, or other
proprietary or intellectual property right of any party; or (iv) Breach the
security of, compromise or otherwise allow access to secured, protected or
inaccessible areas of the Platform, or attempt to gain access to other networks
or servers via your Platform Account.
6.5 Feedback.
If you provide Feedback, you agree
and acknowledge that your submission of Feedback is voluntary,
non-confidential, and gratuitous, and CRM Anchor and its affiliates have no
obligation to use the Feedback. You grant CRM Anchor and its designees a
perpetual, irrevocable, non-exclusive, fully-paid up and royalty-free license
to use any Feedback you submit to CRM Anchor without restrictions or payment or
other consideration of any kind, or permission or notification to you or any
third party. The license includes, without limitation, the irrevocable right to
reproduce, prepare derivative works, combine with other works, alter,
translate, distribute copies, display, perform, license the Feedback, and all
rights therein, in the name of CRM Anchor or its designees throughout the
universe in perpetuity in any and all media now or hereafter known.
6.6 Feedback Waiver.
You hereby irrevocably
release and forever discharge CRM Anchor from any and all actions, causes of
actions, claims, damages, liabilities and demands, whether absolute or
contingent and of any nature whatsoever, which you now have or hereafter can,
shall or may have against CRM Anchor with respect to the Feedback, including
without limitation how CRM Anchor directly or indirectly uses the Feedback. You
agree that you are responsible for the content of the Feedback and further
agree (at CRM Anchor's option and at your sole expense) to defend, indemnify,
and hold CRM Anchor harmless from any and all actions, claims, and liabilities,
demands, whether absolute or contingent and of any nature whatsoever, damages,
losses, costs, fees, fines or expenses, including reasonable attorneys' fees,
which CRM Anchor may incur as a result of use of the Feedback in accordance
with these Terms.
6.7 Copyright; Digital Millennium Copyright Act.
CRM
Anchor is an online service provider and is afforded safe harbor from copyright
infringement liability under the Digital Millennium Copyright Act under 17
U.S.C. § 512. If you believe that Your copyrights have been infringed by a CRM
Anchor user, or that your intellectual property rights have been otherwise
violated by a user of our Platform, you should notify us of your infringement
claim in accordance with the procedure set forth below. If you include any
personally identifiable information in your DMCA Takedown Request or
Counter-Notice, you consent to the disclosure of that personally identifiable
information when providing a copy of the Takedown Notice of Counter-Notice to
the intended recipient and/or their representatives.
Upon receipt of a fully compliant DMCA Takedown Request, CRM
Anchor will notify and provide a copy of the DMCA Takedown Request to the
alleged infringer. CRM Anchor will make reasonable efforts to remove the
allegedly infringing content in a reasonable amount of time after receipt of
the fully compliant DMCA Takedown Request.
The alleged infringer may submit a DMCA Counter-Notice by
completing the forms located at
. Upon receipt of a fully compliant DMCA
Counter-Notice, CRM Anchor will send a copy of the Counter-Notice to the
original complaining party. Unless the original complaining party files an
action seeking a court order against the content provider, member or user, the
removed content may be reposted, or access to it restored, in 10 business days
or more after receipt of the Counter-Notice, at CRM Anchor’s sole discretion.
Alternatively, you may email a DMCA Takedown Request or
Counter-Notice in the forms described below to
(Subject
line: “DMCA Takedown Request”) with a physical copy mailed to the designated
copyright agent address below.
CRM Anchor Inc
Attention: Copyright Agent
857 Post Road, Suite 336
Fairfield, CT 06824
To be effective, the notification must be in writing and
contain the information below. DMCA Takedown Requests or Counter-Notices that
do not comply with the following requirements will be rejected and not
processed:
For DMCA Takedown Requests:
- an electronic or physical signature of the person
authorized to act on behalf of the owner of the copyright or other intellectual
property interest;
- a description of the copyrighted work or other
intellectual property that you claim has been infringed;
- a description of where the material that you claim is
infringing is located on the Platform, with enough detail that we may locate
it;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that
the disputed use is not authorized by the copyright or intellectual property
owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that
the above information in your notice is accurate and that you are the copyright
or intellectual property owner or authorized to act on the copyright or
intellectual property owner's behalf.
For Counter-Notices:
- your physical or electronic signature;
- identification of the content that has been removed or to
which access has been disabled and the location at which the content appeared
before it was removed or disabled;
- a statement that you have a good-faith belief that the
content was removed or disabled as a result of mistake or a misidentification
of the content; and
- your name, address, telephone number, and email address,
and a statement that you will accept service of process from the person who
provided notification of the alleged infringement.
6.10 Usage Data.
CRM Anchor may access, collect,
analyze, and use the data, information, or insights generated or derived from
the provision, use and performance of the Platform, the Service and related
software, programs, and technologies (“Usage Data”) in accordance with our Privacy
Policy. CRM Anchor owns all such Usage Data. If CRM Anchor desires to disclose
any Usage Data, then CRM Anchor will anonymize all Usage Data in such
disclosure and disclose such Usage Data in aggregate form only in a manner that
does not identify You or your customers and would not permit a third party to
identify You or your customers.
7. Disclaimers
CRM Anchor makes no guarantees that your business will be
profitable and that you will make money using the Platform or the Services.
Except as otherwise set forth in these Terms, CRM Anchor is not providing any
business opportunities with use of the Platform and/or Service.
THE PLATFORM IS 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. YOUR USE OF THE
PLATFORM IS AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF
DATA THAT RESULTS FROM SUCH ACTIVITIES. YOU AGREE THAT CRM ANCHOR HAS NO
RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY
INFORMATION OR CONTENT MAINTAINED OR TRANSMITTED ON OR THROUGH THE PLATFORM.
WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A)
THE PLATFORM WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE
OBTAINED FROM THE USE OF THE PLATFORM WILL BE EFFECTIVE, ACCURATE OR RELIABLE,
(D) CERTAIN FEATURES WILL BE ADDED TO THE PLATFORM, OR (E) THE QUALITY OF THE
PLATFORM WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR
DEFECTS.
YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS
PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE THAT CRM
ANCHOR IS NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF YOUR DATA
WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK.
CRM ANCHOR MAKES NO WARRANTY REGARDING ANY TRANSACTIONS
EXECUTED THROUGH A THIRD PARTY OR THIRD PARTY SERVICES, OR IN CONNECTION WITH
THE PLATFORM, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED
ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY
SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM FROM A THIRD PARTY OR
THROUGH THIRD PARTY SERVICES IS PROVIDED SOLELY BY SUCH THIRD PARTY.
WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE
THE PLATFORM, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR
WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD
WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO,
CHANGES IN THE PRICING STRUCTURE AND THE ADDITION OF FREE OR FEE-BASED
SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT SERVICES ON
THIS PLATFORM SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
BETA PRODUCTS OR EARLY RELEASE PRODUCTS.
FROM
TIME TO TIME, YOU MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH CRM
ANCHOR WHERE YOU GET TO USE EARLY RELEASE OR BETA PRODUCTS, FEATURES OR
DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY CRM ANCHOR. THE BETA
PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS” AND AS AVAILABLE
EXCLUSIVE OF ANY WARRANTY WHATSOEVER. CRM ANCHOR DOES NOT PROVIDE ANY
INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS
FOR A PARTICULAR PURPOSE, IN RELATION THERETO. YOU OR CRM ANCHOR MAY TERMINATE
YOUR ACCESS TO THE BETA PRODUCTS AT ANY TIME.
8. Limitation of Liability, Indemnification, and Mitigation
Your exclusive remedy and our entire liability, if any, for
any claims arising out of these Terms and your use of the Platform or the
Services shall be limited to the amount you paid us for Services purchased on
the Platform during the three (3) month period before the act giving rise to
the liability, provided however, this limitation will not apply to you if you
only use the free Services, and in this case, if CRM Anchor determines to have
any liability to you or any third party arising from your use of the free
Services, then CRM Anchor’s aggregate liability will be limited to one hundred
U.S. dollars.
IN NO EVENT SHALL CRM ANCHOR 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 MALICIOUS CODE, LOSS OF USE, DATA OR PROFIT LOSS, 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
THIRD PARTY SERVICES OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE
PLATFORM.
FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY
SERVICES OR DISRUPTIONS THEREOF, OR THIRD PARTY PROMISES AND/OR STATEMENTS
REGARDING OUR PLATFORM SERVICES OR CONTENT OR FOR TRANSACTIONS WITH THE THIRD
PARTY THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION THE PROCESSING OF
ORDERS.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY
NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
You agree to defend, indemnify, and hold CRM Anchor
harmless against all demands, claims, actions, proceedings, damages,
liabilities, losses, fees, costs or expenses (including without limitation
reasonable attorneys’ fees and the costs of any investigation) directly or
indirectly arising from or in any way connected with your use of the
Platform (“Claims”), including, but not limited to: (a) our use of or
reliance on information or data supplied or to be supplied by you, your
employees, agents, or customers; (b) any breach of or default under these Terms
by you, your employees, agents, or customers; (c) the wrongful use or
possession of any CRM Anchor property by you, your employees, agents, or
customers; (d) any negligence, gross negligence or willful misconduct by you or
your employees, agents, or customers; (e) misrepresentations by you, your
employees, agents, or customers (f) violation(s) of applicable law by you, your
employees, agents, or customers, (g) your actions and the actions of your
employees, agents, or customers; (h) the acts or omissions of you, your
employees, agents, or customers in connection with providing notice and
obtaining consents regarding the origination or content of the SMS or MMS
messages, email or other communications using the Services, (i) Taxes and other
Fees and/or (j) any disputes between (1) you and other users (2) you and your
client(s) and/or (3) your customers.
If the Platform is found to violate any third-party
intellectual property right, at our option we may: (a) obtain the right for you
to continue to use the Platform as contemplated by these Terms; (b) modify or
replace the Platform, in whole or in part, to seek to make the Platform
non-infringing; or (c) require you to immediately cease any use of the
Platform.
9. Limitation On Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR
RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN THREE (3)
MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS
OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION
OR CLAIM IS PERMANENTLY BARRED.
10. Injunctive Relief
You agree that a breach of these Terms will cause
irreparable injury to CRM Anchor for which monetary damages would not be an
adequate remedy, and CRM Anchor shall be entitled to seek equitable relief, in
addition to any remedies it may have hereunder or at law, without having to
post a bond or other security.
11. Waiver And Severability
No waiver by CRM Anchor of a term or condition set forth in
these Terms shall be deemed a continuing waiver of such term or condition or a
waiver of any other term or condition. Any failure of CRM Anchor to assert a
right or provision under these Terms shall not constitute a waiver of such
right or provision.
If any provision of these Terms is held by a court or other
tribunal of competent jurisdiction to be invalid, illegal or unenforceable for
any reason, such provision shall be eliminated or limited to the minimum extent
such that the remaining provisions of the Terms of Service will continue in
full force and effect.
12. Change of Control
CRM Anchor may assign its rights under these Terms at any
time, without notice to you. You may not assign your rights under these Terms
without CRM Anchor’s prior written consent which may be withheld at CRM Anchor’s
sole discretion.
13. Entire Agreement
Except as noted below, these Terms constitute the sole and
entire agreement between you and CRM Anchor with respect to the Platform and
supersede all prior and contemporaneous understandings, agreements,
representations and warranties, both written and oral, with respect to the
Platform. These Terms may not be altered, supplemented, or amended by the use
of any other document(s) unless such document is signed by an authorized
representative of CRM Anchor.
CRM Anchor may enter into a separate agreement with you. The
terms of any separate agreement between you and CRM Anchor will be considered a
part of your entire agreement with CRM Anchor. To the extent there is a
conflict between these Terms and the terms of your separate agreement with CRM
Anchor, your separate agreement with CRM Anchor will control.
14. Term and Termination.
These Terms will
remain in full force and effect so long as you maintain a Platform Account. The
sections of these Terms that are intended to survive termination of your
Platform Account will remain binding even after you are no longer a Platform
user.
14.1 Grounds for Termination.
You agree that CRM
Anchor, in its sole discretion, may suspend or terminate your access to the
Platform (or any part thereof) for any reason, with or without notice, and
without any liability to you or to any third party for any claims, damages,
costs or losses resulting therefrom. Any suspected fraudulent, abusive or
illegal activity may be grounds for barring your access to this Platform, and
reporting you to the proper authorities, if necessary. CRM Anchor reserves the
right to delete Platform Accounts that have remained inactive for ninety (90)
days or more.
14.2 No Right to Services Upon Termination.
Upon
termination and regardless of the reason(s) motivating such termination, your
right to use the Platform will immediately cease. CRM Anchor is not liable to
you or any third party for any claims for damages arising out of any
termination or suspension or any other actions taken by us with regards to your
Platform access.
14.3 No Termination by Third Party Users.
CRM
Anchor has limited access to subscriptions not directly purchased from us. Any
user who has been given access to the Platform by any party other than CRM
Anchor must contact the party who originally provided access to the Platform
for any inquiries related to termination.
14.4 Force Majeure.
In addition to any excuse
provided by applicable law, we shall be excused from liability for non-delivery
or delay in delivery of the Platform or any associated product or service
through the Platform arising from any event beyond our reasonable control,
whether or not foreseeable by either party, including but not limited to: labor
disturbance, war, fire, accident, adverse weather, inability to secure
transportation, governmental act or regulation, and other causes or events
beyond our reasonable control, whether or not similar to those which are
enumerated above.
15. Applicable Law, Binding Arbitration, and Class Action Waiver
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY
REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING
INDIVIDUAL ARBITRATION.
The laws of the State of Texas will govern these Terms of
Service and any disputes under them, without giving effect to any principles of
conflicts of laws. These Terms may be translated into different languages—only
the English version is valid and enforceable.
Any controversy or claim arising out of or relating to these
Terms shall be exclusively settled by arbitration administered by the American
Arbitration Association in accordance with Commercial Arbitration Rules, then
in effect. This arbitration provision is governed by the Federal Arbitration
Act. The arbitration proceedings shall be held in Dallas, Texas. Any
arbitration award may be entered in a court of competent jurisdiction.
All claims and disputes within the scope of this arbitration
agreement must be arbitrated or litigated on an individual basis and not on a
class basis. Claims of more than one customer or user cannot be arbitrated or
litigated jointly or consolidated with those of any other customer or user.
16. Communications and Contact Information
All notices to a party shall be in writing and shall be made
via email. Notices to CRM Anchor must be sent to
. You agree to allow
us to submit notices to you either through the email address you provided when
registering, or to any address we have on record. Notices are effective
on receipt.
CRM Anchor may contact you regarding these Terms using any
information you provide, or by any other means if you do not provide contact
Information. If you no longer wish to receive communications from CRM Anchor,
you can click on the “unsubscribe link” provided in such communications or
contact us at
.
When you create a Platform Account, you must designate a
primary email address that will be used for receiving electronic communication
related to these Terms. CRM Anchor will never send you an email requesting
confidential information such as account numbers, usernames, or passwords, and
you should never respond to any email requesting such information. If you
receive such an email purportedly from CRM Anchor, do not respond to the email
and notify CRM Anchor by emailing us at
.
For all other feedback, comments, requests for technical
support, and other communications relating to the Platform or the Terms, please
contact us at or by mail at:
CRM Anchor Inc.
ATTN: Legal Department
857 Post Road
Dallas, Texas 75201
17. Definitions
17.1 “Communication Surcharges” means any applicable
communications service or telecommunication provider (e.g., carrier) fees or
surcharges related to your use of the Platform.
17.2 “Competitor” shall include, but not be limited to, any
entity carrying on a business of marketing and sales platform, SaaS, any entity
offering one or more services offered by the Platform, or any entity carrying
on a business similar to the business of CRM Anchor Inc. and its subsidiaries,
as determined by CRM Anchor in its sole discretion. For the avoidance of doubt,
CRM Anchor customers who white-label and resell the Platform are not
Competitors.
17.3 "Feedback” means ideas You provide to CRM Anchor
regarding improvements, enhancements, new features, new products, or other
concepts related to the Platform, Services, or other services, products,
matters related to CRM Anchor’s or its affiliates’ business. “Feedback”
includes any ideas posted to CRM Anchor’s ideaboard.
17.4 “Fees” means any fees associated with the Platform,
including but not limited to the monthly subscription services fee and any fees
associated with add-in Services that you may purchase.
17.5 "CRM Anchor Marks” means the CRM Anchor name and
related logos and service marks of CRM Anchor.
17.6 “Information” means data about You and Your customers
that CRM Anchor collects on the Platform, including but not limited to
information required to create a Platform Account and use the Platform for the
intended purpose.
17.7 “Login Credentials” means the username and password
used to access your Platform Account, including API keys and access to third
party integrations used with the Platform.
17.8 “Materials” means Your trademarks, copyright content,
any tangible products or services you sell through the Platform (including
description and price), and any photos, images, videos, graphics, written
content, audio files, code, information, or other data provided or made
available by you or your affiliates to CRM Anchor or its affiliates.
17.9 “Platform” means any Services, Training, content,
functionality, communication channels, and software or other services or
features offered to customers on or through CRM Anchor’s website or mobile
application.
17.10 “Platform Account” means the account you created in
order to access and use the Platform.
17.11 “Platform Content” means content, data, features, and
functionality, including but not limited to text, graphics, videos, logos,
button icons, databases, music, sounds, images, or other material that can be
viewed on the Platform. Platform Content does not include User Contributions.
17.12 “Prohibited Uses” means the behaviors described in
Section 3.
17.13 “Services” means the variety of product integrations
and services that CRM Anchor makes available on the Platform. Services may
include Third Party Services.
17.14 “Sub-Account” means a subscription for one business
under a Platform Account.
17.15 “Third Party Content” means content, promotions or
offers provided by third parties or links to external third-party websites that
may be accessible on the Platform.
17.16 “Third Party Services” means third-party websites,
databases, networks, servers, information, software, programs, systems,
directories, applications, or products or services offered by a third party
through the CRM Anchor Platform. This includes but is not limited to
applications downloaded from the CRM Anchor Marketplace, integrations with
third party applications, or any functionality that is provided by a third
party through the Platform.
17.17 “Training” means any training, information or
suggested usages conveyed by CRM Anchor about the Platform.
17.18 “User Contributions” means content or materials that
you post, submit, upload, publish, display, or transmit on or through the
Platform or to CRM Anchor directly.
17.19 “You” or “you” or any derivatives thereof means the
individual who accepted the Terms or the business entity that the individual
represents. “You” also includes any and all agents, employees, or third parties
that are authorized to act on your behalf.
EXHIBIT A CODE OF CONDUCT
The following are considered Prohibited Uses of the
Platform. Engaging in a Prohibited Use is a material breach of these Terms for
which CRM Anchor may immediately suspend or terminate your Platform Account in
accordance with these Terms:
- Use of the Platform in any way that violates any
applicable law or regulation.
- Use of the Platform in a country that prohibits or
restricts the use of Artificial Intelligence.
- Use of the Platform to exploit, harm, or attempt to
exploit or harm anyone in any way.
- Use of the Platform to send, receive, upload, download,
use, or re-use any material that does not comply with these Terms.
- Use of the Platform to transmit, or procure the sending of
any unlawful advertising or promotional material, including any “junk mail,”
“chain letter,” “spam,” or any other similar solicitation.
- Impersonating or attempting to impersonate CRM Anchor, a CRM
Anchor employee, another user or any other person or entity (including, without
limitation, by using email addresses associated with any of the foregoing).
- Engaging in any other conduct that restricts or inhibits
anyone's use or enjoyment of the Platform
- Engaging in any conduct that may, as determined by CRM
Anchor, harm Platform users or CRM Anchor, or expose either to liability.
- Use of the Platform in any manner that could disable,
overburden, damage, or impair the Platform or interfere with any other party's
use of the Platform, including their ability to engage in real time activities
through the Platform.
- Use of any robot, spider or other automatic device,
process or means to access the Platform for any purpose, including monitoring
or copying any of the material on the Platform.
- Use of any manual process to monitor or copy any of the
material on the Platform or for any other unauthorized purpose without CRM
Anchor’s prior written consent.
- Use of any device, software or routine that interferes
with the proper working of the Platform.
- Introducing any viruses, Trojan horses, worms, logic
bombs, or other material that is malicious or technologically harmful.
- Attempting to gain unauthorized access to, interfere with,
damage, or disrupt any parts of the Platform, the server on which the Platform
is stored, any server, computer, or database connected to the Platform.
- Attacking the Platform via a denial-of-service attack or a
distributed denial-of-service attack.
- Otherwise attempting to interfere with the proper working
of the Platform.
- Child sexual exploitation or abuse content.
- Sexually explicit content.
- Generation of hateful, harassing, or violent content.
- Abusive or fraudulent conduct.
- This includes but is not limited to:
- Promoting or facilitating the generation or distribution
of spam, fraudulent activities, scams, phishing, or malware;
- Compromising cybersecurity systems or gaining unauthorized
access to violate the integrity of any user, network, computer or
communications system, software application, or network or computing device;
- Violate any natural person’s rights, including privacy
rights as defined in applicable privacy law;
- Appropriating confidential or personal information;
- Impersonating a human by presenting results as
human-generated;
- Engaging in disinformation campaigns;
- Astroturfing, or the generation of fake grassroots support
or fake review information;
- Plagiarize or engage in other forms of academic
dishonesty.
- Illegal or highly regulated goods or services content, or
other activity that has a high risk of economic or physical harm. This includes
but is not limited to:
- Engaging in any illegal activity;
- Providing instructions on how to commit or facilitate any
type of crime;
- Gambling;
- Payday lending;
- Cryptomining practices;
- Automatic determinations of eligibility for credit,
employment, educational institutions, or public assistance services;
- Engaging in unauthorized practice of law or seeking
unreviewed legal advice;
- Engaging in unauthorized practice of medicine or seeking
unreviewed medical advice;
- Providing unauthorized financial advice;
- Law enforcement application or criminal justice decisions;
- Military or warfare application, weapons development;
- Management or operation of critical infrastructure in
energy, transportation, and water;
- Political campaigning or lobbying in violation of campaign
laws
EXHIBIT B ARTIFICIAL INTELLIGENCE ACCEPTABLE USE POLICY
- AI features of the Platform may not be used in any manner
contrary to the relevant laws, regulations, and industry standards, including,
but not limited to, data protection and privacy regulations (e.g., GDPR, CCPA);
financial industry guidelines (e.g., PCI DSS); as a part of automated decision
making process with legal or similarly significant effects; or in violation of
any intellectual property rights or geographical restriction.
- AI features may not be used to discriminate against any
person or groups on grounds of religion, race, sexual orientation, gender,
national/ethnic origin, political beliefs. disability, health status, trade
union membership, age, criminal convictions or engage in any biased,
intimidating, defamatory, harassing, bullying or otherwise inappropriate
behaviors.
- AI features may not be used for generating individualized
advice that in the ordinary course of business would be provided by a licensed
professional including but not limited to medical, financial, tax, or legal
advice. You must disclose to your customers when they are interacting with an
AI-based voice or chatbot.
- All assets created through the use of generative AI
systems must be professional and respectful. You may not use offensive or
abusive language and may not engage in any behavior that could be considered
discriminatory, harassing, or biased when applying generative techniques.
- You must take necessary steps to protect confidential and
sensitive information of your users and customers
- AI usage may not not damage, disable, overburden, or
impair any websites or launches any automated system, including “robots,”
“spiders,” or “offline readers,” that sends more request messages to any
servers in a given period of time than a human can reasonably produce in the
same period by using a conventional browser.
- AI features may not be used to spread misinformation,
engage in malicious activities, or any other uses that could harm individuals
or society.
- AI features may not be used in any manner which is
prohibited by the Agreement or the Code of Conduct provided herein.