Terms of Service — CRM Central

1. Acceptance of Terms

By accessing or using the CRM Central platform, software, and related services (collectively, the "Service") provided by CRM Central, LLC ("Company," "we," "us," or "our"), you ("User," "Customer," or "you") agree to be bound by these Terms of Service ("Terms"). If you are accessing the Service on behalf of a business entity, you represent that you have the authority to bind that entity to these Terms, and "you" refers to both you individually and that entity.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.

2. Description of Service

CRM Central is a cloud-based customer relationship management ("CRM") platform designed to help businesses manage customer data, sales pipelines, communications, and related business operations. The Service is provided on a software-as-a-service ("SaaS") basis and may include web-based applications, APIs, mobile applications, and related support services.

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time with reasonable notice to active subscribers. Material changes to core functionality will be communicated at least thirty (30) days in advance.

3. Beta Program Terms

3.1 Beta Access

From time to time, we may offer access to pre-release or beta versions of the Service ("Beta Program"). Participation in the Beta Program is by invitation only and subject to the following additional terms.

3.2 As-Is Availability

Beta features are provided "AS IS" and "AS AVAILABLE" without warranty of any kind. Beta versions may contain bugs, errors, and instabilities. We make no representations that the Beta Service will meet your requirements or operate without interruption.

3.3 Beta Feedback

By participating in the Beta Program, you agree to provide us with feedback, bug reports, and suggestions regarding the Service ("Feedback"). You grant us a non-exclusive, worldwide, royalty-free, irrevocable, perpetual license to use, incorporate, and commercialize your Feedback without restriction or compensation to you.

3.4 Beta Confidentiality

You agree to keep confidential any non-public information about the Beta Service, including features, functionality, performance data, and any information designated as confidential. This obligation survives termination of your Beta access.

3.5 Beta Termination

We may terminate your Beta access at any time without notice. Upon termination, your access to Beta features will cease and any Beta-specific data may be deleted unless we notify you otherwise. We will make reasonable efforts to allow export of your data prior to Beta termination.

4. Account Registration and Security

4.1 Account Creation

To access the Service, you must create an account by providing accurate, complete, and current information. You agree to update your account information promptly if it changes. We reserve the right to reject any account registration at our sole discretion.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to:

Use a strong, unique password for your account
Enable multi-factor authentication if offered
Notify us immediately at legal@crmcentral.co of any unauthorized use of your account
Ensure that users you authorize to access your account comply with these Terms

4.3 Authorized Users

If your subscription plan permits multiple users, you may authorize employees or contractors to access the Service on your behalf ("Authorized Users"). You are responsible for all actions taken by your Authorized Users and for ensuring their compliance with these Terms.

5. Subscriptions and Payment

5.1 Subscription Plans

Access to the Service is provided through subscription plans as described on our pricing page. We reserve the right to change subscription pricing upon thirty (30) days notice to existing subscribers. Price changes will not affect your current billing cycle.

5.2 Free Trial and Beta Period

We may offer free trial periods or beta access at no charge. At the end of any free period, continued access requires a paid subscription unless you cancel before the trial expires. We will notify you before converting a free trial to a paid subscription.

5.3 Billing and Payment

By providing payment information, you authorize us to charge your payment method for all fees due. Subscriptions are billed in advance on a monthly or annual basis, as selected. All fees are non-refundable except as expressly stated in our Refund Policy or required by applicable law.

5.4 Taxes

You are responsible for all applicable taxes, levies, or duties imposed by taxing authorities. Where required by law, we will collect and remit applicable taxes on your behalf.

5.5 Late Payment and Suspension

If payment fails, we will notify you and provide a grace period of ten (10) days to update your payment information. After the grace period, we may suspend your access to the Service until payment is received. Accounts suspended for non-payment for more than sixty (60) days may be terminated and data deleted.

6. User Data and Content

6.1 Your Data Ownership

You retain all right, title, and interest in and to the data, content, and information you submit to the Service ("Customer Data"). These Terms do not transfer ownership of your Customer Data to us.

6.2 License to Customer Data

You grant us a limited, non-exclusive, worldwide license to access, process, store, and display your Customer Data solely to provide and improve the Service. We will not sell, share, or use your Customer Data for any purpose beyond providing the Service and as described in our Privacy Policy.

6.3 Data Accuracy

You are solely responsible for the accuracy, quality, integrity, and legality of your Customer Data. You represent that you have obtained all necessary rights and consents to submit Customer Data to the Service, including any personal data of third parties.

6.4 Data Backup

While we maintain backup procedures, you are responsible for maintaining your own backup copies of Customer Data. We are not liable for any loss of Customer Data.

6.5 Data Portability

Upon request, we will provide you with an export of your Customer Data in a standard machine-readable format within thirty (30) days. Data export may be subject to reasonable fees for accounts with large data volumes.

7. Intellectual Property

7.1 Our IP

The Service, including its software, design, code, user interface, documentation, and all related intellectual property, is owned by CRM Central, LLC and protected by copyright, trademark, patent, and other intellectual property laws. You receive no ownership interest in the Service.

7.2 License to Use Service

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during the term of your subscription.

7.3 Restrictions

You may not:

Copy, modify, distribute, sell, or sublicense the Service or any component thereof
Reverse engineer, decompile, or disassemble the Service
Remove or alter any proprietary notices or labels on the Service
Use the Service to develop a competing product or service
Access the Service by automated means without our express written permission
Use our name, logo, or trademarks without prior written consent

7.4 Feedback License

Any feedback, suggestions, or ideas you provide about the Service are provided voluntarily and we may use them without obligation or compensation to you.

8. Acceptable Use Policy

8.1 Permitted Use

You agree to use the Service only for lawful business purposes and in compliance with all applicable laws and regulations.

8.2 Prohibited Conduct

You may not use the Service to:

Violate any applicable law or regulation, including data protection, privacy, or anti-spam laws
Transmit or store unlawful, harassing, defamatory, or fraudulent content
Upload malware, viruses, or any malicious code
Interfere with or disrupt the Service or servers connected to the Service
Attempt to gain unauthorized access to any portion of the Service
Harvest or collect personal data of third parties without their consent
Use the Service to send unsolicited commercial communications in violation of applicable law
Violate the privacy rights or intellectual property rights of any third party

8.3 Enforcement

We reserve the right to investigate violations of this policy and to terminate accounts that engage in prohibited conduct. We may also report violations to law enforcement authorities where appropriate.

9. Security

We implement commercially reasonable technical and organizational security measures designed to protect your Customer Data from unauthorized access, disclosure, alteration, or destruction. These measures include encryption in transit and at rest, access controls, and regular security assessments.

However, no method of transmission over the Internet or electronic storage is completely secure. We cannot guarantee absolute security and are not responsible for security breaches that are outside our reasonable control, including breaches resulting from your failure to maintain the security of your account credentials.

In the event of a data breach affecting your Customer Data, we will notify you within seventy-two (72) hours of becoming aware of the breach, to the extent required by applicable law, and will cooperate with your reasonable investigation and remediation efforts.

10. Third-Party Services and Integrations

The Service may integrate with or link to third-party services, applications, or websites ("Third-Party Services"). We do not control and are not responsible for Third-Party Services. Your use of Third-Party Services is subject to their respective terms of service and privacy policies.

We currently utilize the following key third-party service providers:

Supabase — database and authentication infrastructure
Stripe — payment processing
Vercel — hosting and deployment
[Additional providers to be listed upon attorney review]

We are not liable for any damages or losses arising from your use of Third-Party Services or from any disruption to Third-Party Services that affects our ability to provide the Service.

11. Confidentiality

Each party agrees to keep confidential the other party's non-public, proprietary information ("Confidential Information") and not to disclose it to any third party without prior written consent, except as required by law.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) must be disclosed by law or court order, provided the disclosing party gives reasonable notice and cooperates to limit disclosure.

12. Warranties and Disclaimers

12.1 Our Limited Warranty

We warrant that the Service will perform materially in accordance with its documentation under normal use and circumstances. Our sole obligation for breach of this warranty is to use commercially reasonable efforts to correct the non-conformity.

12.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 12.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF DEALING. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

14. Indemnification

You agree to defend, indemnify, and hold harmless Company and its officers, directors, employees, agents, and successors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service; (b) your Customer Data; (c) your violation of these Terms; (d) your violation of any third party's rights; or (e) any claim that your Customer Data infringes a third party's intellectual property rights.

15. Term and Termination

15.1 Term

These Terms are effective as of the date you first access the Service and continue until your subscription is terminated.

15.2 Termination by You

You may cancel your subscription at any time through your account settings or by contacting us at legal@crmcentral.co. Cancellation takes effect at the end of your current billing period. No refunds will be issued for partial billing periods unless required by law.

15.3 Termination by Us

We may suspend or terminate your access to the Service immediately upon notice if: (a) you breach these Terms and fail to cure within ten (10) days of notice; (b) you engage in prohibited conduct; (c) you become insolvent or enter bankruptcy; or (d) we reasonably believe continued access creates legal or security risk.

15.4 Effect of Termination

Upon termination, your license to use the Service ends immediately. You may request an export of your Customer Data within thirty (30) days of termination. After thirty (30) days, we may permanently delete your Customer Data in accordance with our data retention practices.

16. Dispute Resolution

16.1 Informal Resolution

Before filing any formal legal action, you agree to contact us at legal@crmcentral.co and attempt to resolve the dispute informally. We will attempt to resolve the dispute within thirty (30) days.

16.2 Binding Arbitration

[ATTORNEY NOTE: Review whether mandatory arbitration clause is appropriate and enforceable in your target markets. The following is a placeholder.] Any dispute that cannot be resolved informally will be resolved through binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. Arbitration will be conducted in Wyoming or remotely. The arbitrator's award will be final and binding.

16.3 Class Action Waiver

YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

16.4 Governing Law

These Terms are governed by the laws of the State of Wyoming, without regard to conflict of law principles.

17. General Provisions

17.1 Entire Agreement. These Terms, together with our Privacy Policy and any order forms or subscription agreements, constitute the entire agreement between you and Company regarding the Service and supersede all prior agreements.

17.2 Amendment. We may update these Terms from time to time. We will notify you of material changes by email or prominent notice within the Service at least thirty (30) days before changes take effect. Continued use after the effective date constitutes acceptance.

17.3 Severability. If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.

17.4 Waiver. Failure to enforce any provision of these Terms does not constitute a waiver of future enforcement of that provision.

17.5 Assignment. You may not assign your rights under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

17.6 Force Majeure. Neither party is liable for delays or failures in performance resulting from causes beyond their reasonable control, including natural disasters, acts of government, cyberattacks, or utility failures.

17.7 Contact. For legal notices: CRM Central, LLC, P.O. Box 681054 Franklin, TN 37068, legal@crmcentral.co.