Terms & Condition | Skillful CRM

Last Updated: September 2025

BINDING ARBITRATION AND CLASS ACTION WAIVER

THIS AGREEMENT REQUIRES THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS. BY ACCEPTING THESE TERMS, YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. PLEASE REVIEW SECTION 20 CAREFULLY AND SECTION 19.11 LIMITING YOUR TIME TO FILE CLAIMS

1. ACCEPTANCE OF TERMS

These Terms of Service ("Agreement" or "Terms") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you" or "Customer"), and Skillful Brands, a New Mexico corporation ("Company," "we," "us," or "our"), operating the Skillful CRM platform available at https://www.skillfulcrm.com governing your access to and use of our workflow automation platform, including all websites, mobile applications, media, functionality, content, and services offered through or in connection with the platform (collectively, the "Services" or "Platform").By clicking "I Accept," creating an account, or otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. You represent and warrant that you are over the age of eighteen (18), have the legal capacity to enter into this Agreement, and if you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. The Services are intended for business use only. If you do not agree to these Terms, you must not access or use the Services.

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below."Account" means the account you create to access the Services, including any Sub-Accounts established thereunder. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. "Applicable Law" means all applicable federal, state, provincial, local, and foreign laws, regulations, rules, and judicial orders. "Beta Features" means any features, functionality, or services that are identified as pre-release, beta, preview, early access, or similar. "Communication Services" means the messaging and calling features available through the Platform, including but not limited to SMS, MMS, email, voice calls, and automated calls. "Communication Surcharges" means the fees charged for use of Communication Services, including carrier fees, delivery charges, and platform fees. "Competitor" means any entity offering services that compete with the Platform, including workflow automation, marketing automation, customer relationship management, or similar services, as determined by us in our sole discretion. "Customer Data" means all data, information, content, and materials that you submit to, upload to, or process through the Platform. "Documentation" means all user guides, technical manuals, API documentation, and any other materials we make available to explain the use and functionality of the Services. "Feedback" means any suggestions, comments, ideas, improvements, or other feedback you provide regarding the Services. "Marketplace" means the digital marketplace we may make available for third-party applications, integrations, and services. "Snapshot" means a saved configuration, template, or blueprint of workflows, campaigns, funnels, or other Platform elements. "Sub-Account" means an account created under your primary Account for use by your customers or clients. "Third-Party Services" means any services, applications, or content provided by third parties that integrate with or are accessible through the Platform. "White Label" means the ability to rebrand and resell the Platform under your own brand identity. "Workflow" means an automated sequence or process created using the Platform's functionality.

3. ACCOUNT REGISTRATION AND SECURITY

3.1 Account Creation and Eligibility

To use the Services, you must register for an Account by providing complete and accurate registration information. You represent and warrant that all information you provide is and will remain accurate and complete, and you agree to update such information as necessary. You must be at least eighteen (18) years of age to create an Account. We reserve the right to refuse registration or cancel Accounts at our discretion. You may not create an Account using automated means, and you may not create multiple Accounts for the purpose of circumventing our pricing, including the creation of multiple free trials or consecutive trial periods. Any attempt to abuse our trial offerings may result in immediate termination without notice.

3.2 Account Security and Responsibility

You are solely responsible for maintaining the confidentiality of your Account credentials, including passwords, API keys, and any other access mechanisms. You accept responsibility for all activities that occur under your Account, whether or not you authorized such activities. You agree to immediately notify us of any breach of security or unauthorized use of your Account by emailing security@Skillfulcrm.com. We strongly recommend that you enable two-factor authentication and follow all security best practices we make available. Failure to maintain appropriate security measures may result in unauthorized access for which we shall not be liable. You agree to ensure that all users who access the Services through your Account comply with these Terms and you shall be responsible for any violations.

3.3 Account Ownership and Disputes

Your Account belongs to the individual or entity that created it unless you are acting on behalf of an organization, in which case the Account belongs to that organization. In the event of a dispute regarding Account ownership, we reserve the right to make a determination in our sole discretion based on factors we deem relevant, which may include the identity of the party paying for the Account, business registration documents, the original Account creator, usage patterns, and any other documentation we deem relevant. Our determination shall be final and binding on all parties. You agree to indemnify and hold us harmless from any claims, damages, or costs arising from Account ownership disputes. We may suspend access to any Account subject to an ownership dispute until resolution is reached.

3.4 Inactive Accounts

We reserve the right to terminate Accounts that have been inactive for ninety (90) consecutive days or more. Prior to termination, we will attempt to provide notice to the email address associated with the Account. We shall not be liable for any data loss resulting from the termination of inactive Accounts.

3.5 Sub-Account Transfers

Sub-Account holders may request to transfer their Sub-Account to another provider. We will not process such transfer requests without your approval through our designated transfer request process, except in the following circumstances: where the Sub-Account has attempted to obtain your approval through our transfer request process and you have failed to respond for at least thirty (30) days; where your Account has been canceled or force-canceled for non-payment and has not been reactivated within thirty (30) days; or where your Account has been suspended or terminated due to your breach of these Terms. You agree to indemnify us for any claims arising from Sub-Account transfers.

4. SUBSCRIPTION PLANS AND PAYMENT

4.1 Subscription Terms

The Services are provided on a subscription basis according to the plan you select. All subscriptions automatically renew for successive subscription periods unless canceled prior to the renewal date. You may cancel your subscription at any time through your Account settings, by submitting a support ticket, or by calling our support team. Cancellation will be effective at the end of the then-current subscription period. We reserve the right to modify our subscription plans and pricing at any time. Price changes will be effective upon thirty (30) days' notice for monthly subscriptions or at the next renewal date for annual subscriptions. Your continued use of the Services after a price change becomes effective constitutes your agreement to pay the modified price.

4.2 Payment Processing and Methods

All fees must be paid in advance on a monthly or annual basis according to your selected plan. By providing a payment method, you expressly authorize us to charge all fees incurred through your Account to that payment method. You agree to provide accurate and complete billing information and to update such information promptly if it changes. If your payment method fails or your Account is past due, we may suspend your access to the Services until payment is received. We will attempt to process failed payments for seven (7) business days before force-canceling your Account. You remain responsible for any uncollected amounts.

4.3 Communication Services and Usage Charges

Use of Communication Services incurs additional charges as set forth in our current rate schedule. These Communication Surcharges include carrier fees, platform fees, delivery charges, and any other associated costs. Communication Surcharges are calculated based on usage and will be charged to your Account in addition to your subscription fees. Rates for Communication Services are subject to change based on carrier pricing and other factors beyond our control.

4.4 Refund Policy

All fees paid are non-refundable except as expressly provided in this Agreement or as required by Applicable Law. We do not provide refunds or credits for partial subscription periods, unused Services, or Account terminations. Pre-paid services and minimum commitment subscriptions are non-refundable once activated. Some add-on services, including but not limited to HIPAA compliance packages, cannot be refunded once technically enabled on your Account. Your Business Associate Agreement, if applicable, is contingent upon active payment for the HIPAA compliance package and will be automatically terminated upon non-payment.

4.5 Late Payments and Collection

Overdue amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less. We reserve the right to suspend or terminate your Account for non-payment. If we engage in collection efforts, you agree to reimburse us for all costs incurred, including reasonable attorneys' fees and court costs. You are responsible for any chargebacks and associated fees. Excessive chargebacks may result in Account termination.

4.6 Taxes

All fees are stated exclusive of taxes unless otherwise specified. You are responsible for paying all taxes, levies, duties, and assessments imposed by any governmental authority, excluding taxes based on our net income. You shall provide us with any applicable tax exemption certificates. If you are required to withhold taxes from payments to us, you must gross up the payment so that we receive the full amount invoiced. We reserve the right to calculate and collect applicable taxes, including sales tax, VAT, GST, and other taxes as legally required. You agree to indemnify us for any tax-related claims arising from your use of the Services.

5. USE OF THE PLATFORM

5.1 License Grant

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 Services during your subscription term solely for your internal business purposes in accordance with the Documentation and these Terms. This license does not include any right to sublicense, resell, or distribute the Services except as expressly authorized in writing by us.

5.2 Restrictions

You agree not to, and will not permit any third party to, directly or indirectly reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof. You shall not modify, adapt, translate, or create derivative works based upon the Platform. You shall not rent, lease, distribute, sell, sublicense, transfer, or otherwise provide access to the Platform to any third party without our prior written consent. You shall not remove, alter, or obscure any proprietary notices on the Platform. You shall not use the Platform for any unlawful purpose or in violation of any Applicable Law. You shall not access the Platform for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes. You shall not use the Platform to build or support products or services competitive with the Platform. You shall not introduce any viruses, worms, Trojan horses, or other malicious code into the Platform. You shall not attempt to gain unauthorized access to any portion of the Platform or any other accounts, systems, or networks connected to the Platform. You shall not use any robot, spider, scraper, or other automated means to access the Platform except as expressly permitted through our API. You shall not interfere with or disrupt the integrity or performance of the Platform. You shall not attempt to decipher any transmissions to or from the servers running the Platform.

5.3 Fair Use Policy

Any subscription plans or features marketed as "unlimited" are subject to our Fair Use Policy and are intended for normal business use. Excessive use that negatively impacts Platform performance or availability for other users may result in throttling, suspension, or termination of your Account, or may require you to upgrade to a higher-tier plan. We reserve the right to determine what constitutes excessive use in our sole discretion.

5.4 Prohibited Uses and Code of Conduct

You agree to comply with the Code of Conduct set forth in Exhibit A attached hereto and incorporated herein by reference. Violation of the Code of Conduct constitutes a material breach of these Terms and may result in immediate termination of your Account without refund.

5.5 Export Control and Sanctions Compliance

You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, including but not limited to Cuba, Iran, North Korea, Syria, Russia, Belarus, and the Crimea, Donetsk, and Luhansk regions. You further represent that you are not listed on any U.S. Government list of prohibited or restricted parties, including the Treasury Department's list of Specially Designated Nationals or the Commerce Department's Denied Persons List or Entity List. You agree to comply with all applicable export control laws and regulations in your use of the Services and will not export, re-export, or transfer the Services in violation of such laws.

5.6 No Bug Bounty Program

We do not maintain a bug bounty program and do not offer rewards for identifying vulnerabilities. If you discover a security issue, please report it to security@skillfulcrm.com. Any unauthorized security testing, including penetration testing or vulnerability scanning, is strictly prohibited and may result in termination of your Account and legal action.

6. TELECOMMUNICATIONS COMPLIANCE

6.1 Your Status as Sender

You acknowledge and agree that you, and not the Company, are the "sender," "initiator," "maker," or "caller" of all communications transmitted through the Platform for purposes of all Applicable Laws, including but not limited to the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and all similar state, federal, and international laws. We are merely a platform provider and do not initiate, control, or direct any communications. You are solely responsible for the content, timing, recipients, and legal compliance of all communications sent using the Platform.

6.2 Consent and Compliance Obligations

You represent, warrant, and covenant that you have obtained and will maintain all legally required consents before initiating any communication through the Platform. For marketing communications, you must obtain prior express written consent that complies with the TCPA and its implementing regulations. You must maintain records of all consents for the duration of any applicable statute of limitations. You agree to comply with all Applicable Laws governing electronic communications, including without limitation the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227 and its implementing regulations; the Telemarketing Sales Rule (TSR), 16 C.F.R. Part 310; the CAN-SPAM Act, 15 U.S.C. §§ 7701-7713; all state telemarketing and anti-spam laws; the National Do-Not-Call Registry and all state Do-Not-Call requirements; all carrier requirements and industry standards including 10DLC registration requirements; and all international laws including GDPR, CASL, and similar regulations.

6.3 Required Practices

You must implement and maintain clear and conspicuous opt-out mechanisms for all communications and must honor all opt-out requests within forty-eight (48) hours of receipt. You must include all legally required disclosures, identifications, and contact information in your communications. You must maintain accurate suppression lists and check them before sending any communication. You must register as a telemarketer in all jurisdictions where required and post any required bonds. You agree to cooperate with any requests for information from law enforcement, regulators, or telecommunications providers regarding your use of Communication Services.

6.4 Phone Number Management

Phone numbers obtained through the Platform will be released within fourteen (14) days following termination of your Account. If a Sub-Account has ported an external phone number to the Platform, that number remains the property of the Sub-Account owner, and you authorize us to release such ported numbers to the Sub-Account owner upon their request following termination of your Account.

6.5 Telecommunications Indemnification

You agree to defend, indemnify, and hold harmless the Company from any and all claims, demands, losses, liabilities, damages, costs, and expenses, including reasonable attorneys' fees, arising from or related to your use of Communication Services or your failure to comply with any telecommunications laws or regulations. You acknowledge that violations of the TCPA can result in statutory damages of $500 to $1,500 per violation and that you are solely responsible for any such penalties.

7. WHITE LABEL AND RESELLER PROGRAM

7.1 White Label License

If you are authorized to white label the Platform, we grant you a limited, non-exclusive, non-transferable, revocable license to rebrand and resell access to the Platform under your own brand during the term of your subscription. This license permits you to customize certain visual elements of the Platform, including logos, color schemes, and brand names, solely for the purpose of offering the Platform to your customers. You acknowledge that you may not be able to remove all references to our underlying technology and that some elements of the Platform may not be customizable. You are solely responsible for any intellectual property issues arising from your customizations.

7.2 Minimum Advertised Price Policy

You agree not to advertise any Platform feature, service, plan, or benifit ("Feature") at a price below what we currently charge for that Feature in our published pricing which may change. If a Feature is included in any of our subscription tiers, you may not offer that same Feature in any plan priced lower than our corresponding tier. For example, if a feature appears in our $297 plan, you cannot advertise that Feature in any offering priced below $297. You are permitted to create plans with fewer Feature than our standard offerings or to bundle a Feature with your own services, but you may not undercut our pricing for any individual Feature or combination of Feature we offer without our express written consent. This minimum advertised price (MAP) policy applies to all advertised prices after accounting for any coupons, rebates, gift cards, or other promotional offers that effectively reduce the advertised price. The MAP policy does not apply to the final price charged at checkout, physical brick-and-mortar locations where pricing is not visible online, or jurisdictions where MAP policies are prohibited by law.

7.3 Reseller Restrictions

You may not offer lifetime licenses or one-time payment options for access to the Platform without our express written consent. All subscriptions must be on a recurring basis. You may not directly or indirectly solicit our existing customers to switch to your white-label offering. You may not make disparaging statements about our Platform or company. You may not represent yourself as our employee, partner, or authorized representative beyond your status as a reseller. You are solely responsible for providing all customer support to your customers and may not direct them to contact us for any reason. You must ensure that your customers agree to terms of service that are at least as protective as these Terms.

7.4 Reseller Liability

You are fully liable to your customers for their access to and use of the Platform. You are solely responsible for resolving all customer disputes and inquiries. Failure to adequately support your customers or respond to legitimate customer issues may result in termination of your reseller privileges or Account.

8. DATA PROTECTION AND PRIVACY

8.1 Data Processing Relationship

With respect to any personal data processed through the Platform, you are the data controller and we are the data processor. We will process personal data only in accordance with your documented instructions and these Terms. We may engage sub-processors to assist in providing the Services, provided that such sub-processors are bound by data protection obligations at least as protective as those in these Terms. You acknowledge and agree that our Affiliates may be sub-processors and that we and our Affiliates may engage third-party sub-processors in connection with the provision of the Services.

8.2 Your Data Protection Obligations

You represent and warrant that you have and will maintain all necessary rights and consents to provide personal data to us for processing in accordance with these Terms. You shall ensure that you have a lawful basis for any processing of personal data in connection with your use of the Services. You shall provide all required notices to data subjects regarding the processing of their personal data. You shall implement appropriate technical and organizational measures to protect personal data. You are solely responsible for responding to and fulfilling all data subject rights requests, including requests for access, rectification, erasure, portability, restriction of processing, and objection to processing. You must respond to such requests within the timeframes required by Applicable Law. If we receive any data subject requests relating to your processing of personal data, we will forward such requests to you, and you shall be solely responsible for responding.

8.3 Data Breaches

In the event of a data breach affecting personal data processed through the Platform, we will notify you without undue delay after becoming aware of the breach. You are solely responsible for complying with all applicable data breach notification requirements, including notifying supervisory authorities and affected individuals within required timeframes. You shall bear all costs associated with breach notifications, credit monitoring services, and any other remediation measures. You agree to cooperate with us in investigating any security incidents and to implement recommended security measures.

8.4 Data Retention and Deletion

We will retain Customer Data during the term of your subscription and for ninety (90) days thereafter to allow for Account reactivation unless you request earlier deletion. You are responsible for implementing your own data retention and deletion policies to ensure compliance with Applicable Law. Upon termination, we will delete or return Customer Data in accordance with our standard procedures, subject to any legal obligations to retain certain information.

8.5 International Data Transfers

By using the Services, you acknowledge that Customer Data may be transferred to and processed in the United States and other jurisdictions where we or our sub-processors maintain facilities. You are responsible for ensuring that any transfer of personal data outside of the originating jurisdiction complies with Applicable Law, including implementing appropriate safeguards such as Standard Contractual Clauses where required.

8.6 Specific Data Source Restrictions

If you use any integrations with People Data Labs or similar data providers, you agree to comply with all applicable acceptable use policies and restrictions. You shall not use such data for any discriminatory purposes, FCRA-regulated activities, or any purpose prohibited by the data provider's terms of service.

9. INTELLECTUAL PROPERTY

9.1 Platform Ownership

The Platform and all related software, technology, content, and materials, including all intellectual property rights therein, are and shall remain the exclusive property of the Company and its licensors. No rights are granted to you other than as expressly set forth in these Terms. All rights not expressly granted are reserved by the Company. The Platform may be protected by patents, copyrights, trademarks, trade secrets, and other intellectual property rights.

9.2 Customer Data

You retain all rights, title, and interest in and to your Customer Data. By using the Services, you grant us a limited, worldwide, royalty-free license to use, copy, store, transmit, display, and process Customer Data solely as necessary to provide the Services to you in accordance with these Terms and our Privacy Policy. You represent and warrant that you have all necessary rights to grant this license and that Customer Data does not infringe any third-party rights.

9.3 Feedback

Any Feedback you provide to us shall become our exclusive property. We may use Feedback for any purpose without compensation or attribution to you. You hereby irrevocably assign to us all rights, title, and interest in and to all Feedback and agree to provide us with any assistance we may require to document, perfect, and maintain our rights in Feedback.

9.4 Usage Data

We may collect and analyze data and information related to your use of the Platform to improve and enhance the Services and for other business purposes. We may use aggregated and anonymized usage data for any purpose, including benchmarking, analytics, and marketing, provided that such data cannot be used to identify you or any individual.

9.5 DMCA Policy

We respect intellectual property rights and expect our users to do the same. We will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement, please provide our designated Copyright Agent with the following information: a physical or electronic signature of the copyright owner or authorized representative; identification of the copyrighted work claimed to be infringed; identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material; your contact information; a statement that you have a good faith belief that use of the material is not authorized; and a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Our designated Copyright Agent can be reached at: Skillful Brands Attn: DMCA Agent, 2810 North Church Street #878610 Wilmington, DE 19802, dmca@Skillfulcrm.com.

10. THIRD-PARTY SERVICES

10.1 Third-Party Integrations

The Platform may enable you to integrate with or access Third-Party Services. Your use of Third-Party Services is solely at your own risk and is governed by separate terms and conditions between you and the applicable third-party provider. We are not responsible for and make no representations or warranties regarding Third-Party Services. We are not liable for any damages or losses caused by your use of Third-Party Services. If you enable a Third-Party Service, you grant us permission to access and exchange data with the Third-Party Service on your behalf in accordance with your configuration and instructions.

10.2 Marketplace

We may make available a Marketplace through which third parties offer applications, integrations, Snapshots, and other products and services. Products obtained through the Marketplace are provided by third parties, not by us. We do not endorse, warrant, or support Marketplace products. Your use of Marketplace products is at your sole risk and subject to any terms imposed by the third-party provider. Purchasing or downloading Snapshots from the Marketplace grants you only a license to use such Snapshots within the Platform and does not transfer any ownership rights.

10.3 Data Migration Services

We may, at our sole discretion, offer to assist with migrating your data from other platforms. You represent that you have all necessary rights to the data being migrated. You are responsible for providing accurate access credentials and for verifying the completeness and accuracy of migrated data. We make no warranties regarding the success, completeness, or timing of data migrations. Complex or unusually large migrations may require a separate statement of work or may be declined at our discretion.

11. WARRANTIES AND DISCLAIMERS

11.1 Mutual Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement and that it will comply with all Applicable Laws in the performance of its obligations under this Agreement.

11.2 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF THE SERVICES.

11.3 No Professional Services

The Platform does not provide legal, tax, financial, medical, or other professional advice. Any tax calculation features, compliance tools, or similar functionality are provided for convenience only and do not constitute professional advice. You should consult with qualified professionals regarding your specific circumstances.

11.4 No Business Opportunity

We make no representations or warranties regarding the potential for business success, profitability, or revenue generation through use of the Services. Your business results depend on many factors beyond our control, and we do not guarantee any particular outcome from your use of the Services.

11.5 Beta Features

Beta Features are provided "AS IS" without any warranties. Beta Features may not be supported, may be discontinued at any time without notice, and may not be made generally available. We shall have no liability for any harm or damage arising from your use of Beta Features.

12. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company, its Affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, demands, actions, losses, liabilities, damages, judgments, settlements, costs, and expenses, including reasonable attorneys' fees and legal costs, arising out of or in any way connected with your access to or use of the Services; your breach or alleged breach of these Terms; your violation of any Applicable Laws or regulations; your violation of any third-party rights, including intellectual property rights; your Customer Data or any content you submit through the Services; any communications sent through your Account; your failure to obtain required consents or comply with telecommunications laws; your relationships or interactions with your customers or any third parties; any tax obligations or disputes; any data protection or privacy violations; and any claims that your use of the Services caused damage to a third party. This indemnification obligation will survive the termination of your Account or these Terms.

13. LIMITATION OF LIABILITY

13.1 LIMITATION OF DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 CAP ON LIABILITY

EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS, YOUR BREACH OF SECTION 5.2 (RESTRICTIONS), OR YOUR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) ONE THOUSAND DOLLARS ($1,000).

13.3 ESSENTIAL BASIS

THE LIMITATIONS IN THIS SECTION 13 ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND SHALL APPLY REGARDLESS OF WHETHER A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. TERM AND TERMINATION

14.1 Term

This Agreement commences on the date you first accept these Terms or access the Services and continues until terminated in accordance with this Section 14.

14.2 Termination by You

You may terminate this Agreement at any time by canceling your subscription and ceasing all use of the Services. Cancellation may be completed through your Account settings, by submitting a support ticket, or by contacting our support team. Termination will be effective at the end of your then-current subscription period.

14.3 Termination by Us

We may suspend or terminate your Account and access to the Services immediately, with or without notice, if you breach any provision of these Terms; you fail to pay any fees when due; we are required to do so by law; you engage in fraudulent or illegal activity; or we discontinue the Services. We may also force-cancel Accounts for non-payment after seven (7) business days of attempted payment collection.

14.4 Effect of Termination

Upon termination for any reason, your right to use the Services will immediately cease, all fees owed by you become immediately due and payable, we may delete your Customer Data ninety (90) days after termination unless you request earlier deletion, phone numbers will be released within fourteen (14) days. The following provisions shall survive termination: Definitions, Payment obligations, Intellectual Property, Confidentiality, Disclaimers, Indemnification, Limitation of Liability, Dispute Resolution, and General Provisions.

15. CONFIDENTIALITY

15.1 Confidential Information

Each party may have access to information that is confidential to the other party. Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose such Confidential Information to any third party except as permitted under this Agreement. Each party agrees to use the other party's Confidential Information solely for the purposes of this Agreement and to protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

15.2 Exceptions

Confidentiality obligations shall not apply to information that is or becomes publicly available through no breach by the receiving party; was rightfully known by the receiving party prior to disclosure; is independently developed by the receiving party without use of Confidential Information; or is required to be disclosed by law, provided that the receiving party provides prompt notice to the disclosing party if legally permitted.

16. CERTIFICATION PROGRAM

If we offer a Certification Program and you choose to participate, you acknowledge that certified individuals are not our employees, agents, or representatives. Certification only indicates passage of an examination and does not constitute our endorsement or guarantee of quality. Certification badges are personal to the individual who earned them and may not be transferred or used by organizations. We may revoke certification at any time in our sole discretion. You agree not to misrepresent the scope or meaning of any certification.

17. HIPAA COMPLIANCE

If you purchase a HIPAA compliance package, a separate Business Associate Agreement (BAA) is required. The BAA is contingent upon continuous payment for the HIPAA package. Non-payment will result in automatic termination of the BAA, and we will no longer be considered a Business Associate under HIPAA. You remain solely responsible for all HIPAA compliance obligations and any breaches of protected health information.

18. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials, provided that the affected party promptly notifies the other party and uses diligent efforts to remedy the situation.

19. GENERAL PROVISIONS

19.1 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

19.2 Assignment

You may not assign any of your rights or delegate any of your obligations under this Agreement without our prior written consent. Any purported assignment or delegation in violation of this Section shall be null and void. We may assign this Agreement in whole or in part at any time without your consent.

19.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexcio, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

19.4 Entire Agreement

This Agreement, including all exhibits and documents incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

19.5 Amendment

We reserve the right to modify these Terms at any time by posting revised Terms on our website or through the Platform. Unless otherwise specified, changes become effective thirty (30) days after posting. Your continued use of the Services after changes become effective constitutes your acceptance of the revised Terms.

19.6 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not possible, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

19.7 Waiver

No waiver of any term or condition of this Agreement shall be valid unless in writing and signed by the party against whom such waiver is sought to be enforced. No waiver of any breach shall constitute a waiver of any subsequent breach.

19.8 Notices

All notices under this Agreement shall be in writing. Notices to you may be sent to the email address associated with your Account. Notices to us must be sent to legal@Skillfulcrm.com with a copy to Skillful Brands Attn: Legal Department, 2810 North Church Street #878610 Wilmington, DE 19802. Notice shall be deemed given upon receipt or, for email, upon sending if no bounce-back is received.

19.9 Electronic Communications

You consent to receive communications from us electronically. Electronic communications satisfy any legal requirement that communications be in writing.

19.10 Interpretation

The headings in this Agreement are for convenience only and shall not affect interpretation. The word "including" means "including without limitation." This Agreement shall be construed without regard to the party that drafted it.

19.11 Time Limitation 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.

20. DISPUTE RESOLUTION

20.1 Informal Resolution

Before initiating formal dispute resolution proceedings, you agree to attempt to resolve any dispute informally by contacting us at legal@Skillfulcrm.com. We will attempt to resolve the dispute informally for at least thirty (30) days from the date the dispute is first raised.

20.2 Binding Arbitration

If informal resolution is unsuccessful, any dispute, controversy, or claim arising out of or relating to this Agreement or the Services shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware, before a single arbitrator mutually agreed upon by the parties. The arbitrator's decision shall be final and binding, and judgment may be entered thereon in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees unless the arbitrator determines that a party has substantially prevailed, in which case the arbitrator may award costs and fees to the prevailing party.

20.3 CLASS ACTION WAIVER

YOU AND THE 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, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. Unless both you and the Company agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

20.4 Jury Trial Waiver

YOU AND THE COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.

20.5 Exception for Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights, confidentiality obligations, or other proprietary rights.

21. CONTACT INFORMATION

General Inquiries:

Skillful Brands
2810 North Church Street #878610 Wilmington, DE 19802
Email: support@Skillfulcrm.com

Legal Notices:

legal@Skillfulcrm.com

Security Issues:

security@Skillfulcrm.com

DMCA/Copyright:

dmca@Skillfulcrm.com

Privacy Inquiries:

privacy@Skillfulcrm.com

EXHIBIT A: CODE OF CONDUCT

Your use of the Platform is subject to this Code of Conduct. Violation of this Code of Conduct constitutes a material breach of the Terms of Service.

PROHIBITED CONTENT

You shall not use the Platform to create, upload, transmit, distribute, store, or otherwise make available any content that:

- Contains or promotes child sexual abuse or exploitation material
- Contains sexually explicit or pornographic content
- Promotes, encourages, or facilitates terrorism, violence, or harm to others
- Harasses, abuses, threatens, stalks, or bullies others
- Is hateful, discriminatory, or promotes hatred against any individual or group based on race, ethnicity, religion, gender, sexual orientation, disability, or other protected characteristics
- Infringes or violates any intellectual property or proprietary rights of others
- Contains false, misleading, or deceptive information
- Impersonates any person or entity or misrepresents your affiliation with any person or entity
- Violates the privacy or publicity rights of others
- Is illegal or promotes illegal activities
- Contains malware, viruses, or other harmful code

PROHIBITED ACTIVITIES

You shall not:

- Send spam, phishing messages, or other unsolicited communications
- Engage in cryptocurrency mining using our infrastructure
- Conduct unauthorized vulnerability testing or security research
- Attempt to access accounts or data belonging to others
- Interfere with or disrupt other users' access to the Platform
- Use the Platform for high-risk activities including medical devices, nuclear facilities, or weapons systems
- Engage in fraudulent, deceptive, or misleading practices
- Violate any applicable export control laws or sanctions
- Use the Platform to facilitate money laundering or terrorist financing
- Operate illegal gambling or betting operations
- Provide unauthorized professional services requiring licensure
- Use automated means to create fake engagement or reviews
- Facilitate academic dishonesty or plagiarism
- Engage in activities that could damage our reputation or business relationships

EXHIBIT B: ARTIFICIAL INTELLIGENCE ACCEPTABLE USE POLICY

If the Platform includes artificial intelligence features, your use of such features is subject to this AI Acceptable Use Policy.

AI SERVICE DISCLAIMERS

AI-generated content may be inaccurate, incomplete, biased, or inappropriate. We make no warranties regarding AI output. AI features do not provide professional advice of any kind. You are solely responsible for reviewing and verifying all AI-generated content before use.

PROHIBITED AI USES

You shall not use AI features to:

- Generate content that violates the Code of Conduct
- Create deceptive deepfakes or impersonate others
- Generate hateful, harassing, or discriminatory content
- Produce content harmful to minors
- Make automated decisions with legal or similarly significant effects without human review
- Process biometric data without appropriate consent
- Engage in unauthorized surveillance
- Generate content for submission as original academic work
- Create false reviews, testimonials, or endorsementsAttempt to extract training data or reverse engineer AI models
- Use AI in jurisdictions where prohibited by law

AI DATA RESTRICTIONS

Do not input into AI features: personal health information, payment card data, government identification numbers, passwords or security credentials, confidential third-party information, or any data you are not authorized to share.

REQUIRED AI DISCLOSURES

You must disclose to end users when they are interacting with AI, clearly label AI-generated content, provide mechanisms for users to opt out of AI interactions, maintain human oversight of AI operations, and comply with all applicable AI regulations.

EXHIBIT C: TELECOMMUNICATIONS COMPLIANCE CHECKLIST

This checklist provides guidance for telecommunications compliance but does not constitute legal advice. Consult with qualified legal counsel to ensure compliance with all applicable laws.

TCPA COMPLIANCE REQUIREMENTS

- Obtain prior express written consent for marketing calls/texts using an autodialer
- Include clear and conspicuous disclosure of autodialer use
- Maintain consent records for at least four years
- Honor Do-Not-Call requests within 30 days
- Check National Do-Not-Call Registry at least every 31 days
- Observe time restrictions (no calls before 8 AM or after 9 PM recipient's time)
- Provide accurate caller identification
- Implement procedures for maintaining company-specific do-not-call list

CAN-SPAM COMPLIANCE

- Include accurate header information
- Use truthful subject lines
- Identify message as advertisement
- Include valid physical postal address
- Provide clear opt-out mechanism
- Honor opt-outs within 10 business days
- Monitor what others do on your behalf

STATE REGISTRATION REQUIREMENTS

Various states require telemarketing registration and/or bonds. Requirements change frequently. Common registration states include but are not limited to: Florida, Texas, Tennessee, Indiana, Michigan, North Carolina, Utah, and Washington.

10DLC REGISTRATION

- Register your brand with The Campaign Registry
- Register each messaging campaign
- Provide accurate business information
- Maintain good sender reputation
- Follow carrier content guidelines
- Monitor for filtering or blocking

INTERNATIONAL REQUIREMENTS

- GDPR (EU): Obtain appropriate consent and provide required disclosures
- CASL (Canada): Obtain express consent for commercial electronic messages
- PECR (UK): Comply with electronic communication regulations
- Australian Spam Act: Include accurate sender information and unsubscribe facility

END OF TERMS OF SERVICE

By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.