Customer Management

Celerity Media Customer Management Terms and Conditions 

These Customer Management Terms and Conditions govern your use of the customer relationship management (CRM) services (both  mobile and internet-based) and business tools offered by us and these additional terms supplement your Celerity Media or  powered  by Celerity Media Terms and Conditions, as applicable. Any terms capitalized but not defined herein shall have the meaning set forth in the  Celerity Media Terms and Conditions. 

1. The CRM Service 

The “CRM Service” is a feature of Celerity Media that allows you to manage your business’s customers (“Customers”) through the  use of a customer records list and various other tools to help you communicate and exchange information with Customers or  prospects/leads (communication Inbox). Depending on your Celerity Media package level, Celerity Media  CRM may provide you the opportunity to schedule appointments, exchange and store documents, and promote your products  and services (“Client Products”) through the use of email and SMS text marketing, and the ability to allow certain numbers of  your staff or others in your business to access Celerity Media through their own account credentials.  

For Celerity Media, except where limited or prohibited by law or policy for a particular type of business, CRM services provided depend on the CRM Service package ordered. Services may include:

• Client Communication Inbox 

• A Customizable Contacts Manager with Contact Tags & Filters & Contact data enrichment 

• Transactional Email and SMS Text Messages 

• 2-way SMS texting from your business phone (text enabling for non-mobile number) 

• Ability to create and schedule Email and SMS Text Marketing Campaigns 

• Customer Portal web page with password-accessed Client Zone 

• Booking Services (appointment scheduler)  

Options based on Celerity Media package purchased:  

• # of Business User Account credentials included 

• # of services supported  

• # of promotional SMS text and email messages included 

• Amount of document storage space included 

You and Customers are both users of the CRM Service and are herein after referred to collectively as “Users.” 

2. 2-Way SMS Texting 

If you do not have a telephone number that can be SMS/text enabled, we may provide a provisioned telephone number (an  “SMS Number”) acquired by us for use within your CRM Service. Use of a SMS Number in your CRM Service will enable you to send and receive text messages from within Celerity Media and will allow us to attempt to reduce the number of unwanted  texts coming in to your business. You acknowledge that accepting the SMS Number means that you authorize us to take  measures to reduce the number of spam texts that come in to your business via the SMS Number and to not deliver to your  business such texts that are determined, through use of our analytics systems and screening methods, to likely be unwanted  spam texts. You authorize us to act as your agent in acquiring or provisioning the SMS Number for your use with the CRM  Service and grant us the exclusive right to receive all text data arising from the SMS Number. We do not guarantee any  specific exchange for the SMS Number. You understand and agree that your customers may incur mobile charges when  texting the SMS Number. You agree that, as between us, we have all rights and licenses in and to the SMS Number, but  that ownership of the SMS Number cannot be transferred to you by us at any time during or after the term of your CRM  Service, and that when your subscription to the CRM Services ends, the SMS Number will be disconnected or may be  reassigned to another business. You will not cause or permit the SMS Number to be published or otherwise used apart from  you CRM Service, and you cannot assign or transfer the SMS Number to a third party. You authorize and give full  permission and consent to us to install, implement, use, and enable, as applicable, in the CRM Service the SMS Number,  and to permit us to collect, use and store information collected via the SMS Number. You agree to cooperate with us as  required to enable the SMS Number. You grant us and our third party vendors specific permission to administer, monitor, 

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and access the SMS Number and use the data collected from the SMS Number to provide reports to you and for other  administrative purposes, in our sole discretion. You agree to treat as confidential any personally identifiable information  provided to you or contained in the text messages or reporting that results from your use of the SMS Number. 

3. Term 

The term of the CRM Service will align with your Celerity Media Subscription Period/Celerity Media Product Term or Subscription  Period, as applicable. 

4. Your Representations as to Your Use of the CRM Service; Operational Limitations and Changes to the Service. 

A. Accounts 

You agree that you will not allow another person to use your Account credentials to access or use the CRM Service under  any circumstances, except for your business’s authorized Users with their individual User Account credentials (formerly  known as Staff Accounts). You are solely and entirely responsible for maintaining the confidentiality of your Account  credentials and for any communications or marketing campaigns authorized or conducted using your Account, including any  charges, damages, liabilities or losses incurred or suffered as a result of you failure to maintain the security of your Account. 

You agree to maintain your Account solely for your own business use.  

B. Your Use of the CRM Service.  

As applicable, You agree and represent that you will honor the reservations or appointments made by Customers through  the CRM Service, or will communicate with them in advance to resolve any conflicts with the Customer. You are solely  responsible for all customer service issues relating to your use of the CRM Service and for all marketing or other interaction  with Customers related to your Client Products.  

You understand that any enhancement of your Customer Records within the CRM with images is intended for your  convenience and informational purposes and your internal administrative uses only. These Customer images should not be  used for any public-facing purpose including in communications or marketing.  

You will not use the CRM Service to engage in any fraudulent or illegal marketing activities. We reserve the right to remove  or reclaim any username on your Account used for marketing or communication purposes if we believe, in our sole  discretion, the username is inappropriate, offensive or confusing or potentially violates the rights of a third party (such as  when a trademark owner provides notice that a username is similar to their trademark and the username does not closely  relate to the User’s actual name or trademark rights). 

We cannot guarantee it, but we will make commercially reasonable efforts to keep the CRM Service and its features safe  and spam free. In order to help us do so, you agree not to: 

• send or otherwise post unauthorized commercial communications (such as spam texts or emails) through the CRM  Service. 

• collect Users' content or information, or otherwise access the CRM Service, using automated means (such as  harvesting bots, robots, spiders, or scrapers) without our permission. 

• engage in unlawful multi-level marketing, such as a pyramid scheme, on the CRM Service. 

• upload viruses or other malicious code. 

• solicit login information or Account credentials or access an account belonging to someone else. • bully, intimidate, or harass any User. 

• post content that is hateful, threatening, pornographic, or that contains nudity or graphic or gratuitous violence. • develop, advertise or otherwise market alcohol-related or other mature content. 

• use the CRM Service to do anything unlawful, misleading, malicious, or discriminatory. 

• do anything that could disable, overburden, or impair the proper working of the CRM Service, such as a denial of  service attack. 

• facilitate or encourage any violations of these Customer Management Terms of Service. 

5. Compliance with Laws. You agree you will follow all laws, rules, regulations and industry standards related to your  business’s use of the CRM Service (“Laws”), including but not limited to, as applicable, the Telemarketing and Consumer  Fraud & Abuse Prevention Act, Telephone Consumer Protection Act of 1991, and The Controlling the Assault of Non Solicited Pornography and Marketing (CAN-SPAM) Act of 2003. Without limiting the foregoing, you agree that you may  not use the SMS services to transmit or disseminate any: (i) unsolicited material to persons or entities that have not agreed  to receive such material or to whom you do not otherwise have a legal right to send such material; (ii) material that infringes  or violates any third party’s intellectual property rights, rights of publicity, privacy, or confidentiality, or the rights or legal  obligations of any wireless service provider or any of its customers or subscribers; (iii) material or data, that is illegal, or 

material or data that is harassing, coercive, defamatory, libelous, abusive, threatening, obscene, or otherwise objectionable,  materials that are harmful to minors or excessive in quantity, or materials the transmission of which could diminish or harm  the reputation of us and/or our third party service providers or any third-party service provider involved in the provision of  the SMS services; material or data that is illegal drugs-related (e.g., marijuana, cocaine), and related to pharmaceuticals,  specifically mentions any wireless carrier or copies or parodies the products or SMS services of any wireless carrier; viruses,  Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage,  detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information; material or information that is false or misleading, or likely to mislead or deceive; or (iv) signal or impulse that could cause electrical,  magnetic, optical, or other technical harm to the equipment or facilities of us and/or our third party service provider or any  third party.  

You acknowledge and agree that certain Laws and the policies of the carriers and other service providers may limit the types  of businesses or content that may be transmitted via SMS Text message or email. For example, Text marketing messages  may not contain any content related to S(ex or adult services), H(ate or hate speech), A(lcohol, including beer and wine),  F(irearms or other weapons), T(obacco or vaping) (SHAFT). You agree to abide by these Laws and any policies we make  available in the CRM Services and we reserve the right to limit your future access to the CRM Services if you do not comply.  

You confirm that you will comply with applicable Payment Card Industry Data Security Standards, (“PCI DSS”) and the  National Automated Clearing House Association (“NACHA”) rules, as applicable, if you collect any payment information  through the CRM Service.  

You agree to bind your Users of the CRM Service to any restrictions in these Terms of Service, including, but not limited to,  those stated above.  

6. HIPAA Notice 

You should not share any protected health information with service providers via the CRM Service. The CRM Service is  not intended to be used to communicate protected health information, and it is not intended to be compliant with the Health  Insurance Portability and Accountability Act (HIPAA). The term “protected health information” means any information  that relates to the past, present or future physical or mental health or condition of an individual; the provision of health care  to an individual; or the past, present or future payment for the provision of health care to an individual. If you do collect,  store or share any protected health information via the Celerity Media or CRM services, you do so at your own risk. 

7. Disclaimers 

We are not liable for any harm caused by or related to the theft of your account credentials, your disclosure of your account  credentials, or your authorization to allow another person to access or use the services using your account credentials. We  make no representations or warranties whatsoever with respect to products or services offered or provided by businesses or  requested by their customers through use of the CRM services, whether in public, private, or offline interactions, or about  the accreditation, registration or licensing of any professional and disclaim any responsibility for same. Regarding  Appointment Scheduling Services, you understand and agree that we do not routinely screen your Users, inquire into the  background of your Users or attempt to verify information provided by any User is accurate or truthful.  

The CRM services may contain links to third party websites, applications, services and widgets that are not owned or  controlled by us and we assume no responsibility for the content, privacy policies, or practices of any third party websites,  applications, services or widgets. In addition, we will not and cannot censor or edit the content of any third-party site. By  using the CRM services, you expressly relieve us from any and all liability arising from your use of any third-party website,  application, service, or widget. 

You expressly understand and agree that: we and/or our third party service providers exercise no control whatsoever over  any content or user information, including the content of messages, that may be transmitted and/or generated using the email  or SMS text services. We and/or our third party service providers’ responsibilities are limited to transmitting the information  to and from the parties. Your use of the services is at your sole risk. You are fully and solely responsible for your interactions  with other Users and you agree that it is solely your responsibility to take reasonable precautions in all actions and  interactions with other businesses and customers and in the provision or receipt of services. We are not responsible for the  conduct, whether online or offline, of any User of the CRM services. We reserve the right, but have no obligation, to monitor  disputes between you and other Users. Please carefully select the type of information that you post on the CRM services or  through the CRM services or release to others. We disclaim all liability, regardless of the form of action, for the acts or  omissions of other participants or users.

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THE CRM SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY  DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT  LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE  AND NON-INFRINGEMENT. WE MAKES NO WARRANTY THAT (I) THE CRM SERVICES WILL MEET YOUR  REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE CRM SERVICES WILL  BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE CRM SERVICES  WILL BE CORRECTED, OR (IV) THAT THE CRM SERVICES OR ANY SERVER THROUGH WHICH YOU  ACCESS THE CRM SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS  ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY  DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF  ANY SUCH MATERIAL. YOU UNDERSTAND THAT IN USING THE CRM SERVICES, ANY SENSITIVE  INFORMATION WILL TRAVEL THROUGH THIRD-PARTY INFRASTRUCTURE THAT IS NOT UNDER OUR CONTROL (SUCH AS THIRD-PARTY SERVERS). WE MAKE NO WARRANTY WITH RESPECT TO THE  SECURITY OF SUCH THIRD-PARTY INFRASTRUCTURE. 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR  THROUGH OR FROM THE CRM SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN  THESE TERMS OF SERVICE. 

8. Limitation of Liability and Release. WE EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS  RELATED TO OR ARISING FROM USE OF THE CRM SERVICE. BECAUSE WE ARE NOT INVOLVED IN THE ACTUAL  INTERACTIONS BETWEEN BUSINESSES AND CUSTOMERS OR IN THE PROVISION OF ANY BUSINESS’S SERVICES,  YOU HEREBY RELEASE AND FOREVER DISCHARGE US AND OUR AFFILIATES, OFFICERS, DIRECTORS,  EMPLOYEES, AGENTS AND LICENSORS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (ACTUAL OR  CONSEQUENTIAL) OF EVERY KIND AND NATURE, WHETHER KNOWN OR UNKNOWN, CONTINGENT OR  LIQUIDATED, ARISING FROM OR RELATED TO ANY DISPUTE OR INTERACTIONS WITH ANY OTHER USER,  WHETHER ONLINE OR IN PERSON, WHETHER RELATED TO THE PROVISION OF A BUSINESS’S SERVICES OR  OTHERWISE. 

9. Our Rights 

We may change, modify, suspend, or discontinue all or any part of the CRM Service at any time, with or without reason.  We reserve the right to remove any incorrect, out of date, or illegal information from profiles, as well as the entire profile  itself. We reserve the right to remove or change any content, including, but not limited to, any images, from the CRM  Service, at our sole discretion. We reserve the right to suspend or terminate the Account of anyone who provides  inaccurate, untrue, or incomplete information, fails to comply with applicable Laws, or who fails to comply with the  account registration requirements or the other requirements in these Terms and Conditions. Upon closure of an Account,  any pending transactions will be cancelled. 

10. Privacy 

With regard to any webpage that collects data from site visitors that may be included as a component of the CRM services,  you agree to post and comply with a privacy policy that informs consumers from whom you collect information that you  and third parties may collect information about their interaction with your business or the CRM Service, and how you handle  that information. We will have the right to collect and use the data collected via the CRM Service as described below. You  must post these types of policies on your sites, and include a hyperlink to these policies in all emails and text messages you  send out via the CRM Service. By using the CRM Service, you may receive information about Customers or other third  parties, which you should keep confidential and use only in compliance with Laws. You may not use such information for  marketing purposes unless you receive the express consent of the Customer or other third party. For your convenience, we  may offer a sample privacy policy that you may adopt, customize or draw from to draft your own terms and privacy policy,  but these model documents are for informational purposes only and should not be considered or relied upon as legal advice  or legal documentation. We do not represent that any sample privacy policy will comply with all of your obligations under  law for your specific business or industry, and we may not update such sample terms of use and privacy policy when there  are changes in laws, rules, regulations, best practices, and other requirements. You agree that you remain solely responsible  for your compliance with applicable Laws.

Our collection of data and information via the CRM Service from Users and others is subject to our Privacy Policy which  is available at https://www.celeritymediagroup.com/privacy-policy and is incorporated herein (the “Privacy Policy”). You understand that  through your use of the CRM Service that you consent to the collection use and sharing (as set forth in the Privacy Policy)  of such data and information. This includes, Personally Identifiable Information You Knowingly Provide, Personally and  Non-Personally Identifiable Information We Collect Automatically, and Non-Personally Identifiable Information You  Knowingly Provide. We collect and may store and share personally identifiable information that you knowingly provide to  us. In addition, as you (and other users) browse or use the CRM Service, our web servers, and non “Celerity Media Family”  companies with which we have an agreement may, automatically collect, store, share and track certain information about  such visits or site use, usually through the use of browser cookies, JavaScript files and tagging, web address tracking codes,  file impression counts, “web beacons”, and the analysis of http headers (“Tracking Methods”). In some cases, we may also  collect, store and share non-personally identifiable information that you provide.  

11. Security 

We have implemented technical and organizational measures designed to secure your personal information from  accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that  unauthorized third parties will never be able to defeat those measures or use your personal information for improper  purposes. You acknowledge that you provide your personal information at your own risk. 

12. Indemnification 

You agree to defend, indemnify and hold us and our agents, representatives, employees, and affiliates harmless from any  liability or costs, including attorneys’ fees and expenses, resulting from any breach of these Customer Management Terms  and Conditions.