Terms Of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. ONCE ACCEPTED,
THESE TERMS OF SERVICE, IN COMBINATION WITH OUR PRIVACY POLICY, DATA PROCESSING
AGREEMENT, AND AFFILIATE AGREEMENT (COLLECTIVELY THE “TERMS”), BECOME A BINDING
LEGAL COMMITMENT BETWEEN YOU (OR THE BUSINESS ENTITY THAT YOU REPRESENT) AND CRM365.AI,
INC AND ITS RESPECTIVE OFFICERS, DIRECTORS, SUCCESSORS AND ASSIGNS (HEREINAFTER
REFERRED TO AS “CRM365.AI,” “WE” OR “US”) AND WILL GOVERN YOUR ACCESS TO AND
USE OF THE PLATFORM AND ALL OTHER INTERACTIONS WITH CRM365.AI RELATED TO THE
PLATFORM.

ONLY THE TERMS IN THIS RIGHT COLUMN ARE LEGALLY BINDING. THE
EXPLANATIONS IN THE COLUMN TO THE LEFT ARE FOR INFORMATIONAL PURPOSES ONLY AND
NON-BINDING.

IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT ACCEPT
THEM, CREATE AN ACCOUNT, OR USE THE PLATFORM. IN THE EVENT OF A CONFLICT
BETWEEN THESE TERMS OF SERVICE AND THE ADDITIONAL AGREEMENTS INCORPORATED
HEREIN BY REFERENCE, THESE TERMS OF SERVICE SHALL PREVAIL.

Crm365.ai 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.

You should consult a lawyer for legal advice to ensure your
use of the Platform complies with these Terms and applicable law.

You have to be at least 18 years old to use our platform and
services.

1. Use of Platform

1.1. Age 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 must
not create a Customer account unless you are at least 18 years of age. If you
are a parent or legal guardian permitting a person who is at least 13 years of
age but under 18 years of age (a "Minor") create a Customer account
and/or use the Platform, you agree to: (i) supervise the Minor’s use of the
Platform and their account; (ii) assume all risks associated with, and
liabilities resulting from, the Minor’s use of the Platform and their Customer
account; (iii) ensure that the content on the Platform is suitable for the
Minor; (iv) ensure all information submitted to us by the Minor is accurate;
and (v) provide the consents, representations and warranties contained in the
Terms on the Minor’s behalf.

The person who accepts these terms is the owner of the
platform account. If you accepted the terms on behalf of a business entity, the
business entity is the owner of the platform account.

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.

You can’t use our platform in a way that breaks our rules or
the law. You are responsible for making sure you and your customers’ use of the
platform and services is compliant with applicable laws and regulations.

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 of 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
provide these Terms to your employees, agents, and customers and confirm that
all employees, agents, and customers understand that they are subject to these
Terms if they use or offer access to the Platform; (vi) You own or control all
rights in and to all content you provide to Crm365.ai, including, but not
limited to, any code provided to customize the Platform for your customers;
(vii) You will be solely responsible for your use of the Platform, including
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; and (viii) You, your employees, and your customers will provide
reasonable cooperation regarding information requests from law enforcement,
regulators, or telecommunication provider

We take privacy seriously. Make sure to read our Privacy
Policy and Data Processing Agreement. You also need to have a Privacy Policy of
your own that you make available to your customers.

1.4. Privacy. By using the Platform and providing
Information on or through the Platform, you consent to Crm365.ai’s use and
disclosure of the Information in accordance with the Privacy Policy available
here and incorporated herein by reference. You agree that Crm365.ai 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 Privacy Policy, providing the level of protection at least
equal to that provided to you by Crm365.ai. 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.

Keep your Login Credentials confidential. Let us know if you
think someone has gained unauthorized access to your account.

1.5. 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 Crm365.ai immediately of any unauthorized access to or
use of your Platform Account or Login Credentials or any other breach of
security. Crm365.ai reserves the right to disable your Login Credentials at any
time in its sole discretion for any or no reason, including if, in Crm365.ai’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.

We are a platform provider ONLY. We don’t originate, send,
or deliver any communications on your behalf. If you use any of the
communication services features on our platform, you are responsible for making
sure your communications comply with applicable laws, including but not limited
to the Telephone Consumer Protection Act (“TCPA”) and CAN-SPAM Act.

1.6. Use of Communication Services. The Platform may include
certain communications features such as SMS, MMS, email, voice call
capabilities and other methods.

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 such as the Telephone Consumer Protection Act
(“TCPA”) and the CAN-SPAM Act. You represent and warrant that you understand
and will comply with those laws.

Crm365.ai
is not responsible for your compliance with laws and does not represent that
your use of the Platform will comply with any laws.

Crm365.ai is a technology platform
communication service application provider ONLY.

Crm365.ai 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.

Some features on our platform leverage third-party services.
We are not in control of those third party services, so we’re not liable for
problems that arise from them.

By the way, if you have been assigned phone numbers or email
addresses to be used through our platform, we might have to release those phone
numbers or emails if you pause or delete your account, and the phone numbers or
addresses may no longer be available if you reactivate or unpause your account.

1.7. Third Party Services. The Platform may leverage or
include access to Third Party Services. Crm365.ai is not responsible for the
usability or accessibility of Third Party Services. If you elect to pause or
delete some or all of your Platform Account, certain features or functionality
(such as LeadConnector phone numbers or email services) may not be retrievable
upon reactivation. If you pause some or all of your Platform Account for more
than thirty (30) days, and Crm365.ai 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), Crm365.ai reserves the right to release the phone
number or delete some or all of your Platform Account in its sole discretion,
without liability. Crm365.ai disclaims all liability related to outages or
downtime of Third Party Services.

There might be content on our platform that was created or
provided by third parties. We’re not responsible or liable for that content.

1.8. 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 Crm365.ai. Crm365.ai 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.

If you customize the platform, make sure your customizations
don’t infringe anyone’s intellectual property rights.

1.9. Customizations. 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.

Crm365.ai
may remove any of your modifications at any time without advance notice and
without liability to you.

If you use more data than what’s contemplated by your
pricing plan, you might be required to upgrade your plan.

1.10. Excessive Use Restrictions. We provide 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 Crm365.ai’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 Crm365.ai’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.

We make regular updates to our platform, and sometimes those
updates might affect the previous mode of operation of the platform.

1.11. Platform Updates. Crm365.ai reserves the right to make
updates or changes to the Platform at anytime, 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 Crm365.ai’s
delivery or release of any functionality or feature, including but not limited
to the continuation of a certain Service or any third-party services.

We don’t allow access to our platform by those located in
embargoed countries.

You are responsible for compliance with any local laws that
might be applicable to your use of the platform.

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. Crm365.ai 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. Any offer
for any product, Services, and/or information made in connection with the
Platform is void where prohibited.

If you are authorized to resell access to the platform, you
can’t advertise prices that are lower than Crm365.ai’s prices. There might be
exceptions to this rule by law. We also reserve the right to make exceptions to
the rule in our sole discretion, and we can revoke those exceptions at anytime.

2. Resale MAP Policy.

If you are authorized to resell access to a version of the
Platform that is customized for or by You, You must comply with our Minimum
Advertised Price Policy (“MAP Policy”) as described below:

a. Minimum Advertised Price.

You cannot advertise access to the Platform for an effective price that
is less than the Standard Prices offered by Crm365.ai (the “MAP Policy”).
Standard Price for one Sub-Account is $97 USD for monthly subscriptions or $970
USD for an annual subscription. Crm365.ai reserves the right to change its
Standard Prices at any time, for any reason. In the event of a change to Crm365.ai’s
Standard Prices, you are responsible for ensuring your continued compliance
with the MAP Policy. For the avoidance of doubt, Crm365.ai may run special
pricing offers, promotions, or discounts from time-to-time (“Special Pricing”).
Crm365.ai’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 Crm365.ai
in its sole discretion.

b. Advertised Price and Final Sale Price.

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.

c. Exceptions to MAP Policy.

a. Crm365.ai 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.

b. 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).

c. 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.

d. 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..

d. 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. Crm365.ai may offer, but is
not obligated, to assist in resolving customer disputes or inquiries in its
sole discretion. If Crm365.ai determines, in its sole discretion, that you are
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 may exercise our ability to
terminate your Platform Account.

Do not pretend to be an employee or representative of Crm365.ai
when reselling the platform.

e. You Are Not Crm365.ai. You are prohibited from
representing yourself as a Crm365.ai employee or otherwise implying an
association with Crm365.ai when reselling access to the Platform. You may not
direct your customers to contact Crm365.ai for any reason, including but not
limited to Platform support.

f. 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.

Read this list carefully. These are behaviors that we do not
tolerate by users of our platform. If you engage in any of these behaviors, we
might terminate your platform account.

3. Prohibited Uses

The following are considered Prohibited Uses of the
Platform. Engaging in a Prohibited Use is a material breach of this Agreement
for which Crm365.ai may immediately suspend or termination 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 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 Crm365.ai, a Crm365.ai
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 would may, as determined by Crm365.ai,
harm Platform users or Crm365.ai, 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 Crm365.ai’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.

As a general rule, fees are nonrefundable, and we don’t
provide refunds or credits.

Note that some subscription fees require minimum
commitments. In those cases, we can’t cancel your subscription until you’ve
fulfilled the minimum commitment.

If you decide to pass through any subscription fees to your
customers, you cannot mark-up the fees.

4. Payment

a. Fees.

Your use of
the Platform is subject to the timely payment of all Fees. Fees may change from
time to time. All Fees are exclusive of Communication Surcharges. You will pay
all Communications Surcharges associated with your use of the Platform.
Communications Surcharges will be shown as a separate line item on an
invoice.

All Fees and Communications
Surcharges are nonrefundable. Fees will be billed to the credit card we have on
file.

Fees for subscriptions will be
billed in advance of Services. 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.

b. Noncancellable Fees. 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.

c. No Mark Ups. You may not mark-up or increase any Crm365.ai
Fees that you pass through to Your customers or third parties. You are solely
responsible for all pass-through Fees and related expenses, including but not
limited to refunds and charge backs of such pass-through Fees. Crm365.ai is not
responsible for resolving issues or disputes between You and Your customers
regarding pass-through Fees.

You’re responsible for taxes related to the platform and
transactions you conduct with your customers. You might have to indemnify Crm365.ai
if there is a tax issue related to your platform usage.

We might terminate your account if we can’t collect payment
from you.

If you have a payment dispute, let us know right away.

d. Taxes.

You are
exclusively responsible for taxes and other governmental assessments (“Taxes”)
associated with your use of the Platform, including all Taxes associated with
transactions you conduct with your customers.

Crm365.ai may collect Taxes from you as part of the Fees as legally
required or as Crm365.ai deems appropriate, and all Crm365.ai determinations
regarding what Taxes to collect are final.

Crm365.ai may recalculate and collect additional Taxes from you if it
determines at any point that they are due.

You will indemnify Crm365.ai 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 below. Taxes are
nonrefundable.

e. Overdue Amounts.

If, for any reason, your credit card company declines or otherwise
refuses to pay the amount owed for the Services you have purchased, you agree
that we may suspend or terminate your use of the Platform and/or delivery of
Services and 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.

f. Payment Disputes.

You will notify us in writing within sixty (60) days of the date we bill
you for any invoiced Fees or charges that you wish to dispute.

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 Crm365.ai
determinations regarding your obligation to pay invoiced Fees and charges are
final.

g. No Refunds or Credits.

Except as described below, all Fees assessed by Crm365.ai are
non-refundable. 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. Crm365.ai
does not provide Fee refunds or credits for such errors or omissions, or for
partially used or unused Platform or Services subscriptions.

If you sign up for a subscription but do not
access the Service or Platform, you are still responsible for all Fees during
the term of your subscription. Except as may be required by law, Crm365.ai
reserves the right to issue or deny a refund or credit in its sole and absolute
discretion, at any time, for any reason, and Crm365.ai’s determination of if
and when to issue or deny a refund or credit is final.

h. Cancellations. You are solely responsible for the
cancellation of Services associated with your account, and 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.

i. Your Responsibility For Financial Transactions. You are
solely responsible for all financial transactions you and your customers engage
in on the Platform or 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.

If you’re interested in earning commissions for referring
customers to Crm365.ai, check out our Affiliate Program.

5. Affiliate Program

Crm365.ai offers an Affiliate Program under which customers
may receive commissions for referring new accounts to Crm365.ai. Your
participation in the Affiliate Program is subject to Crm365.ai’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 Crm365.ai account in order to earn and receive commission
payouts. Commissions may be forfeited if Crm365.ai is unable to submit payment
to your payment account for any reason.

We own the platform and the content on it. You can use the
content for the purpose of making the platform available to you and your
customers.

We own our trademarks and service marks.

6. Intellectual Property

6.1. Platform Content. The Platform and Platform Content are
the property of Crm365.ai 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. Crm365.ai
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 Crm365.ai is strictly prohibited.

6.2. Crm365.ai Marks. Crm365.ai Marks are trademarks and
services marks of Crm365.ai and may not be used without advance written
permission of Crm365.ai, including in connection with any product or service
that is not provided by Crm365.ai, or in any manner that is likely to cause
confusion, or in any manner that disparages, discredits, or misrepresents Crm365.ai.
You may not remove any Crm365.ai Marks 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 Crm365.ai
Marks, with or without authorization, and such usage of Crm365.ai Marks does
not constitute or imply any approval, sponsorship, or endorsement by Crm365.ai.

You own the content that you post on our platform, but you
give us permission to use the content.

If the content that you post violates these terms, we will
take it down.

You can’t post anything inappropriate or offensive, or
materials that infringe someone else’s intellectual property rights

6.3. User Contributions. User Contributions are considered
non-confidential and non-proprietary. You grant Crm365.ai, our service
providers and each of their licensees, successors, and assigns the perpetual
right to use, reproduce, modify, perform, display, distribute, and otherwise
disclose User Contributions to third parties for any purpose. You also grant Crm365.ai
the right to use Your Information and User Contributions to improve the
Platform, develop new services, and/or improve Crm365.ai’s overall product
offerings and business model.

Crm365.ai
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. Crm365.ai is not responsible for any failure or delay in removing User
Contributions that violate the Terms. Crm365.ai 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.

If you give us ideas on how to improve our platform or any
other element of our business, then we have your permission to use that idea
without compensating you.

6.5. Feedback. If you provide Feedback, you agree and
acknowledge that your submission of Feedback is voluntary, non-confidential,
and gratuitous, and Crm365.ai has no obligation to use the Feedback. You grant Crm365.ai
and its designees a perpetual, irrevocable, non-exclusive, fully-paid up and
royalty-free license to use any Feedback you submit to Crm365.ai 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 Crm365.ai
or its designees throughout the universe in perpetuity in any and all media now
or hereafter known. You represent that the Feedback is your own original work,
you have all necessary rights to disclose the Feedback to Crm365.ai, and
neither your disclosure of the Feedback nor Crm365.ai's review and/or use of
the Feedback will infringe upon the rights of any other individual or entity.
If your Feedback is the subject of a patent that is pending or has been issued,
You are required to disclose that fact to Crm365.ai.

6.6. Feedback Waiver. You hereby irrevocably release and
forever discharge Crm365.ai

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 Crm365.ai with respect to the
Feedback, including without limitation how Crm365.ai directly or indirectly
uses the Feedback. You agree that you are responsible for the content of the
Feedback and further agree (at Crm365.ai's option and at your sole expense) to
defend, indemnify, and hold Crm365.ai 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 Crm365.ai may incur as a result of use of the
Feedback in accordance with these Terms.

If you think someone is infringing your copyrights, let us
know by following the process described in this section.

6.7. Copyright; Digital Millennium Copyright Act. If you
believe that Your copyrights have been infringed, or that your intellectual
property rights have been otherwise violated by a third party’s use of our
Platform, you should notify us of your infringement claim in accordance with
the procedure set forth below. We will process and investigate notices of
alleged infringement and will take appropriate actions under the Digital
Millennium Copyright Act (“DMCA”) and other applicable intellectual property
laws with respect to any alleged or actual infringement. A notification of
claimed copyright infringement should be emailed to support@crm365.ai
(Subject line: “DMCA Takedown Request”) and mailed to the designated copyright
agent address below.

Our designated copyright agent to receive DMCA Notices is:

Crm365.ai Inc

Attention: Copyright Agent

Prior Lake, MN 55372

To be effective, the notification must be in writing and
contain the following information:

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.

Counter-Notice: If you believe that your User Contribution
that was removed (or to which access was disabled) is not infringing, or that
you have the authorization from the copyright owner, the copyright owner's
agent, or pursuant to the law, to upload or display the content in your User
Contribution, you may send a written counter-notice containing the following
information to the above-listed Copyright Agent:

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.

If a counter-notice is received by our copyright agent, we
will send a copy of the counter-notice to the original complaining party,
informing that person that Crm365.ai may repost the removed content or cease
disabling it in 10 business days. Unless the copyright owner 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 to 14 business days or
more after receipt of the counter-notice, at our sole discretion.

We may, at our sole discretion, limit access to the Platform
and/or terminate the account of any user who infringes any intellectual
property rights of others.

Our platform doesn’t come with any warranties—it is provided
“as is.”

7. Disclaimers

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 CRM365.AI HAS NO
RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY
INFROMATION 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,
OR (D) 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 CRM365.AI
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.

CRM365.AI 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

Any direct damages that Crm365.ai might owe are capped at
the amounts you paid us in the three month period before the act giving rise to
the liability.

Crm365.ai is not responsible for any damages that indirectly
resulted from an incident

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.

IN NO EVENT SHALL CRM365.AI 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.

If you breach these terms, give us inaccurate information,
engage in gross negligence or willful misconduct, or if you or your customers
violate the law, you might have to indemnify us.

If a third party claims that our platform violates their
intellectual property rights, we’ll either (i) obtain the proper licenses so
that you can continue using the platform; (ii) modify or replace the platform;
or (iii) shut down the platform.

You agree to defend, indemnify, and hold Crm365.ai
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 Crm365.ai 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..

If you have a claim related to these terms or the platform,
you need to commence action within three months.

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.

Sometimes money won’t fix the problem if you breach these
terms. In those instances, we might seek equitable relief, like an injunction.

10. Injunctive Relief

You agree that a breach of these Terms will cause
irreparable injury to Crm365.ai for which monetary damages would not be an
adequate remedy, and Crm365.ai 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

You agree that a breach of these Terms will cause
irreparable injury to Crm365.ai for which monetary damages would not be an
adequate remedy, and Crm365.ai 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.

No waiver by Crm365.ai 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 Crm365.ai 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

Crm365.ai may assign its rights under these Terms at any
time, without notice to you. You may not assign your rights under these Terms
without Crm365.ai’s prior written consent which may be withheld at Crm365.ai’s
sole discretion.

13. Entire Agreement

Except as noted below, these Terms constitute the sole and
entire agreement between you and Crm365.ai 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 Crm365.ai.

Crm365.ai may enter into a separate agreement with you. The
terms of any separate agreement between you and Crm365.ai will be considered a
part of your entire agreement with Crm365.ai. To the extent there is a conflict
between these Terms and the terms of your separate agreement with Crm365.ai,
your separate agreement with Crm365.ai will control.

We can terminate this agreement and your access to the
platform at any time, for any reason.

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.

a. Grounds for Termination.

You agree that Crm365.ai, 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. Crm365.ai reserves the right to
delete Platform Accounts that have remained inactive for at least one (1) year.

b. 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. Crm365.ai 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.

c. How to Terminate or Make Adjustments. If you, for any
reason, would like to terminate your access to the Platform or make
adjustments, Crm365.ai requires written notice at least 30 days before your
next billing date.

d. No Termination by Third Party Users. Crm365.ai 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 Crm365.ai must
contact the party who originally provided access to the Platform for any
inquiries related to termination.

e. 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.

If we have a dispute that can’t be resolved, we will solve
it using arbitration.

Make sure you talk to a lawyer to understand this section.

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.

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 Crm365.ai must be sent to legal@crm365.ai. 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.

Crm365.ai 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 Crm365.ai,
you can click on the “unsubscribe link” provided in such communications or
contact us at compliance@crm365.ai

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. Crm365.ai 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 Crm365.ai, do not respond to the email
and notify Crm365.ai 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:

Crm365.ai Inc.

ATTN: Legal Department

400 North Saint Paul St., Suite 920

Dallas, Texas 75201

If a term is capitalized in this document, that means it has
a specific definition. Here’s the list of definitions for capitalized terms.

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. "Feedback” means ideas You provide to Crm365.ai
regarding improvements, enhancements, new features, new products, or other
concepts related to the Platform, Services, or other matters related to Crm365.ai’s
business.

17.3. “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.

17.4. "Crm365.ai Marks” means the Crm365.ai name and
related logos and service marks of Crm365.ai.

17.5. “Information” means data about You and Your customers
that Crm365.ai collects on the Platform, including but not limited to
information required to create a Platform Account and use the Platform for the
intended purpose.

17.6. “Login Credentials” means the username and password
used to access your Platform Account.

17.7. “Platform” means any Services, Training, content,
functionality, communication channels, and software or other services or
features offered to customers on or through Crm365.ai’s website or mobile
application.

17.8. “Platform Account” means the account you created in
order to access and use the Platform.

17.9. “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.

17.10. “Prohibited Conduct” means the behaviors described in
Section 3.

17.11. “Services” means the variety of product integrations
and services that Crm365.ai makes available on the Platform. Services may
include Third Party Services.

17.12. “Sub-Account” means a subscription for one business
under a Platform Account.

17.13. “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.

17.14. “Third Party Services” means any Services or other
services owned and provided by a third party vendor that Crm365.ai makes
available to You as a Service on or through the Platform.

17.15. “Training” means any training, information or
suggested usages conveyed by Crm365.ai about the Platform.

17.16. “User Contributions” means content or materials that
you post, submit, upload, publish, display, or transmit on or through the
Platform or to Crm365.ai directly.

17.17. “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.