ICRM LLC – Terms and Conditions & Client Agreement

Effective Date:

01/01/2025

This Terms and Conditions and Client Agreement ("Agreement") is entered into by and between ICRM LLC (“ICRM,” “we,” “our,” or “us”), and you, the subscribing client (“Client,” “you,” or “your”). This Agreement governs your access to and use of ICRM’s CRM and marketing automation services.

By using or subscribing to ICRM’s services, you agree to the terms of this Agreement.

Definitions

1.1 Client Workflows and Data:

“Contacts” include all customer information, phone numbers, communications, and related data entered or created by the Client.“Client Workflows” refer to any workflows, automations, pipelines, or processes created or configured by the Client within the ICRM platform.

1.2 ICRM Proprietary Workflows and Materials:

“ICRM Workflows” include any workflows, automations, courses, templates, or processes developed by ICRM and provided as part of the service.

1.3 Communication Features:

Includes, but is not limited to, SMS, email, voice, and any other messaging tools used within the platform for client communication.

Ownership and Data Export Rights

2.1 Client Data Ownership:

The Client retains full ownership of all Contacts and Client Workflows. The Client may export these assets at any time and is encouraged to do so prior to account cancellation.

2.2 Restrictions on ICRM Proprietary Materials:

ICRM Workflows, courses, automations, and similar proprietary content remain the exclusive intellectual property of ICRM and may not be copied, exported, reused, or distributed without prior written consent.

Usage and Compliance Requirements

3.1 Legal and Regulatory Compliance:
The Client agrees to use the platform in full compliance with applicable laws and regulations, including:

-FCC regulations

-A2P 10DLC messaging rules

-HIPAA (if applicable)

-CAN-SPAM Act

-TCPA

The Client may not use the system for spam, unsolicited mass messages, or illegal content distribution.

3.2 Communication Volume Limits:
Unless otherwise agreed in writing, the Client shall not exceed:

5,000 emails per month2,500 SMS messages per month

Overages may result in additional usage fees.

3.3 Usage Charges:
The Client is responsible for any usage-based costs including but not limited to:

-SMS and voice carrier fees

-A2P 10DLC registration and per-message fees

-Email volume charges

-AI-related tool usage

Term, Termination, and Data Export

4.1 Term:
This Agreement begins on the Effective Date and continues until terminated by either party.

4.2 Termination by Client:
The Client may cancel services at any time with written notice. It is the Client’s responsibility to export all desired data before termination. ICRM is not obligated to store or retrieve data post-cancellation.

4.3 Termination by ICRM:
ICRM may suspend or terminate access due to breach of this Agreement, misuse, or noncompliance with regulations or platform policies.

4.4 No Refund Upon Termination:

All payments made to ICRM are final. No refunds will be issued upon termination, regardless of the timing of cancellation or Client’s actual usage.

Intellectual Property

5.1 ICRM Intellectual Property:
All software, tools, templates, pre-built workflows, documentation, and branding provided by ICRM remain our sole and exclusive property. Clients may not copy, distribute, or reverse engineer proprietary elements of the platform.

5.2 Client-Created Workflows and Assets:
Clients retain ownership of all:

-Client Created workflows and automations

-Uploaded content, branding, and media

-Contact lists and associated records

These client-created assets may be exported and used outside the platform at the Client’s discretion, provided all ICRM-built components are excluded unless separately licensed.

5.3 Mutual Protections:
ICRM will not reuse or resell Client-created workflows without explicit permission. Likewise, Clients may not reuse or redistribute ICRM Workflows unless otherwise agreed.

Indemnification and Limitation of Liability

6.1 Indemnification:
Each party agrees to indemnify, defend, and hold harmless the other from and against any claims, losses, or damages resulting from a breach of this Agreement or misuse of the services.

6.2 Limitation of Liability:
ICRM is not liable for indirect, incidental, special, or consequential damages, including data loss, downtime, or lost profits, arising out of the use of the platform.

Electronic Signature and Acceptance

7.1 Electronic Execution:
This Agreement may be executed electronically and shall be deemed legally binding upon submission or use of ICRM services.

7.2 Acceptance:
By clicking “Accept,” signing digitally, or continuing to use the Services, the Client acknowledges they have read, understood, and agreed to this Agreement in its entirety.

Miscellaneous

8.1 Governing Law:
This Agreement shall be governed by the laws of the State of Indiana, without regard to conflict of law principles.

8.2 Entire Agreement:
This Agreement represents the entire understanding between ICRM and the Client and supersedes all prior agreements, proposals, and communications.

Payment, Billing & Refund Policy

9.1 Billing:
All subscriptions are billed in advance on a recurring monthly or annual basis depending on the selected plan. The Client agrees to maintain valid and current payment information on file at all times.

9.2 Payment Responsibility:
The Client is solely responsible for all service fees, usage charges, taxes, and regulatory costs incurred through their account.

9.3 No Refund Policy:

All payments to ICRM LLC are

non-refundable

, including but not limited to:

-Monthly or annual subscription fees

-Usage-based charges (e.g., SMS, AI, email)Onboarding or setup fees

-Charges incurred prior to cancellation

No partial refunds or credits will be issued for unused services, partial months, or early termination.

By clicking "Accept", signing electronically, or continuing to use the Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions.