Terms and Conditions

Familee Tree Consulting doing business as Custom CRM Magic

Effective Date: October 30, 2025
Last Updated: October 30, 2025

1. Agreement to Terms

1.1 Acceptance of Terms

These Terms and Conditions (these “Terms“) constitute a legally binding agreement between you (referred to as “you,” “your,” “Client,” or “Customer“) and Familee Tree Consulting, doing business as Custom CRM Magic (“Custom CRM Magic,” “we,” “us,” or “our“), governing your access to and use of our services, including our website at https://customcrmmagic.com, CRM implementation services, consulting services, and SMS/email marketing automation services (collectively, the “Services“).

BY ACCESSING OR USING OUR SERVICES, SUBMITTING AN ORDER, SIGNING A PROPOSAL, OR CLICKING “I ACCEPT” OR ANY SIMILAR BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. If you do not agree to these Terms, you must not access or use our Services.

1.2 Authority to Enter Agreement

If you are entering into these Terms on behalf of a company, organization, or other legal entity (an “Entity“), you represent and warrant that:

You are an authorized representative of the Entity with full authority to bind the Entity to these Terms
You have read and understood these Terms
The Entity agrees to be bound by these Terms
All information you provide is accurate and complete

If you do not have such authority, or if the Entity does not agree with these Terms, you must not accept these Terms or use the Services on behalf of the Entity.

1.3 Entire Agreement

These Terms, together with any Order Form, Statement of Work, Service Level Agreement, and our Privacy Policy (collectively, the “Agreement“), constitute the entire agreement between you and Custom CRM Magic regarding the Services and supersede all prior agreements, understandings, and communications, whether written or oral, relating to the subject matter herein.

1.4 Changes to Terms

We reserve the right to modify, amend, or update these Terms at any time. We will provide notice of material changes by:

Posting the updated Terms on our website with a new “Last Updated” date
Sending email notification to the address associated with your account
Providing notice through our Services or via text message (if applicable)

Material changes will become effective 30 days after notice is provided, except where required by law to be effective immediately. Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must discontinue use of the Services and may terminate the Agreement in accordance with Section 17.

For non-material changes (such as clarifications, corrections, or administrative updates), changes will be effective immediately upon posting.

2. Definitions

For purposes of these Terms, the following definitions apply:

“Authorized Users” means your employees, contractors, consultants, or agents who are authorized by you to access and use the Services on your behalf, up to the number of users specified in your Order Form or subscription plan.

“Client Data” means all data, information, and content that you or your Authorized Users submit, upload, transmit, or otherwise provide to the Services, including but not limited to contact information, customer records, business data, and any other information processed through the Services.

“Confidential Information” means all non-public information disclosed by one party to the other party, whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

“Deliverables” means any work product, reports, configurations, customizations, implementations, documentation, or other materials specifically created for you and delivered to you as part of the Services, as described in an Order Form or Statement of Work.

“Documentation” means the user guides, manuals, online help files, and other documentation that we make available to you in connection with the Services.

“Force Majeure Event” means any event or circumstance beyond the reasonable control of a party, as further defined in Section 18.

“Intellectual Property Rights” means all intellectual property rights worldwide, including patents, copyrights, trademarks, trade secrets, know-how, and any other proprietary rights.

“Order Form” means a written or electronic document signed or executed by both parties that specifies the Services to be provided, fees, subscription term, number of Authorized Users, and other relevant terms.

“Professional Services” means CRM implementation, consulting, configuration, customization, training, and other professional services that we provide to you as described in an Order Form or Statement of Work.

“Service Level Agreement” or “SLA” means our commitment regarding availability and performance of the Services, as may be specified in a separate document or Order Form.

“Statement of Work” or “SOW” means a written document executed by both parties that describes the scope, deliverables, timeline, and fees for specific Professional Services or projects.

“Subscription Services” means the hosted CRM platform, SMS/email marketing automation tools, and related online services that we provide on a subscription basis, as distinct from one-time Professional Services.

“Term” means the initial subscription period specified in your Order Form and any renewal periods, as described in Section 6.

“Third-Party Services” means any third-party applications, software, platforms, or services that may be integrated with or accessible through the Services.

3. Services

3.1 Overview of Services

Custom CRM Magic provides the following categories of Services, subject to the terms of your Order Form or Statement of Work:

3.1.1 CRM Implementation Services – Needs assessment and discovery – CRM system configuration and setup – Data migration and import services – Custom field and module creation – Workflow automation design and implementation – Integration with existing systems and tools – User training and onboarding

3.1.2 Consulting Services – CRM strategy and planning – Business process analysis and optimization – Sales and marketing automation consulting – Best practices guidance and recommendations – Performance analysis and reporting – Ongoing advisory services

3.1.3 SMS and Email Marketing Automation – Campaign design and setup – Contact management and segmentation – Automated workflow creation – Message template development – Compliance management (TCPA, CAN-SPAM, A2P 10DLC) – Performance tracking and reporting

3.1.4 Ongoing Support and Maintenance – Technical support via email and phone – System maintenance and updates – Bug fixes and issue resolution – Performance monitoring – Security updates and patches

3.2 Service Delivery

3.2.1 Professional Standards We will provide all Services in a professional and workmanlike manner, using qualified personnel with appropriate skills and experience. We will perform Services in accordance with industry best practices and our established internal procedures.

3.2.2 Scope of Work The specific Services to be provided, along with timelines, deliverables, and acceptance criteria, will be detailed in the applicable Order Form or Statement of Work. Any Services not explicitly described in an Order Form or SOW are excluded from our obligations.

3.2.3 Service Modifications We may modify, update, or enhance the Services from time to time to improve functionality, security, or performance. We will make commercially reasonable efforts to ensure that modifications do not materially diminish the functionality of the Services. We will provide advance notice of material changes that may affect your use of the Services.

3.2.4 Third-Party Platforms Certain Services may be delivered using or in connection with Salesmate or other third-party CRM platforms. Your use of such third-party platforms may be subject to additional terms and conditions imposed by the third-party provider. We will notify you of any such additional terms that apply.

3.3 Changes to Services

Changes to the scope of Services after execution of an Order Form or SOW must be documented in a written change order signed by both parties. Change orders may result in adjustments to fees, timelines, or deliverables. We are not obligated to perform any Services beyond those described in an executed Order Form, SOW, or change order.

4. User Accounts and Access

4.1 Account Creation

To access certain Services, you must create an account by providing accurate, current, and complete information. You agree to:

Provide truthful and accurate registration information
Maintain and promptly update your account information
Keep your password secure and confidential
Notify us immediately of any unauthorized use of your account
Be responsible for all activities that occur under your account

4.2 Authorized Users

You are responsible for designating Authorized Users and managing their access to the Services. You may add or remove Authorized Users subject to the user limits specified in your subscription plan. You agree to:

Ensure that each Authorized User complies with these Terms
Maintain the confidentiality of all user credentials
Be responsible for all acts and omissions of your Authorized Users
Promptly notify us when an Authorized User should no longer have access

4.3 Account Security

You are solely responsible for safeguarding your account credentials and for any activities or actions under your account. We are not liable for any loss or damage arising from your failure to maintain account security. You must:

Use strong passwords and change them periodically
Not share passwords or allow multiple people to use a single account
Log out of your account when not in use, especially on shared devices
Enable multi-factor authentication if available

4.4 Suspension of Access

We reserve the right to suspend or restrict access to your account if:

We reasonably believe your account has been compromised
You or your Authorized Users violate these Terms
Your account is being used for fraudulent, illegal, or abusive activities
Your payment is past due
We are required to do so by law or regulatory authority

We will provide notice of suspension where reasonably practicable and will restore access upon resolution of the issue.

5. Fees and Payment

5.1 Fees

You agree to pay all fees specified in your Order Form or Statement of Work. Fees may include:

5.1.1 Subscription Fees – Monthly or annual subscription fees for Subscription Services – Fees based on the number of Authorized Users, contacts, or usage tiers – Additional fees for premium features or modules

5.1.2 Professional Services Fees – Fixed fees for defined scopes of work – Hourly or daily rates for consulting and implementation services – Milestone-based payments as specified in a Statement of Work

5.1.3 Other Fees – Setup or onboarding fees (if applicable) – Training fees – Data migration fees – Additional support fees beyond standard support – SMS message fees (based on volume and carrier rates)

5.2 Payment Terms

5.2.1 Subscription Services – Subscription fees are billed in advance on a monthly or annual basis, as specified in your Order Form – Payment is due within the time period specified on the invoice (typically within 15–30 days of invoice date) – Subscription fees for renewal terms will be charged automatically unless you provide notice of non-renewal

5.2.2 Professional Services – Professional Services fees may be billed based on milestones, upon completion, or on a time-and-materials basis, as specified in the Statement of Work – Unless otherwise specified, Professional Services invoices are due within 15 days of invoice date – We reserve the right to require advance payment or deposits for large projects

5.2.3 Payment Methods We accept payment by: – Credit card (Visa, Mastercard, American Express, Discover) – ACH/bank transfer – Check (for approved customers) – Wire transfer (for international payments)

5.2.4 Currency All fees are stated and payable in United States Dollars (USD) unless otherwise specified in writing.

5.3 Late Payment

If payment is not received by the due date:

We may charge interest on overdue amounts at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower)
We may suspend access to the Services until payment is received (with notice where practicable)
We may engage collection agencies or pursue legal remedies to recover amounts owed
You will be responsible for all costs of collection, including reasonable attorneys’ fees

5.4 Taxes

All fees are exclusive of taxes unless expressly stated otherwise. You are responsible for all sales, use, value-added, goods and services, withholding, and other taxes (excluding taxes based on our net income) imposed on the Services. If we are required to collect or pay taxes for which you are responsible, you will be invoiced for such taxes, and you agree to pay such amounts unless you provide us with a valid tax exemption certificate.

5.5 Fee Changes

We reserve the right to change our fees at any time. Fee changes will not apply to your current subscription term. We will provide at least 30 days’ advance written notice of fee changes for renewal terms. If you do not agree to the fee changes, you may choose not to renew your subscription.

5.6 No Refunds

Except as expressly required by law or as otherwise specified in these Terms, all fees are non-refundable. You will not receive a refund or credit for:

Partial subscription periods
Unused Subscription Services
Services that you choose not to use
Termination of your account by you or by us for cause

If we terminate your subscription for convenience (not for cause), we will provide a pro-rata refund of any prepaid fees for the unused portion of the subscription term.

6. Term and Renewal

6.1 Initial Term

The initial term of this Agreement (the “Initial Term“) begins on the date you accept these Terms or the effective date specified in your Order Form and continues for the period specified in your Order Form (e.g., one month, one year, multiple years).

For Professional Services delivered pursuant to a Statement of Work, the term begins on the SOW effective date and continues until completion of the Services or termination in accordance with these Terms.

6.2 Automatic Renewal

Unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term, your subscription will automatically renew for successive renewal periods equal in length to the Initial Term (each, a “Renewal Term“). For example:

If your Initial Term is one month, your subscription will auto-renew on a monthly basis
If your Initial Term is one year, your subscription will auto-renew annually

Auto-renewal ensures uninterrupted access to the Services. You may opt out of auto-renewal by providing written notice to howard@famileeconsulting.com at least 30 days before the end of the current term.

6.3 Renewal Terms and Fees

Upon renewal:

The Agreement continues on the same terms and conditions unless we have provided notice of changes
Fees for the Renewal Term will be at our then-current rates, subject to Section 5.5 (Fee Changes)
The number of Authorized Users and subscription tier will remain the same unless you request changes

6.4 Non-Renewal

To avoid automatic renewal, you must provide written notice of non-renewal to howard@famileeconsulting.com no later than 30 days before the end of the current term. If you provide proper notice of non-renewal:

Your subscription will expire at the end of the current term
You will not be charged for a Renewal Term
Your access to the Services will terminate at the end of the current term
You are responsible for exporting your Client Data before the termination date

7. Intellectual Property Rights

7.1 Ownership of Services

Custom CRM Magic Ownership — We (and our licensors) own all right, title, and interest in and to the Services, including:

All software, code, scripts, and applications used to provide the Services
The Custom CRM Magic website and all content therein
All Documentation, training materials, and supporting content
All methodologies, processes, frameworks, and templates we use to deliver Services
All improvements, enhancements, modifications, and derivative works of the foregoing
All Intellectual Property Rights in and to the foregoing

Your use of the Services does not transfer any ownership rights to you. You acquire only the limited license rights expressly granted in Section 9.

7.2 Ownership of Client Data

Client Ownership — You own all right, title, and interest in and to your Client Data. We do not claim any ownership rights in Client Data. Subject to the limited rights granted in Section 7.3, you retain all Intellectual Property Rights in Client Data.

Client Responsibility — You are solely responsible for:

The accuracy, quality, legality, and integrity of Client Data
The means by which you acquired Client Data
Ensuring you have all necessary rights, consents, and permissions to provide Client Data to us and to use the Services with respect to such data
Compliance with all applicable laws governing your collection, use, and disclosure of Client Data

7.3 License to Client Data

Limited License to Us — You grant us a limited, non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, display, and process Client Data solely to:

Provide, maintain, and improve the Services
Perform our obligations under the Agreement
Comply with applicable law
Enforce our rights under the Agreement
Generate aggregated, anonymized data that does not identify you or any individual

This license terminates when Client Data is deleted from our systems in accordance with Section 8.6.

7.4 Ownership of Deliverables

Work Product and Deliverables — The ownership of Deliverables created specifically for you as part of Professional Services will be determined as follows:

7.4.1 Custom Deliverables — Deliverables that are specifically and uniquely created for you pursuant to a Statement of Work (such as custom CRM configurations, documented business processes, training materials tailored to your business, and similar work product) will be owned by you upon:

Completion and acceptance of the Deliverables in accordance with the SOW
Receipt of full payment for the Services

Upon transfer of ownership, we grant you all right, title, and interest in such custom Deliverables, including all Intellectual Property Rights, subject to the reservation of rights in Section 7.4.3.

7.4.2 Pre-Existing Materials and Templates — Deliverables that incorporate our pre-existing materials, proprietary methodologies, frameworks, templates, or tools (collectively, “Pre-Existing Materials“) will be governed as follows:

We retain all ownership rights in Pre-Existing Materials
You receive a perpetual, non-exclusive, royalty-free license to use the Pre-Existing Materials solely as incorporated in the Deliverables and solely for your internal business purposes
You may not extract, separate, or use Pre-Existing Materials independently from the Deliverables
You may not resell, redistribute, or provide Pre-Existing Materials to third parties

7.4.3 Reservation of Rights — Notwithstanding the transfer of ownership of custom Deliverables, we reserve the right to:

Use general knowledge, skills, experience, and ideas gained from performing the Services
Develop and use similar deliverables for other clients
Incorporate non-confidential concepts and approaches into our general service offerings

This reservation does not permit us to use your Confidential Information or disclose Client Data except as permitted under the Agreement.

7.5 Feedback and Suggestions

If you provide us with any feedback, suggestions, ideas, enhancement requests, or recommendations regarding the Services (“Feedback“), you hereby grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit the Feedback for any purpose without restriction or compensation to you. We are not obligated to implement any Feedback.

7.6 Trademarks

“Custom CRM Magic,” our logo, and other marks used by us are our trademarks or registered trademarks (collectively, “Marks“). You may not use our Marks without our prior written consent. We may use your name and logo to identify you as a client in our marketing materials, subject to your prior written approval for any specific use beyond a general client list.

Client Data and Confidentiality

8.1 Data Processing and Protection

We will process Client Data in accordance with: – The terms of the Agreement – Our Privacy Policy – Applicable data protection laws and regulations – Industry-standard security practices

We implement and maintain administrative, technical, and physical safeguards designed to protect Client Data from unauthorized access, use, disclosure, alteration, and destruction.

8.2 Data Location and Storage

Client Data may be stored and processed in the United States or in other jurisdictions where we or our service providers operate data centers. By using the Services, you consent to the transfer and processing of Client Data in these locations.

8.3 Use of Client Data

We will use Client Data only for the following purposes: – To provide and deliver the Services to you – To respond to your requests and provide customer support – To monitor and analyze usage and improve the Services – To detect, prevent, and address technical issues, security incidents, and fraud – To comply with legal obligations and enforce our rights – To create aggregated, anonymized data that does not identify you or any individual

We will not sell, rent, or trade Client Data to third parties for their marketing purposes.

8.4 Data Security Incident Notification

In the event of a security incident that results in unauthorized access to or disclosure of Client Data, we will:

Notify you without unreasonable delay after becoming aware of the incident
Provide information about the nature of the incident and the data affected
Take reasonable steps to mitigate the incident and prevent recurrence
Cooperate with you in any investigation and provide assistance as reasonably requested

For detailed information about our security practices and incident response procedures, please refer to our Privacy Policy.

8.5 Data Backup

We perform regular backups of Client Data in accordance with our backup policies. However, you are responsible for maintaining your own backup copies of Client Data. We are not liable for any loss, corruption, or destruction of Client Data except to the extent caused by our gross negligence or willful misconduct.

8.6 Data Retention and Deletion

During the Term: We will retain Client Data for the duration of the Agreement and as necessary to provide the Services.

After Termination: Upon termination or expiration of the Agreement:

You have 30 days to export and download your Client Data
After 30 days, we may delete Client Data from our active systems
Client Data in backups may be retained for up to 90 days before being purged
We may retain Client Data longer if required by law or to enforce our rights

Deletion Requests: You may request deletion of Client Data at any time by contacting us at howard@famileeconsulting.com. We will delete Client Data within 30 days of your request, except:

To the extent required by law to retain the data
For data in backups, which will be deleted in accordance with our backup retention schedule
For aggregated, anonymized data that cannot identify you or any individual

8.7 Confidentiality Obligations

8.7.1 Protection of Confidential Information Each party agrees to:

Maintain the confidentiality of the other party’s Confidential Information
Not disclose Confidential Information to any third party without prior written consent
Use Confidential Information only for purposes of performing its obligations or exercising its rights under the Agreement
Protect Confidential Information using the same degree of care used to protect its own confidential information, but no less than reasonable care
Limit access to Confidential Information to employees, contractors, and agents who need to know and who are bound by confidentiality obligations

8.7.2 Exclusions Confidential Information does not include information that:

Is or becomes publicly available through no breach of this Agreement
Was rightfully in the receiving party’s possession before disclosure
Is rightfully received from a third party without breach of confidentiality obligations
Is independently developed without use of or reference to the Confidential Information
Is required to be disclosed by law, regulation, or court order (provided the disclosing party gives reasonable advance notice and cooperates with efforts to obtain protective treatment)

8.7.3 Return or Destruction Upon termination of the Agreement or upon request, each party will:

Return or destroy all Confidential Information in its possession
Certify in writing that it has complied with this obligation
Except that each party may retain Confidential Information to the extent required by law or professional standards, subject to continuing confidentiality obligations

8.8 Client Data Ownership and Portability

You have the right to: – Access your Client Data at any time during the Term – Export Client Data in a commonly used format (such as CSV, Excel, or JSON) using the Services’ export functionality – Receive a copy of your Client Data upon reasonable request (we may charge a reasonable fee for this service if it requires significant effort) – Correct, update, or delete Client Data through the Services

We will provide reasonable cooperation to facilitate data migration to another service provider upon termination of the Agreement, subject to payment of applicable fees for migration assistance.

9. License Grant and Restrictions

9.1 License to Use Services

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license during the Term to:

Access and use the Subscription Services for your internal business purposes
Allow your Authorized Users to access and use the Subscription Services
Use the Documentation in connection with your use of the Services

This license is subject to the restrictions in Section 9.2 and terminates upon expiration or termination of the Agreement.

9.2 License Restrictions

You will not, and will not permit any Authorized User or third party to:

9.2.1 Prohibited Uses – Use the Services for any illegal, harmful, fraudulent, or abusive purpose – Use the Services in any manner that violates applicable laws or regulations – Use the Services to send spam, phishing emails, or other unsolicited communications – Use the Services to harass, threaten, or harm others – Use the Services to transmit malware, viruses, or other malicious code – Attempt to gain unauthorized access to the Services or related systems

9.2.2 Technical Restrictions – Reverse engineer, decompile, disassemble, or derive source code from the Services – Modify, adapt, translate, or create derivative works based on the Services – Remove, obscure, or alter any proprietary notices on the Services – Access the Services to build a competitive product or service – Attempt to circumvent any technical limitations or security measures – Use any automated means (bots, scrapers, crawlers) to access the Services except as expressly permitted

9.2.3 Redistribution and Resale – Sublicense, rent, lease, sell, resell, or distribute access to the Services – Provide services to third parties using the Services without our prior written consent – Use the Services on behalf of or to provide services to any third party (unless you are a reseller with a separate reseller agreement) – Share your account credentials or allow multiple people to use a single user account

9.2.4 Excessive Use – Exceed the usage limits specified in your subscription plan (number of users, contacts, messages, etc.) – Use the Services in a manner that materially exceeds normal usage patterns or imposes an unreasonable burden on our infrastructure – Engage in any activity that interferes with or disrupts the Services or servers/networks connected to the Services

9.3 Reservation of Rights

We reserve all rights not expressly granted in these Terms. The Services and all related technology, documentation, and content are the proprietary property of Custom CRM Magic and our licensors. These Terms do not grant you any rights to:

Our trademarks, trade names, logos, domain names, or other brand features
Patents, copyrights, trade secrets, or other Intellectual Property Rights in the Services
Any rights implied by estoppel, operation of law, or otherwise

9.4 Open Source Software

The Services may incorporate certain open source software components. Such components are licensed under their respective open source licenses, which may be found in the Documentation or by contacting us. Your use of open source components is governed by the applicable open source licenses.

9.5 Monitoring and Enforcement

We reserve the right to monitor your use of the Services to: – Ensure compliance with these Terms – Maintain the security and integrity of the Services – Prevent abuse and misuse – Improve the Services

If we determine that you have violated these Terms, we may: – Suspend or terminate your access to the Services – Remove violating content or data – Take legal action to enforce our rights – Report violations to law enforcement or regulatory authorities

10. Service Level and Support

10.1 Service Availability

10.1.1 Availability Commitment We will use commercially reasonable efforts to make the Subscription Services available 99% of the time during each calendar month, excluding:

Scheduled maintenance windows (with advance notice)
Force Majeure Events
Issues caused by factors outside our reasonable control (such as Client’s network or systems, third-party services, or internet connectivity issues)
Downtime resulting from your violation of these Terms

10.1.2 Scheduled Maintenance We may perform scheduled maintenance on the Services from time to time. We will provide at least 24 hours’ advance notice of scheduled maintenance that is expected to impact Service availability. We will conduct scheduled maintenance during non-peak hours whenever reasonably possible.

10.1.3 Emergency Maintenance We may perform emergency maintenance without advance notice when necessary to address security vulnerabilities, critical bugs, or other urgent issues.

10.1.4 No Uptime Guarantee for Professional Services Professional Services (implementation, consulting, configuration, training) are not subject to the availability commitment in Section 10.1.1. Professional Services are performed on a project basis according to the timelines specified in the Statement of Work.

10.2 Support Services

10.2.1 Standard Support All active subscription customers receive standard support, which includes:

Email support at howard@famileeconsulting.com
Response to support inquiries within 1-2 business days
Access to Documentation and online knowledge base resources
Bug fixes and issue resolution on a commercially reasonable timeframe
Assistance with basic configuration and usage questions

10.2.2 Support Scope Standard support covers: – Issues with the core functionality of the Services – Questions about how to use features and functionality – Technical problems and error messages – Assistance with account and billing matters

Standard support does not cover: – Custom development or consulting requests (available as Professional Services) – Third-party integrations or plugins (unless we developed them) – Training for new users (available as Professional Services) – Issues caused by your systems, network, or misuse of the Services

10.2.3 Support Hours Support is available during our business hours: Monday through Friday, 9:00 AM to 5:00 PM Eastern Time, excluding U.S. federal holidays.

10.2.4 Emergency Support For critical issues that severely impact your ability to use the Services, we will make commercially reasonable efforts to provide expedited support and resolution, even outside standard business hours where possible.

10.2.5 Premium Support Premium or dedicated support options may be available for an additional fee. Contact us for information about premium support options.

10.3 Updates and Upgrades

10.3.1 Updates We will provide updates to the Services from time to time, including bug fixes, security patches, minor enhancements, and maintenance releases. Updates are included in your subscription fees and will be applied automatically.

10.3.2 Upgrades We may release major upgrades or new versions of the Services. Major upgrades may be included in your subscription or may be offered at an additional fee, at our discretion. We will notify you of major upgrades and any associated fees.

10.3.3 Backward Compatibility We will make commercially reasonable efforts to maintain backward compatibility when releasing updates and upgrades. However, we cannot guarantee that all updates will be fully backward compatible with your existing configurations or integrations.

10.3.4 No Obligation to Maintain Old Versions We are not obligated to maintain or support old versions of the Services. We may discontinue support for older versions upon reasonable notice.

10.4 Performance

We will use commercially reasonable efforts to ensure that the Services perform in accordance with the Documentation. However:

We do not warrant that the Services will be error-free or uninterrupted
We do not warrant that the Services will meet your specific requirements
We are not responsible for performance issues caused by factors outside our control (such as your network, hardware, or third-party services)

11. Client Responsibilities and Acceptable Use

11.1 Client Responsibilities

As a user of the Services, you are responsible for:

11.1.1 Account Management – Maintaining accurate and current account information – Managing Authorized User access and permissions – Keeping account credentials secure and confidential – Promptly notifying us of any unauthorized access

11.1.2 Compliance with Laws – Complying with all applicable laws and regulations in your use of the Services – Obtaining all necessary consents, permissions, and authorizations for your use of Client Data – Ensuring compliance with data protection laws (such as GDPR, CCPA, TCPA, CAN-SPAM) – Complying with SMS marketing laws and obtaining proper consent before sending messages

11.1.3 Data Accuracy and Legality – Ensuring that Client Data is accurate, complete, and legally obtained – Not uploading or transmitting illegal, infringing, defamatory, or harmful content – Respecting the intellectual property rights of others – Maintaining your own backup copies of Client Data

11.1.4 System Requirements – Ensuring that your systems, devices, and network meet the technical requirements for using the Services – Maintaining compatible web browsers and operating systems – Providing adequate internet connectivity – Implementing appropriate endpoint security (antivirus, firewalls, etc.)

11.1.5 Cooperation – Providing timely and accurate information requested by us – Cooperating with our reasonable requests to investigate security incidents or violations – Responding to our communications regarding your account or the Services – Providing feedback on issues and participating in testing when appropriate

11.2 Acceptable Use Policy

When using the Services, you agree to comply with the following Acceptable Use Policy:

11.2.1 Prohibited Content You may not use the Services to transmit, store, or process:

Content that is illegal, fraudulent, or promotes illegal activities
Content that infringes intellectual property rights of others
Content that contains malware, viruses, or other malicious code
Content that is defamatory, libelous, obscene, threatening, or harassing
Content that violates the privacy rights of others
Spam, unsolicited communications, or deceptive marketing
Content that promotes violence, terrorism, or discrimination

11.2.2 Prohibited Activities You may not use the Services to:

Engage in any activity that violates applicable laws or regulations
Send spam, phishing emails, or other unsolicited commercial communications
Conduct fraudulent, deceptive, or misleading activities
Harass, threaten, stalk, or harm others
Impersonate any person or entity or falsely state or misrepresent your affiliation
Interfere with or disrupt the Services or servers/networks connected to the Services
Attempt to gain unauthorized access to the Services or other users’ accounts
Probe, scan, or test the vulnerability of our systems or networks
Bypass or circumvent security measures or authentication mechanisms
Transmit excessive amounts of data to overload or disrupt systems

11.2.3 SMS and Email Marketing Requirements If you use the Services for SMS or email marketing, you must:

Obtain proper consent from recipients before sending messages
Include clear opt-out instructions in all marketing messages
Honor opt-out requests promptly
Comply with TCPA, CAN-SPAM Act, and A2P 10DLC requirements
Not send messages to individuals on the National Do Not Call Registry (unless you have proper consent)
Not send messages during restricted hours (before 8 AM or after 9 PM recipient’s local time)
Maintain records of consent and opt-outs

For detailed requirements, see Section 12 (SMS and Communication Services).

11.2.4 Resource Usage You may not:

Use the Services in a manner that imposes an unreasonable burden on our infrastructure
Use excessive bandwidth, storage, or processing resources
Create an unreasonable number of user accounts or contacts
Automate requests to the Services in a manner that degrades performance for other users

11.3 Consequences of Violations

If you violate the Acceptable Use Policy or these Terms, we may:

Issue a warning and require you to cease the violating activity
Suspend or restrict access to your account or the Services
Terminate your account and the Agreement
Remove or disable violating content
Report violations to law enforcement or regulatory authorities
Take legal action to enforce our rights or protect others

We will provide notice of violations and an opportunity to remedy where reasonably practicable, except in cases of egregious violations, security threats, or legal requirements.

11.4 Reporting Violations

If you become aware of any violations of these Terms by other users, please report them to us at howard@famileeconsulting.com. We appreciate your cooperation in maintaining a safe and compliant environment.

12. SMS and Communication Services

12.1 SMS Services Overview

If you use our SMS and text messaging services, the following terms apply in addition to all other provisions of this Agreement:

12.1.1 Platform SMS services are provided using Salesmate’s messaging platform or other integrated messaging providers. Your use of SMS services is subject to this Agreement, our Privacy Policy, and the terms of the underlying messaging platform provider.

12.1.2 Types of Messages You may send the following types of messages through the Services:

Transactional Messages: Service notifications, appointment reminders, account alerts, and other messages directly related to your business relationship with recipients
Marketing Messages: Promotional campaigns, special offers, newsletters, and other marketing communications

12.2 Compliance Requirements

12.2.1 Your Obligations You are solely responsible for ensuring that your use of SMS services complies with all applicable laws and regulations, including:

Telephone Consumer Protection Act (TCPA)
CAN-SPAM Act (for commercial messages)
A2P 10DLC registration and compliance requirements
FCC regulations
State and local telemarketing laws
Wireless carrier guidelines and policies

12.2.2 Consent Requirements Before sending any text messages to a recipient, you must:

Obtain the recipient’s prior express written consent for marketing messages
Obtain at least prior express consent for transactional messages (where applicable)
Clearly disclose in your consent mechanism:
- That the person is agreeing to receive text messages from you
- That messages may be sent using automated systems
- The types of messages they will receive
- Message frequency (or state that frequency varies)
- That message and data rates may apply
- How to opt out (e.g., reply STOP)
- How to get help (e.g., reply HELP)
- That consent is not a condition of purchase
Maintain records of all consents for at least 4 years

12.2.3 Opt-Out Requirements You must:

Include clear opt-out instructions in every marketing message (e.g., “Reply STOP to unsubscribe”)
Honor opt-out requests immediately (within minutes or hours, not days)
Stop sending messages to opted-out recipients
Maintain an internal opt-out list and suppress opted-out numbers
Not send messages to numbers on your opt-out list, even if they later provide consent through a different channel (unless they affirmatively opt in again)

12.2.4 Content Requirements Your messages must:

Clearly identify your business as the sender
Not contain false, misleading, or deceptive information
Not impersonate others
Comply with message length and formatting requirements of carriers
Not include prohibited content (obscene, threatening, illegal, etc.)

12.2.5 Time Restrictions You may not send marketing messages: Before 8:00 AM or after 9:00 PM in the recipient’s local time zone – On Sundays (unless the recipient has specifically consented to Sunday messages)

12.3 Message Fees and Delivery

12.3.1 SMS Fees You are responsible for all SMS message fees, which are charged based on message volume and carrier costs. SMS fees are in addition to subscription fees and are typically billed monthly based on actual usage.

12.3.2 Message and Data Rates Recipients may be charged by their mobile carriers for receiving text messages. You must disclose to recipients that “message and data rates may apply.”

12.3.3 Delivery We will use commercially reasonable efforts to deliver messages in a timely manner. However:

We do not guarantee delivery of any message
Messages may be delayed or undelivered due to carrier issues, network problems, recipient device issues, or other factors outside our control
We are not liable for failed, delayed, or undelivered messages
Carriers may filter or block messages they determine to be spam

12.3.4 Supported Carriers Our SMS services work with major U.S. carriers. Delivery to certain carriers or international numbers may not be supported.

12.4 A2P 10DLC Registration

12.4.1 Registration Requirement Use of SMS services for commercial messaging in the United States requires registration with the Campaign Registry (TCR) for A2P 10DLC compliance. We will assist you with registration, but you are responsible for providing accurate information.

12.4.2 Brand and Campaign Vetting Your business brand and messaging campaigns will be vetted by TCR and mobile carriers. Approval is not guaranteed. If your brand or campaign is rejected, you may not be able to use SMS services, or message throughput may be severely limited.

12.4.3 Campaign Approval Each messaging campaign (promotional, transactional, etc.) must be registered and approved. You must provide complete and accurate campaign information. Misrepresenting your campaign purpose or message content may result in suspension or termination.

12.5 Restrictions on SMS Use

You may not use SMS services to: – Send spam or unsolicited messages – Send messages without proper consent – Send messages to numbers on the National Do Not Call Registry (without proper consent) – Send illegal, fraudulent, or deceptive messages – Impersonate others or use misleading sender information – Exceed reasonable message volume limits (as determined by carriers or us) – Send messages for purposes other than those registered with TCR

12.6 Consequences of Non-Compliance

If you violate SMS compliance requirements or these Terms:

We may immediately suspend or terminate your SMS services
Mobile carriers may block your messages or throttle delivery rates
You may be subject to regulatory fines and penalties (which may be substantial)
Your A2P 10DLC registration may be revoked
We may terminate your entire account
You will indemnify us for any claims, fines, or liabilities arising from your non-compliance

12.7 Your Responsibility for Compliance

You are solely responsible for your use of SMS services and compliance with all applicable laws. We provide tools and features to help you comply, but we do not guarantee that your use will be compliant. You should consult with legal counsel regarding your SMS marketing practices.

We are not liable for: – Your failure to obtain proper consent – Your failure to honor opt-out requests – Regulatory fines or penalties you incur – Carrier blocking or filtering of your messages – Loss of business due to non-compliance

13. Third-Party Services and Integrations

13.1 Third-Party Services

The Services may integrate with, or allow you to access, third-party services, applications, and platforms (collectively, “Third-Party Services“), including:

Salesmate CRM platform
Email service providers
Payment processors
Social media platforms
Accounting and invoicing software
Calendar and scheduling tools
Other business applications and APIs

13.2 Third-Party Terms

Your use of Third-Party Services is governed by the terms and conditions and privacy policies of the third-party providers. You are responsible for reviewing and complying with those terms. We are not a party to your agreement with third-party providers and are not responsible for their terms, practices, or services.

13.3 Authorization and Credentials

To use Third-Party Services with our Services, you may need to:

Provide authorization or API keys
Grant permissions for the Services to access your third-party accounts
Share credentials or authentication tokens

You are responsible for:

Ensuring you have the right to authorize such access
Maintaining the security of your third-party accounts and credentials
Revoking access when you no longer want the integration

13.4 Third-Party Availability

The availability and functionality of integrations with Third-Party Services depend on the third-party provider. We do not control Third-Party Services and cannot guarantee:

Continued availability of integrations
Compatibility with Third-Party Services
Performance or reliability of Third-Party Services
Security practices of third-party providers

13.5 Changes to Third-Party Services

Third-party providers may change, discontinue, or impose new restrictions on their services at any time. We may need to modify or discontinue integrations as a result. We will make commercially reasonable efforts to notify you of material changes to Third-Party Service integrations, but we are not liable for any disruption or loss resulting from third-party changes.

13.6 No Endorsement

Our integration with or linking to Third-Party Services does not constitute an endorsement, affiliation, or recommendation. We make no representations or warranties regarding Third-Party Services.

13.7 Third-Party Fees

Third-party providers may charge their own fees for their services. You are responsible for all fees charged by third-party providers. We are not responsible for billing, payment processing, or fee disputes with third parties.

13.8 Disclaimer of Liability for Third-Party Services

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL LIABILITY FOR THIRD-PARTY SERVICES, INCLUDING:

The content, accuracy, or functionality of Third-Party Services
Any harm, loss, or damage resulting from your use of Third-Party Services
Privacy or security practices of third-party providers
Failures, interruptions, or errors in Third-Party Services
Any breach of third-party terms or policies

You use Third-Party Services at your own risk.

14. Warranties and Disclaimers

14.1 Our Limited Warranty

We warrant that:

14.1.1 Professional Services Warranty Professional Services will be performed in a professional and workmanlike manner consistent with industry standards. If Professional Services do not conform to this warranty, your sole remedy is for us to re-perform the non-conforming Services at no additional charge or, if we cannot re-perform the Services, to refund the fees you paid for the non-conforming Services.

14.1.2 Functionality Warranty The Subscription Services will perform substantially in accordance with the Documentation. If the Subscription Services do not conform to this warranty, your sole remedy is for us to use commercially reasonable efforts to correct the non-conformity or, if we cannot do so, to terminate your subscription and refund any prepaid, unused fees on a pro-rata basis.

14.1.3 Warranty Period These warranties apply for 30 days after delivery of Professional Services or, for Subscription Services, during the Term.

14.1.4 Warranty Exclusions These warranties do not apply to issues caused by:

Your misuse, abuse, or unauthorized modification of the Services
Your failure to implement updates or follow our instructions
Third-Party Services or factors outside our reasonable control
Your systems, network, or equipment
Force Majeure Events

14.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 14.1, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

14.2.1 Implied Warranties

Merchantability
Fitness for a particular purpose
Non-infringement
Title
Accuracy or reliability
Quiet enjoyment

14.2.2 No Warranty Of:

Uninterrupted, error-free, or secure operation
Correction of all defects or errors
That the Services will meet your specific requirements
That the Services will be compatible with all systems or software
That data will be completely secure or not lost or corrupted
Results or outcomes from use of the Services

14.2.3 Third-Party Disclaimer We make no warranties regarding third-party services, content, or products accessible through the Services.

14.2.4 Information and Content We do not warrant the accuracy, completeness, reliability, or timeliness of any information, content, or materials provided through the Services.

14.2.5 Legal Compliance We do not warrant that your use of the Services will comply with applicable laws or regulations. You are solely responsible for ensuring your compliance.

14.3 Your Acknowledgment

You acknowledge and agree that:

You have not relied on any representations or warranties not expressly stated in these Terms
The Services may contain bugs, errors, or inaccuracies
The Services may be unavailable from time to time
You use the Services at your own risk
You are responsible for evaluating whether the Services meet your needs

14.4 No Warranties by Third Parties

No employee, agent, representative, reseller, or other third party is authorized to modify, extend, or add to our warranties. Any statements by such persons are not binding on us.

14.5 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty lasts. In such jurisdictions, the above disclaimers may not apply to you, and implied warranties may be limited to the duration of the express warranty period.

15. Limitation of Liability

15.1 EXCLUSION OF DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CUSTOM CRM MAGIC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
LOSS OF DATA OR INFORMATION
LOSS OF GOODWILL OR REPUTATION
COST OF SUBSTITUTE GOODS OR SERVICES
BUSINESS INTERRUPTION
LOST SAVINGS OR BENEFITS
LOSS OF USE OF THE SERVICES

THIS EXCLUSION APPLIES WHETHER THE DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, STATUTE, OR ANY OTHER LEGAL THEORY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 CAP ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, WARRANTY, OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE GREATER OF:

(A) THE TOTAL FEES YOU PAID TO US IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(B) FIVE HUNDRED DOLLARS ($500).

15.3 Exceptions to Limitations

The limitations and exclusions in this Section 15 do not apply to:

15.3.1 Excluded Claims – Your indemnification obligations under Section 16 – Your payment obligations for fees – Claims for which liability cannot be limited by law (such as fraud, gross negligence, or willful misconduct) – Violations of our Intellectual Property Rights

15.3.2 Personal Injury or Property Damage – Death or bodily injury caused by our gross negligence – Damage to tangible property caused by our willful misconduct

15.3.3 Regulatory Fines Our liability limitations do not apply to regulatory fines, penalties, or sanctions imposed on you as a result of your non-compliance with applicable laws (such fines are your responsibility).

15.4 Application of Limitations

The limitations in this Section 15:

Apply to the fullest extent permitted by applicable law
Apply even if any limited remedy in the Agreement fails of its essential purpose
Apply regardless of the number of claims or causes of action
Are fundamental elements of the Agreement and reflect a reasonable allocation of risk
Apply separately to each party and each claim

15.5 Independent Allocation of Risk

Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to allocate the risks under the Agreement between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Terms. The limitations in this Section 15 will apply even if any limited remedy fails of its essential purpose.

15.6 Third-Party Claims

In addition to the limitations above, we are not liable for any damages or losses caused by: – Third-Party Services – Actions or omissions of third parties – Your violation of third-party terms or rights – Unauthorized access by third parties

15.7 Prompt Notice of Claims

You must notify us in writing of any claim within 60 days of the event giving rise to the claim. Failure to provide timely notice may result in waiver of the claim.

15.8 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, or limitations on implied warranties. In such jurisdictions, the above limitations may not apply to you, and our liability will be limited to the maximum extent permitted by law.

16. Indemnification

16.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Custom CRM Magic, its affiliates, and its and their respective officers, directors, employees, agents, licensors, and service providers (collectively, the “Indemnified Parties“) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or related to:

16.1.1 Your Use of Services – Your use or misuse of the Services – Your violation of these Terms or any applicable laws or regulations – Your violation of any rights of a third party – Any activity conducted through your account by you or your Authorized Users

16.1.2 Client Data – Any claim that Client Data infringes or violates any third-party Intellectual Property Rights – Any claim that Client Data violates any third-party privacy, publicity, or other rights – The accuracy, quality, or legality of Client Data – Your failure to obtain necessary rights, consents, or permissions for Client Data

16.1.3 SMS and Communications Compliance – Your failure to obtain proper consent before sending SMS or email messages – Your failure to honor opt-out requests – Your violation of TCPA, CAN-SPAM, or other telemarketing laws – Regulatory fines, penalties, or sanctions arising from your use of SMS or email services – Claims by recipients regarding unsolicited or improper messages

16.1.4 Third-Party Services – Your use of Third-Party Services in connection with our Services – Your violation of third-party terms of service or policies

16.1.5 Negligence or Misconduct – Your negligent acts or omissions – Your willful misconduct or fraudulent activities

16.2 Our Indemnification Obligations

We agree to indemnify, defend, and hold you harmless from and against any third-party claims alleging that the Services, when used in accordance with these Terms, infringe a third party’s patent, copyright, or trademark rights enforceable in the United States, subject to the following conditions and limitations:

16.2.1 Conditions This indemnification obligation applies only if you: – Promptly notify us in writing of the claim – Grant us sole control over the defense and settlement of the claim – Provide us with reasonable cooperation and assistance at our expense

16.2.2 Exclusions We have no indemnification obligation for claims arising from: – Your modification of the Services – Your use of the Services in combination with third-party products or services not authorized by us – Your continued use of the Services after we notify you to discontinue use due to infringement – Client Data or content you provide – Your violation of these Terms – Third-Party Services

16.2.3 Remedies If the Services are, or we reasonably believe they may become, subject to an infringement claim, we may, at our option and expense: – Obtain the right for you to continue using the Services – Replace or modify the Services to make them non-infringing while providing substantially similar functionality – If the above options are not commercially reasonable, terminate the applicable Services and refund any prepaid, unused fees on a pro-rata basis

16.2.4 Exclusive Remedy This Section 16.2 states our entire liability and your exclusive remedy for any infringement claims.

16.3 Indemnification Procedures

The party seeking indemnification (the “Indemnified Party“) must:

16.3.1 Notice Promptly notify the indemnifying party (the “Indemnifying Party“) in writing of any claim, but failure to provide prompt notice will not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced by the delay.

16.3.2 Control Grant the Indemnifying Party sole control over the defense and settlement of the claim, provided that: – The Indemnifying Party may not settle any claim without the Indemnified Party’s prior written consent (not to be unreasonably withheld) if the settlement requires the Indemnified Party to admit fault or pay money – The Indemnified Party may participate in the defense at its own expense

16.3.3 Cooperation Provide reasonable cooperation and assistance to the Indemnifying Party in the defense of the claim, at the Indemnifying Party’s expense.

16.3.4 No Admission Not admit liability or make any settlement without the Indemnifying Party’s prior written consent.

16.4 Limitation on Indemnification

Notwithstanding anything to the contrary, our total liability under our indemnification obligations in Section 16.2 will not exceed the amounts you paid to us in the 12 months immediately preceding the claim.

17. Termination and Suspension

17.1 Termination for Convenience

17.1.1 By You You may terminate this Agreement at any time by: – Providing written notice of termination to howard@famileeconsulting.com at least 30 days before the end of the current subscription term (to avoid auto-renewal) – Canceling your subscription through your account settings (if available)

If you terminate for convenience: – You remain responsible for all fees through the end of the current subscription term – You will not receive a refund for any unused portion of the subscription term – Your access to the Services will continue until the end of the current subscription term

17.1.2 By Us We may terminate this Agreement for convenience by providing you with at least 30 days’ written notice. If we terminate for convenience, we will provide a pro-rata refund of any prepaid fees for the unused portion of the subscription term.

17.2 Termination for Cause

17.2.1 By You You may terminate this Agreement immediately for cause if: – We materially breach the Agreement and fail to cure the breach within 30 days of receiving written notice from you – We cease business operations or become insolvent

17.2.2 By Us We may terminate or suspend this Agreement immediately for cause if: – You materially breach these Terms (including failure to pay fees, violation of license restrictions, or violation of the Acceptable Use Policy) – You fail to cure a breach within 10 days of receiving written notice (or immediately for certain serious breaches) – Your account is used for illegal, fraudulent, or abusive activities – Your use of the Services poses a security risk or violates applicable laws – You fail to pay undisputed fees within 30 days of the due date – You become insolvent, bankrupt, or subject to similar proceedings

17.3 Suspension of Services

17.3.1 Grounds for Suspension We may immediately suspend your access to the Services (without terminating the Agreement) if: – Your payment is past due – Your use of the Services violates these Terms or applicable law – Your use threatens the security, integrity, or availability of the Services – We reasonably believe suspension is necessary to prevent harm to us, other users, or third parties – We are required to suspend access by law or court order

17.3.2 Notice and Opportunity to Cure We will provide advance notice of suspension where reasonably practicable. We will provide you with an opportunity to remedy the issue causing the suspension, except in cases of serious violations or emergency situations.

17.3.3 Effect of Suspension During suspension: – You will not have access to the Services or your Client Data – You remain responsible for all fees – We are not liable for any damages resulting from suspension – The Agreement remains in effect

17.3.4 Restoration We will restore access upon resolution of the issue that caused the suspension and payment of any overdue fees.

17.4 Effect of Termination

17.4.1 Cessation of Services Upon termination or expiration of the Agreement: – Your right to access and use the Services will immediately terminate – All licenses granted to you under the Agreement will terminate – You must cease all use of the Services, Documentation, and our Confidential Information

17.4.2 Data Retrieval You have 30 days after termination to export and download your Client Data from the Services. After 30 days: – We may delete your Client Data from our active systems – We have no obligation to retain or provide Client Data – Client Data may remain in backups for up to 90 days before being purged

17.4.3 Payment Obligations Termination does not relieve you of the obligation to pay: – All fees accrued through the effective date of termination – All fees for the remainder of the subscription term (if you terminate for convenience or we terminate for your breach) – Any other amounts owed under the Agreement

17.4.4 Return of Materials Upon our request, you will: – Return or destroy all our Confidential Information and materials in your possession – Certify in writing that you have complied with this obligation

17.4.5 Survival The following provisions will survive termination or expiration of the Agreement: – Sections 2 (Definitions), 5.6 (No Refunds), 7 (Intellectual Property Rights), 8.7 (Confidentiality Obligations), 14.2 (Disclaimer of Warranties), 15 (Limitation of Liability), 16 (Indemnification), 17.4 (Effect of Termination), 19 (Dispute Resolution and Arbitration), and 20 (General Provisions) – Any other provisions that by their nature should survive termination – All payment obligations accrued before termination – All rights and obligations that accrued before termination

18. Force Majeure

18.1 Force Majeure Events

Neither party will be liable for any failure or delay in performing its obligations under the Agreement (other than payment obligations) to the extent such failure or delay is caused by a Force Majeure Event.

“Force Majeure Event” means any event or circumstance beyond the reasonable control of a party, including but not limited to:

18.1.1 Natural Disasters – Earthquakes, floods, hurricanes, tornadoes, wildfires – Severe weather, storms, or natural catastrophes – Epidemics, pandemics, or widespread disease outbreaks

18.1.2 Acts of War and Government Actions – War, terrorism, invasion, or acts of foreign enemies – Riots, civil unrest, insurrection, or revolution – Government orders, embargoes, blockades, or sanctions – Changes in law or regulation that prevent performance – Expropriation or nationalization of assets

18.1.3 Infrastructure and Utility Failures – Power outages or utility failures not caused by the affected party – Telecommunications or internet service provider failures – Failures of third-party hosting or cloud service providers – Widespread infrastructure failures

18.1.4 Labor Disputes – Strikes, lockouts, or labor disputes (not involving the affected party’s own employees) – Shortage of labor, materials, or supplies

18.1.5 Cyber Events – Cyber attacks, DDoS attacks, or hacking incidents affecting critical infrastructure – Malware or ransomware attacks on infrastructure providers

18.2 Notice and Mitigation

18.2.1 Notice Requirement The party affected by a Force Majeure Event must: – Notify the other party in writing as soon as reasonably practicable – Describe the Force Majeure Event and its expected impact on performance – Provide regular updates on the status of the Force Majeure Event

18.2.2 Mitigation Obligation The affected party must: – Use commercially reasonable efforts to mitigate the effects of the Force Majeure Event – Resume performance as soon as reasonably practicable after the Force Majeure Event ends – Explore alternative means of performing its obligations

18.3 Suspension and Termination

18.3.1 Suspension of Obligations During a Force Majeure Event: – The affected party’s obligations are suspended to the extent prevented by the Force Majeure Event – The time for performance is extended by the duration of the Force Majeure Event – The non-affected party’s payment obligations are not suspended (fees remain due)

18.3.2 Termination Right If a Force Majeure Event prevents performance of material obligations for more than 30 consecutive days, either party may terminate the Agreement upon written notice. Upon such termination: – You are responsible for all fees accrued through the termination date – We will provide a pro-rata refund of prepaid fees for Services not delivered due to the Force Majeure Event – Neither party is liable for damages resulting from the termination

18.4 Exclusions

Force majeure does not excuse: – Your payment obligations – Breaches that occurred before the Force Majeure Event – Failures caused by your financial circumstances or inability to pay – Failures that could have been avoided by reasonable precautions, including cybersecurity measures and disaster recovery planning

19. Dispute Resolution and Arbitration

19.1 Informal Dispute Resolution

Before initiating arbitration or litigation, the parties agree to first attempt to resolve any dispute arising out of or relating to the Agreement through good faith negotiations.

19.1.1 Notice of Dispute The party asserting a dispute must send written notice to the other party describing: – The nature of the dispute – The specific provisions of the Agreement at issue – The relief sought

19.1.2 Negotiation Period Within 30 days of receiving a notice of dispute, senior representatives of both parties with authority to settle the dispute will meet (in person or by video conference) to attempt to negotiate a resolution in good faith.

19.1.3 Requirement to Negotiate Neither party may commence arbitration or litigation (except for emergency injunctive relief) unless the parties have complied with this informal dispute resolution process or the 30-day negotiation period has expired.

19.2 Binding Arbitration

19.2.1 Agreement to Arbitrate IF THE PARTIES CANNOT RESOLVE A DISPUTE THROUGH INFORMAL NEGOTIATIONS, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF (COLLECTIVELY, “DISPUTES”) WILL BE FINALLY SETTLED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES.

BY AGREEING TO THESE TERMS, YOU AND CUSTOM CRM MAGIC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION.

19.2.2 Arbitration Rules and Forum – Arbitration will be conducted under the AAA’s Commercial Arbitration Rules in effect at the time the arbitration is initiated – The arbitration will be conducted in English – The seat of arbitration will be Freehold, New Jersey, unless the parties agree otherwise – The arbitration may be conducted in person, by video conference, or by submission of documents, as determined by the arbitrator

19.2.3 Arbitrator Selection – The dispute will be decided by a single arbitrator – If the parties cannot agree on an arbitrator within 14 days, the AAA will appoint an arbitrator in accordance with its rules – The arbitrator will be an attorney with at least 10 years of experience in commercial disputes

19.2.4 Arbitration Procedures – The arbitrator will have the authority to grant any remedy or relief that would be available in court, except that the arbitrator may not award punitive damages or any other damages prohibited by the Agreement – The arbitrator must follow applicable law and the terms of the Agreement – The arbitrator will issue a written decision explaining the essential findings and conclusions on which the award is based – Judgment on the arbitration award may be entered in any court having jurisdiction

19.2.5 Costs of Arbitration – Each party will bear its own attorneys’ fees and costs – The parties will share equally the fees and costs of the arbitrator and AAA administrative fees, unless the arbitrator determines that one party should bear such costs based on the circumstances

19.2.6 Confidentiality The arbitration proceedings, including all filings, testimony, and the arbitrator’s decision, will be kept confidential and will not be disclosed except: – As required by law or court order – To enforce or challenge the arbitration award – With the prior written consent of both parties

19.3 Exceptions to Arbitration

Notwithstanding Section 19.2, either party may seek the following relief in court:

19.3.1 Injunctive Relief Either party may seek emergency or preliminary injunctive relief in court to: – Prevent irreparable harm – Preserve the status quo pending arbitration – Protect Intellectual Property Rights – Enforce confidentiality obligations

Filing such a claim does not constitute a waiver of the right to arbitrate.

19.3.2 Small Claims Court Either party may bring an individual action in small claims court if the claim qualifies and remains in small claims court.

19.3.3 Intellectual Property Claims Claims alleging infringement or misappropriation of Intellectual Property Rights may be brought in court.

19.4 No Class Actions

19.4.1 Individual Basis Only ALL DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS. THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTES TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, CONSOLIDATED, OR REPRESENTATIVE BASIS.

19.4.2 No Class Arbitration The arbitrator may not consolidate more than one party’s claims and may not preside over any form of class, collective, or representative proceeding. If this class action waiver is found to be unenforceable, the entire arbitration agreement in Section 19.2 will be void (but the remaining provisions of the Agreement will remain in effect).

19.5 Governing Law

The Agreement and any disputes arising out of or related to it will be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.6 Venue for Non-Arbitrable Claims

If for any reason a dispute is not subject to arbitration, each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in Monmouth County, New Jersey for any litigation arising out of or related to the Agreement.

19.7 Time Limitation on Claims

You must bring any claim arising out of or related to the Agreement within ONE (1) YEAR after the cause of action arises, or the claim is permanently barred. This limitations period applies to all legal theories, whether based on contract, tort, statute, or otherwise.

20. General Provisions

20.1 Entire Agreement

These Terms, together with any Order Form, Statement of Work, and our Privacy Policy, constitute the entire agreement between you and Custom CRM Magic regarding the Services and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding the subject matter.

20.2 Amendments

We may modify these Terms from time to time in accordance with Section 1.4. Except as set forth in Section 1.4, no amendment or modification of these Terms will be binding unless in writing and signed by both parties.

20.3 Waiver

No waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No failure or delay by a party in exercising any right, power, or remedy under these Terms will operate as a waiver thereof, nor will any single or partial exercise preclude any further exercise or the exercise of any other right, power, or remedy.

20.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. The invalid, illegal, or unenforceable provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent, or if such modification is not possible, it will be severed from the Agreement.

20.5 Assignment

20.5.1 By You You may not assign, transfer, delegate, or sublicense any of your rights or obligations under the Agreement without our prior written consent. Any attempted assignment in violation of this provision is void.

20.5.2 By Us We may assign or transfer the Agreement, in whole or in part, without your consent: – To an affiliate or subsidiary – In connection with a merger, acquisition, corporate reorganization, or sale of substantially all of our assets – To a successor entity

Any permitted assignee will be bound by the terms of the Agreement.

20.6 No Third-Party Beneficiaries

The Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in the Agreement, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

20.7 Independent Contractors

The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Neither party has the authority to bind the other or to incur obligations on the other’s behalf without the other’s prior written consent.

20.8 Notices

20.8.1 Method of Notice All notices under the Agreement must be in writing and will be deemed given when: – Delivered personally – Sent by confirmed email – Sent by certified or registered mail, return receipt requested – Delivered by a nationally recognized overnight courier service

20.8.2 Notice Addresses Notices to Custom CRM Magic must be sent to:

Familee Tree Consulting dba Custom CRM Magic
Attn: Legal Department
4400 Rt. 9 South, Suite 1000
Freehold, NJ 07728
Email: howard@famileeconsulting.com

Notices to you will be sent to the email address or mailing address you provided in your account or Order Form. You must keep your contact information current.

20.9 Force Majeure

See Section 18 for force majeure provisions.

20.10 Export Compliance

You agree to comply with all applicable export and import control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and the trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control. You represent and warrant that you are not: – Located in, or a resident or national of, any country subject to U.S. embargoes or trade sanctions – On any U.S. government list of prohibited, sanctioned, or restricted parties – Acting on behalf of any such country or person

20.11 Government End Users

If you are a U.S. government entity, the Services are “commercial items” as defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, all U.S. government end users acquire the Services with only those rights set forth in the Agreement.

20.12 Language

These Terms are drafted in English. If these Terms are translated into any other language, the English version will control to the extent of any conflict or ambiguity.

20.13 Interpretation

20.13.1 Headings Section headings are for convenience only and do not affect the interpretation of these Terms.

20.13.2 Usage Unless the context otherwise requires: – “Including” means “including but not limited to” – Singular includes plural and vice versa – References to “or” are inclusive (meaning “and/or”) – “Will” and “shall” have the same meaning and effect – “Days” means calendar days unless specified as business days

20.13.3 Ambiguities Any ambiguity or inconsistency in these Terms will not be construed against the drafter.

20.14 Counterparts and Electronic Signatures

The Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Electronic signatures and delivery of electronic copies will have the same force and effect as original signatures and paper copies.

20.15 Publicity

We may identify you as a customer and use your name and logo in our marketing materials, customer lists, and website, subject to your prior approval for any use beyond a general customer list. You may request that we cease such use by providing written notice to howard@famileeconsulting.com.

21. Contact Information

If you have any questions, concerns, or requests regarding these Terms or the Services, please contact us:

Familee Tree Consulting doing business as Custom CRM Magic

Email: howard@famileeconsulting.com
Mailing Address:
4400 Rt. 9 South, Suite 1000
Freehold, NJ 07728
United States

Website: https://customcrmmagic.com

Acknowledgment

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

These Terms are effective as of October 30, 2025.

Familee Tree Consulting doing business as Custom CRM Magic
Last Updated: October 30, 2025