IMPORTANT: Please read these Terms of Service carefully before using UltCRM. By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to all of these Terms, you may not access or use the Services.
These Terms of Service (hereinafter "Terms," "Agreement," or "Terms of Service") constitute a legally binding agreement between you (hereinafter "Client," "User," "you," or "your") and UltCRM (hereinafter "Company," "UltCRM," "we," "us," or "our"), governing your access to and use of the UltCRM platform, including all associated software, applications, websites, APIs, and services (collectively, the "Services").
By creating an account, accessing, or using any portion of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, together with our Privacy Policy, Acceptable Use Policy, Payment Policy, Refund Policy, Cookie Policy, and Data Processing Agreement, all of which are incorporated herein by reference (collectively, the "Policies").
If you are entering into this Agreement on behalf of a company, organization, or other legal entity (collectively, "Entity"), you represent and warrant that you have the authority to bind such Entity to these Terms, in which case the terms "you" or "your" shall refer to such Entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept this Agreement and may not use the Services.
For the purposes of this Agreement, the following definitions shall apply:
UltCRM provides a comprehensive customer relationship management (CRM) and marketing automation platform that enables businesses to manage customer interactions, communications, sales pipelines, marketing campaigns, and related business operations. The Services may include, without limitation:
Company reserves the right, at its sole discretion, to modify, suspend, or discontinue any aspect of the Services at any time, including the availability of any feature, database, or content, with or without notice. Company may also impose limits on certain features or restrict access to parts or all of the Services without notice or liability. Company shall not be liable to Client or any third party for any modification, suspension, or discontinuation of the Services.
Company shall use commercially reasonable efforts to make the Services available with a monthly uptime percentage of at least 99.5%, excluding scheduled maintenance and circumstances beyond Company's reasonable control. Company does not guarantee uninterrupted, secure, or error-free operation of the Services.
To use the Services, you must:
To access certain features of the Services, you must register for an account. During registration, you agree to provide accurate, current, and complete information and to update such information as necessary to maintain its accuracy. You are responsible for maintaining the security of your account credentials and for all activities that occur under your account.
If you register on behalf of an organization, you represent and warrant that you are authorized to bind that organization to these Terms. The organization shall be responsible for all access and use of the Services by its Authorized Users.
You are solely responsible for:
Client may permit Authorized Users to access and use the Services on Client's behalf, subject to these Terms. Client shall ensure that all Authorized Users comply with these Terms and shall be responsible for any acts or omissions of Authorized Users as if they were Client's own acts or omissions.
You agree to provide and maintain accurate, current, and complete account information. Company reserves the right to suspend or terminate accounts that contain inaccurate or incomplete information.
Client agrees to pay all fees associated with the Services as set forth in the applicable pricing plan or order form. Fees may be structured as:
All fees are due and payable as specified in the applicable invoice or order form. Unless otherwise agreed in writing:
Client authorizes Company to charge the designated payment method (credit card, debit card, ACH transfer, wire transfer, or other approved method) for all fees and charges arising under this Agreement. Client shall maintain current and accurate billing information at all times.
Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less. Company reserves the right to suspend access to the Services for any account with payments more than fifteen (15) days past due.
All fees are exclusive of taxes. Client shall be responsible for all applicable taxes, including sales tax, use tax, VAT, GST, and other governmental assessments, excluding taxes based on Company's income.
Company reserves the right to modify fees upon thirty (30) days' prior written notice. Fee changes shall become effective at the start of the next renewal term following such notice.
This Agreement commences on the Effective Date and continues until terminated in accordance with this Section. Unless otherwise specified in an applicable order form, Subscriptions shall automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party. Unless otherwise specified in an applicable order form, early termination by Client shall not entitle Client to any refund of prepaid fees.
Either party may terminate this Agreement immediately upon written notice if:
Company may also terminate this Agreement immediately, without notice, if Client:
Upon termination or expiration of this Agreement:
Upon request made within thirty (30) days following termination, Company shall make Client Data available for export in a standard format. After such period, Company shall have no obligation to maintain or provide Client Data.
Client agrees not to use the Services to:
Client is solely responsible for all content transmitted through the Services. Client shall not transmit content that:
Company reserves the right to investigate suspected violations and to take appropriate action, including suspension or termination of accounts, removal of content, and cooperation with law enforcement authorities.
The Services may include communications features powered by third-party providers, including Twilio and other telecommunications services. By using these features, you agree to comply with all applicable telecommunications regulations and the terms of service of such third-party providers.
Client acknowledges and agrees to comply with all applicable laws governing electronic communications, including but not limited to:
Client represents and warrants that it has obtained all necessary consents from End Users before sending any communications through the Services. Client shall maintain records of all consents and shall make such records available to Company upon request.
Client shall not use the Communications Services to:
For application-to-person (A2P) messaging in the United States, Client shall register all campaigns with The Campaign Registry (TCR) and comply with all carrier requirements for 10DLC messaging. Company may require verification of business identity and use case before enabling messaging services.
Client shall be responsible for all charges associated with sending and receiving messages through the Services, including carrier fees, messaging platform fees, and any applicable taxes or surcharges.
The Services may integrate with third-party advertising platforms including, without limitation, Google Ads, Meta (Facebook/Instagram) Ads, TikTok Ads, Snapchat Ads, YouTube Ads, and other advertising networks (collectively, "Advertising Platforms"). By using these integrations, Client agrees to comply with the terms of service, advertising policies, and guidelines of each respective Advertising Platform.
Client is solely responsible for:
Client shall ensure that all advertising content complies with:
Client shall not create, publish, or promote advertising that:
Client acknowledges that the Services may include pixel tracking and data collection features for advertising optimization. Client is responsible for:
Company makes no representations or warranties regarding advertising performance, reach, impressions, conversions, or return on advertising spend. Advertising results depend on numerous factors outside Company's control, including Advertising Platform algorithms, competition, market conditions, and the quality of Client's advertising content.
Company shall process Client Data in accordance with the Privacy Policy and applicable data protection laws. Where required by law, Company shall execute a Data Processing Agreement with Client.
Client is responsible for:
Company shall implement and maintain appropriate technical and organizational measures to protect Client Data against unauthorized access, loss, or destruction. However, no system is completely secure, and Company cannot guarantee absolute security.
Client Data may be processed and stored in data centers located in various jurisdictions. By using the Services, Client consents to such processing and storage.
Client acknowledges that Company may engage subprocessors to assist in providing the Services. Company shall maintain a list of subprocessors and shall notify Client of any material changes.
The Services, including all software, technology, designs, trademarks, and other intellectual property, are and shall remain the exclusive property of Company and its licensors. Client receives only a limited, non-exclusive, non-transferable, revocable license to use the Services during the term of this Agreement.
As between Company and Client, Client retains all rights in Client Data. Client grants Company a limited license to use, process, and store Client Data solely as necessary to provide the Services.
If Client provides suggestions, feedback, or recommendations regarding the Services, Company may use such feedback without restriction or compensation to Client.
Client shall not:
Client acknowledges and agrees that the underlying hierarchical agentic reasoning, backend orchestration flows, AI employee logic, "Maxus-Sync" synchronization architecture, workflow automation sequences, and similar proprietary systems (collectively, the "Brain Architecture") are the unique, non-obvious Trade Secrets of the Company, protected under the Illinois Trade Secrets Act (765 ILCS 1065) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836).
Access to the User Interface (UI) does not constitute a license to observe, document, reverse engineer, or replicate the underlying logical sequences, decision trees, or Brain Architecture.
Any attempt to map, document, or deduce these sequences through:
is strictly prohibited and shall constitute misappropriation of Trade Secrets. Such misappropriation may result in immediate account termination, pursuit of injunctive relief, and recovery of damages including the $250,000 liquidated damages specified in Section 8.1, actual damages, attorneys' fees, and exemplary damages where permitted by law.
By using the Services, Client explicitly acknowledges that:
Each party agrees to protect the confidential information of the other party with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
Confidential information does not include information that:
Either party may disclose confidential information as required by law, provided it gives reasonable prior notice to the other party and cooperates in seeking confidential treatment.
Company warrants that:
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
Company makes no warranties regarding Third-Party Services. Client's use of Third-Party Services is at Client's own risk and subject to the terms of such third parties.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
The limitations set forth in this Section shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and shall survive any failure of essential purpose of any limited remedy.
Client shall indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
Company shall promptly notify Client of any claim and shall provide reasonable cooperation in defense thereof. Company reserves the right to participate in the defense with counsel of its choice at its own expense.
The Services may integrate with or provide access to Third-Party Services, including but not limited to:
Client's use of Third-Party Services is subject to the terms and conditions of such third parties. Company is not responsible for Third-Party Services and makes no warranties regarding their performance, availability, or security.
Client is solely responsible for any fees, charges, or costs associated with Third-Party Services, which may be charged directly by such third parties or passed through by Company.
Each party shall comply with all applicable laws and regulations in connection with its performance under this Agreement.
Client shall not export or re-export the Services or any related technology in violation of any applicable export control laws or regulations.
Neither party shall take any action that would violate any applicable anti-bribery or anti-corruption laws.
Client is responsible for ensuring that its use of the Services complies with any industry-specific regulations applicable to Client's business, including but not limited to HIPAA, PCI-DSS, and financial services regulations.
Company reserves the right to modify these Terms at any time. Material changes will be notified through the Services or via email at least thirty (30) days prior to taking effect. Continued use of the Services after such changes constitutes acceptance of the modified Terms.
Company reserves the right to modify, update, or discontinue any aspect of the Services at any time without liability.
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, United States, without regard to conflicts of law principles. For Clients located outside the United States, the governing law provisions may be modified by applicable local law requirements.
Any dispute arising out of or relating to this Agreement shall first be subject to good faith negotiations between the parties. If negotiations fail, disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive relief in any court of competent jurisdiction. For international clients, alternative dispute resolution mechanisms may apply as required by local law.
Subject to the arbitration provisions above, each party consents to the exclusive jurisdiction of the state and federal courts located in Illinois for any disputes not subject to arbitration.
Client may not assign this Agreement without Company's prior written consent. Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.
This Agreement, including all Policies incorporated by reference, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements.
If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
Failure to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision.
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, pandemics, government actions, or failures of third-party providers.
Notices shall be sent to the addresses on file with Company and shall be deemed received upon actual receipt or three (3) business days after mailing.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
This Agreement does not create any third-party beneficiary rights.
Section headings are for convenience only and shall not affect the interpretation of this Agreement.
This Agreement is in English. Any translations are for convenience only, and the English version shall control.
NOTICE: This Section 21 identifies the Company's protected Trade Secrets under the Illinois Trade Secrets Act (765 ILCS 1065) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836). The Company does not claim ownership of general software concepts or industry-standard patterns. Rather, the Company asserts trade secret protection over its specific implementations, integrations, and the non-obvious combinations of technologies described below. Any unauthorized observation, documentation, reverse engineering, or replication of these specific implementations is strictly prohibited.
The Company has developed a novel autonomous AI agent framework that goes beyond simple AI chat or task completion. The protected elements include:
The Company has developed a voice AI system that uniquely executes CRM operations during active telephone conversations. Unlike voice assistants that merely converse or transfer calls, this system performs real-time database operations while maintaining natural conversation flow:
The Company's core innovation lies in how disparate systems communicate and trigger each other. A single user action can cascade across multiple subsystems in ways that are not obvious from examining any individual component:
The Company has developed a specific protocol for bidirectional synchronization between WordPress installations and the CRM platform:
While workflow automation is a common concept, the Company's specific implementation includes novel features:
Beyond individual systems, the Company asserts trade secret protection over the non-obvious combination and integration of the above systems into a unified platform. The specific ways these systems interconnect, share data, trigger each other, and provide a cohesive user experience represent substantial investment in research, development, and architectural design that is not readily ascertainable by examining publicly available interfaces.
By using the Services, Client acknowledges that:
Client agrees not to, directly or indirectly, during the term of this Agreement and for a period of two (2) years thereafter:
Client agrees not to solicit, recruit, hire, or engage as a consultant or contractor any employee of the Company who has had direct involvement with Client's account during the term of this Agreement and for a period of eighteen (18) months following termination. This restriction does not apply to general public job postings that are not targeted at Company employees.
If Client's business involves providing services competitive with the Company's Services, Client agrees not to use contact information, usage data, or insights obtained through the Services to solicit or market competitive products to other Company customers.
Client shall not, and shall not permit any third party to:
The Company reserves the right to implement rate limiting, CAPTCHA challenges, and other technical measures to prevent automated or abusive access. Circumvention of such measures is a material breach of this Agreement.
API access is provided solely for legitimate integration purposes. Use of the API to extract data for competitive purposes, to stress-test the system, or to probe for vulnerabilities is prohibited. The Company may revoke API access at any time for suspected abuse.
Client acknowledges that any breach or threatened breach of Sections 8 (Acceptable Use), 12 (Intellectual Property), 13 (Confidentiality), 21 (Proprietary Systems), 22 (Non-Circumvention), or 23 (Data Mining) of this Agreement would cause irreparable harm to the Company for which monetary damages would be inadequate. Client further acknowledges that the proprietary systems and Trade Secrets protected under this Agreement represent years of research, development, and investment by the Company.
In the event of any actual or threatened breach of the sections enumerated in 24.1 above, the Company shall be entitled to seek immediate injunctive relief, including temporary restraining orders, preliminary injunctions, and permanent injunctions, in any court of competent jurisdiction, without the necessity of:
The remedies provided in this Section 24 are cumulative and in addition to any other remedies available at law or in equity, including the liquidated damages specified in Section 8.1. The pursuit of injunctive relief does not waive the Company's right to seek monetary damages, including the $250,000 liquidated damages per occurrence.
In any action to enforce the Trade Secret protections under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, expert witness fees, and costs of litigation.
The Company reserves the right to audit Client's use of the Services to verify compliance with this Agreement. Such audits may include:
Upon reasonable notice, Client shall cooperate with any audit requested by the Company and shall provide reasonable access to relevant records and personnel. Client shall certify in writing, upon request, its compliance with the Trade Secret and intellectual property provisions of this Agreement.
If an audit reveals any violation of this Agreement, Client shall immediately cease the violating activity and shall pay for the cost of the audit. Discovery of Trade Secret misappropriation or competitive scouting during an audit shall trigger the remedies specified in Sections 8.1, 12.5, and 24.
In the event of suspected Trade Secret misappropriation, the Company reserves the right to engage third-party forensic investigators and to preserve evidence. Client consents to the Company's retention of access logs, session recordings, and other technical evidence for a period of seven (7) years for potential use in litigation.
For questions about these Terms of Service, please contact:
UltCRM
Email: legal@ultcrm.com
Website: https://ultcrm.com