Terms of Service

1Agreement to These Terms

These Terms of Service (the "Terms") form a binding agreement between you and Aetrix Systems, LLC, a California limited liability company ("Aetrix," "we," "us," or "our"), and govern your access to and use of our software-as-a-service products, mobile applications, and related websites (collectively, the "Services"). Today the Services include Aetrix Core CRM; over time, the Services may include additional Aetrix-branded products, which will be governed by these Terms unless we provide separate terms for a specific product.

By creating an account, accessing, or otherwise using the Services, you agree to be bound by these Terms and our Privacy Policy. If you are agreeing on behalf of an organization (a company, partnership, sole proprietorship, or other legal entity), you represent that you have authority to bind that organization, and "you" or "Customer" refers to that organization. If you do not have such authority, or if you do not agree, you must not use the Services.

2The Services

The Services are software-as-a-service offerings provided by Aetrix Systems, LLC. Aetrix Core CRM is a modular customer relationship management platform designed for field-services and door-to-door sales organizations, including but not limited to telecommunications dealers. Aetrix may, in its discretion, expand the Services to include additional products and capabilities; new products will be governed by these Terms unless a separate agreement applies.

The Services are provided as a hosted offering. You access the Services over the internet using a supported browser or mobile application. We may from time to time release updates, new features, deprecate features, or adjust the Services as we improve them. Material changes affecting paid functionality will be communicated as described in Section 17.

3Eligibility & Accounts

3.1 Eligibility

You must be at least 18 years old and legally capable of entering into a binding contract to create an account. The Services are intended for business use; they are not designed for or directed to individuals under 16, and we do not knowingly accept accounts from anyone under 16.

3.2 Account creation

To use most features of the Services you must create an account, or be invited to one by a Customer organization. You agree to provide accurate, current, and complete information when registering and to keep it up to date.

3.3 Account security

You are responsible for safeguarding your password and any other credentials, and for all activities that occur under your account. You agree to notify us immediately of any unauthorized access or use. We are not liable for losses caused by unauthorized use that resulted from your failure to maintain the security of your credentials.

3.4 Customer administrators

If your access is provisioned by a Customer organization, that organization (acting through its administrators) controls your access, role, and permissions, and may add, remove, suspend, or modify your account at any time. Disputes about access within an organization are between you and that organization; Aetrix's role is to act on the administrator's instructions.

4Subscriptions, Plans & Billing

4.1 Plans and modules

The Services are offered on a subscription basis. The plan, modules, user-seat capacity, billing term, and total monthly amount applicable to your subscription are set out in your order confirmation, the Aetrix Core CRM in-app configurator, and your invoices (collectively, your "Order"). Some modules are included by default in your plan; others may be added as feature add-ons.

4.2 Setup fees

Some plans and billing terms include a one-time setup fee. The applicable setup fee, including any commitment-based discount or waiver, is shown at checkout and on your initial invoice. Setup fees are non-refundable except where required by law.

4.3 Billing term and renewal

Subscriptions are billed in advance for the billing term you select (for example, monthly, quarterly, semi-annually, or annually). Subscriptions automatically renew at the end of each billing term for an additional period of the same length, at the then-current rates, unless you cancel before renewal.

4.4 Price changes

We may change the prices of the Services from time to time. Price changes will not affect the current billing term you have already paid for. We will give you at least 30 days' notice (typically by email to your billing contact) before a price change takes effect for your subscription. If you do not agree to a price change, you may cancel your subscription before the change takes effect; your continued use after the change takes effect constitutes acceptance.

4.5 Payment

Payment is due in advance via the payment methods we accept. Payment processing is handled by our payment provider. By providing payment information, you authorize us (or our payment provider on our behalf) to charge the amounts due for your subscription, including any expansion blocks, add-on modules, and applicable taxes. If a payment fails, we may retry the charge, suspend access until payment is resolved, or terminate your subscription as described in Section 16.

4.6 Taxes

Prices are exclusive of applicable sales, use, value-added, and similar taxes, unless stated otherwise. You are responsible for any taxes legally imposed on your purchase of the Services, except for taxes based on Aetrix's net income.

4.7 Credits and promotions

Credits applied to your account (whether issued for outages, as a goodwill gesture, as a referral bonus, as a renewal incentive, or as part of a published promotion) are subject to the terms under which they were issued, including expiration windows and per-invoice application caps. Credits have no cash value and are not transferable.

4.8 Discounts and loyalty

Founder, loyalty, and small-business discounts (where applicable) are subject to the conditions communicated at the time the discount is offered. Discounts that depend on continued tenure may end or change if the qualifying conditions change.

5Trials, Beta Features & Early Access

From time to time we may offer free trials, beta or pre-release features, or early-access programs. Trials and beta features are provided "AS IS" and may be discontinued at any time. We may impose usage limits or different terms on these offerings. Feedback you provide on beta features may be used by us without restriction to improve the Services.

6Cancellation & Refunds

6.1 How to cancel

You may cancel your subscription at any time from the billing area of the Services or by contacting us at support@aetrixcorecrm.com. Cancellation takes effect at the end of your current billing term: you retain access through the period you've paid for, and the subscription will not renew.

6.2 Refunds

Except where required by applicable law or expressly stated in your Order:

• Monthly billing: Subscription fees are non-refundable for the current billing month. You can cancel future renewals as described above.
• Quarterly, semi-annual, or annual billing: If you cancel within 14 days of the start of a new billing term, we will issue a pro-rated refund for unused time, less any setup fee or applied promotional credit. After 14 days, fees are non-refundable for the remainder of the term.
• Setup fees are non-refundable except where required by law.

6.3 Data after cancellation

After cancellation, you will retain read-only access for a reasonable wind-down period (typically 30 days) to allow data export. After that period, your data may be deleted in accordance with our Privacy Policy. We can provide a CSV or comparable export upon request before the wind-down period ends.

7Acceptable Use

You agree that you will not, and you will not allow any user authorized through your account to:

• Use the Services in violation of applicable law or regulation, including telecommunications, anti-spam, do-not-call, telemarketing, consumer-protection, employment, and data-protection laws.
• Send unsolicited commercial communications (spam) through the Services or any connected email or telephony account, or otherwise violate the CAN-SPAM Act, TCPA, CASL, GDPR's marketing rules, or analogous laws.
• Upload, store, or transmit any content that is unlawful, defamatory, obscene, infringing, or that violates the rights of any third party.
• Attempt to gain unauthorized access to the Services, other users' accounts, or our infrastructure, or interfere with the operation of the Services (for example, by deploying viruses, denial-of-service attacks, or unauthorized scraping).
• Reverse engineer, decompile, or disassemble the Services, or otherwise attempt to derive source code, except to the extent that applicable law expressly permits and we cannot lawfully prohibit it.
• Use the Services to build, train, or improve a competing product, or to benchmark for any purpose other than legitimate evaluation by a prospective Customer.
• Resell, sublicense, or otherwise commercially exploit the Services without our prior written consent.
• Misrepresent your identity or affiliation, or use the Services to impersonate another person.
• Use the Services to harass, threaten, or harm any individual.

We may investigate suspected violations of this Section, and we may suspend or terminate access in accordance with Section 16.

8Customer Data & Privacy

8.1 Your data is yours

As between you and Aetrix, you retain all rights, title, and interest in and to the data, content, files, communications, and other information you submit to or generate within the Services ("Customer Data"). You grant Aetrix a limited, worldwide, non-exclusive, royalty-free license to host, store, transmit, display, reproduce, modify (only as needed for technical purposes such as format conversion or backup), and otherwise process Customer Data solely as necessary to provide and improve the Services for you and to comply with applicable law.

8.2 Your responsibilities

You represent and warrant that:

• You have all necessary rights, authority, and consents to upload, input, or otherwise process the Customer Data through the Services, including any personal information about your employees, contractors, customers, leads, contacts, or other third parties.
• Your use of the Services with respect to Customer Data complies with applicable privacy and data-protection laws, including by providing required notices and obtaining required consents from individuals whose personal information is processed.
• You will not upload to the Services any "sensitive" categories of data that the Services are not designed to handle (for example, personal health information governed by HIPAA, government-issued identifier numbers, or payment card numbers in the body of records), unless we have agreed in writing to support that data category for you.

8.3 Privacy

Our handling of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference.

8.4 Data processing on your behalf

To the extent we process personal information on your behalf as a service provider or processor (as those terms are defined under applicable law), we will do so only on your documented instructions, will require subprocessors to be subject to comparable obligations, and will assist you with reasonable requests related to data-subject rights, breach notification, and required impact assessments. If you require a written data processing addendum, please contact legal@aetrixsystems.com.

9Third-Party Connections & Email Integrations

9.1 Connected accounts

The Services let you connect your or your organization's accounts with third-party providers — for example, Microsoft 365, Google Workspace / Gmail, generic IMAP/SMTP mailboxes, calendar providers, telephony platforms, and payment processors — so that the Services can perform actions on your behalf (sending and receiving email, syncing calendars, processing payments, and so on).

9.2 Authorization & scope

When you connect a third-party account, you authorize Aetrix to access and use that account through the provider's standard authentication mechanism (typically OAuth 2.0, or username/app-password for IMAP/SMTP) for the purposes you have requested. We do not exceed the scopes necessary to deliver the connected feature. You can disconnect a connected account at any time from the Services or from the provider's settings.

9.3 Limited use of email data

9.4 Provider policies

Your use of connected providers' services is also subject to those providers' terms and policies. You are responsible for complying with those terms (including, for example, the volume, content, and recipient restrictions imposed by your email provider on outbound messaging). Aetrix is not responsible for the acts or omissions of third-party providers, including service interruptions, data losses, or changes in their terms.

9.5 Anti-spam and electronic communications

You alone are responsible for the lawfulness of the messages you send through the Services or through connected accounts, including compliance with the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), Canada's Anti-Spam Legislation (CASL), and any other applicable laws. You agree to maintain accurate sender identification, honor opt-out and unsubscribe requests, and refrain from sending unsolicited commercial messages.

10Intellectual Property

10.1 Aetrix's IP

The Services, including all software, designs, interfaces, documentation, names, logos, and trademarks (the "Aetrix IP"), are owned by Aetrix or our licensors and are protected by copyright, trademark, and other laws. We grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during your subscription, solely for your internal business purposes and subject to these Terms.

10.2 Reservation of rights

All rights not expressly granted to you in these Terms are reserved by Aetrix. Nothing in these Terms grants you any right, title, or interest in the Aetrix IP except for the limited license described above.

10.3 Feedback

If you provide us with feedback, suggestions, or ideas about the Services, you grant us a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate that feedback into our products and services without obligation to you.

10.4 Customer marks

You may identify yourself as a Customer by referring to "Aetrix Core CRM" or other Aetrix product names in factually accurate ways. You may not use Aetrix's logos or trademarks without our prior written consent. Likewise, we will not publicly use your name or logo as a customer reference without your consent, except where you have agreed otherwise.

11Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that should reasonably be understood to be confidential given its nature. Each party agrees to use the other's Confidential Information only to perform under these Terms, to protect it with reasonable care, and not to disclose it to third parties except to its own personnel and contractors who need to know and are bound by comparable obligations. Confidentiality obligations do not apply to information that is publicly available through no fault of the recipient, was already known to the recipient without restriction, was independently developed without use of the discloser's information, or that the recipient is required to disclose by law (with reasonable notice to the discloser where permitted).

12Service Availability

We work to keep the Services available and reliable. However, the Services may be unavailable from time to time due to scheduled maintenance, infrastructure issues, third-party outages, or events outside our control. To the extent we publish a service-level commitment for a specific plan or product, the credits and remedies described there are your sole remedy for failures to meet the stated availability target. In the absence of a published SLA for your plan, the Services are provided on an as-available basis as further described in Section 13.

13Disclaimers

14Limitation of Liability

15Indemnification

You agree to defend, indemnify, and hold harmless Aetrix and its officers, directors, employees, contractors, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your or your authorized users' use of the Services in violation of these Terms or applicable law; (b) Customer Data, including any claim that your use, upload, or transmission of Customer Data through the Services violates a third party's rights or applicable law; (c) any communication you send through a connected email or telephony account; or (d) your breach of any representation or obligation in these Terms.

We will: (i) promptly notify you of any covered claim; (ii) give you sole control of the defense and settlement (provided that any settlement requiring an admission of liability or payment by us must have our prior written consent); and (iii) provide reasonable cooperation at your expense.

16Suspension & Termination

16.1 By you

You may cancel your subscription at any time as described in Section 6.

16.2 By us

We may suspend or terminate your access, in whole or in part, immediately and without prior notice if we reasonably believe that: (a) you have materially breached these Terms (including the Acceptable Use Policy in Section 7) and have not cured the breach within ten (10) days after notice (or immediately, if the breach cannot be cured or threatens our infrastructure or other customers); (b) your account is past due and remains unpaid after notice; (c) we are required to do so by law or legal process; or (d) continued provision of the Services to you would expose us to material legal, regulatory, or security risk.

16.3 Effect of termination

Upon termination, your right to access the Services ends. Provisions of these Terms that by their nature should survive termination — including IP, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and these survival terms — will survive. Data handling after termination is described in Section 6.3 and the Privacy Policy.

17Changes to the Services or Terms

17.1 Changes to the Services

We may update, add, or discontinue features and functionality from time to time. We will not materially decrease the core functionality of a paid product during a billing term you've already paid for, but we may otherwise change the Services as we evolve them.

17.2 Changes to these Terms

We may update these Terms from time to time. When we make material changes, we will give you notice (typically by email to your billing contact and by posting an updated version on our website) at least 30 days before the changes take effect. Your continued use of the Services after the effective date of an update constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you may cancel your subscription before they take effect.

18Governing Law & Dispute Resolution

18.1 Governing law

These Terms and any dispute arising out of or related to them or the Services are governed by the laws of the State of California, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Informal resolution

Before filing any formal proceeding, you agree to try to resolve the dispute informally by contacting us at legal@aetrixsystems.com. We will attempt to resolve the dispute by communicating with you in good faith. If we cannot resolve a dispute within 60 days of notice, either party may proceed as set out below.

18.3 Binding arbitration

Except for the Excluded Claims described below, you and Aetrix agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules (or, for claims exceeding $250,000, the Comprehensive Arbitration Rules) then in effect. The arbitration will be conducted in San Diego County, California, or, at the claimant's option, by video conference. The arbitrator will have authority to award any relief that a court of competent jurisdiction could award. Judgment on the award may be entered in any court of competent jurisdiction.

18.4 Class-action waiver

YOU AND AETRIX EACH AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate the claims of multiple parties. If a court determines that this waiver is unenforceable for a particular claim, that claim must be brought in court and the rest of this Section will continue to apply.

18.5 Excluded claims

The following claims are not subject to arbitration and may be brought in the state or federal courts located in San Diego County, California: (a) claims for injunctive or other equitable relief related to intellectual property or unauthorized access to the Services; and (b) small-claims-court actions, where available and within the small-claims court's jurisdiction. You and Aetrix consent to the exclusive jurisdiction and venue of those courts for such claims.

18.6 30-day right to opt out of arbitration

You may opt out of the arbitration and class-action-waiver provisions of this Section by sending a written opt-out notice to legal@aetrixsystems.com within 30 days of first agreeing to these Terms. The notice must include your name, the email address associated with your account, and a clear statement that you wish to opt out. Opting out does not affect any other provision of these Terms.

19General Provisions

19.1 Entire agreement

These Terms, together with the Privacy Policy and any Order, constitute the entire agreement between you and Aetrix regarding the Services and supersede all prior agreements and understandings on the subject. If you have entered into a separate signed master services agreement with Aetrix that expressly supersedes these Terms, that agreement controls to the extent of any conflict.

19.2 Assignment

You may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without our prior written consent. We may assign these Terms without your consent in connection with a merger, acquisition, financing, reorganization, or sale of all or substantially all of our assets. Any attempted assignment in violation of this Section is void.

19.3 Severability and waiver

If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent. A failure to enforce any right or provision is not a waiver of that right or provision.

19.4 Force majeure

Neither party will be liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, denial-of-service attacks, governmental actions, or pandemics.

19.5 No third-party beneficiaries

These Terms do not create any rights in any third party, except as expressly stated.

19.6 Notices

We may give you notices by email, in-product notification, or by posting on our website. You may give us notices by email to legal@aetrixsystems.com.

19.7 Export & sanctions

The Services may be subject to U.S. export controls and economic sanctions. You represent that you are not located in, under the control of, or a national or resident of any country or on any list to which the United States restricts exports or services. You agree not to use the Services in violation of any export-control or sanctions laws.

20Contact

Questions about these Terms? Contact us at:

Aetrix Systems, LLC
Legal: legal@aetrixsystems.com
Support: support@aetrixcorecrm.com
Web: www.aetrixcorecrm.com