利用規約

These SellioCRM Terms of Service, together with any Order Form, Acceptable Use Policy, Copyright and Intellectual Property Policy, AI Features Terms, Privacy Policy, Cookie Policy, Data Processing Addendum, Security Policy / Trust Center, Service Level Addendum if any, and any other terms expressly incorporated by reference, govern access to and use of the Services made available by SellioCRM, LLC.

For purposes of this document, "SellioCRM," "Company," "we," "us," and "our" mean SellioCRM, LLC. "Customer," "you," and "your" mean the person or entity accessing or using the Services. If you access or use the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization, and that organization is the Customer.

SellioCRM is a customer relationship management platform. The Services are offered through per-user Edition Subscriptions (currently Starter, Professional, Enterprise and Ultimate), each including the features and the allowance of Infrastructure Resources described for that Edition in the Services. New Accounts receive a free trial period (currently 14 days) with full access and no payment method required. When the trial ends, access to the Services requires an active Edition Subscription.

By creating an account, accessing the Services, clicking "I agree," executing an Order Form, paying an invoice, or otherwise using any part of the Services, you agree to these Terms. If you do not agree, you must not access or use the Services.

1. Scope of the Services

SellioCRM provides CRM software and related technologies for lead management, contact management, company and account records, sales pipelines, opportunities and deals, activities, tasks, notes, files, dashboards, reporting, automations, email-related workflows, integrations, APIs, AI-assisted CRM functionality, and related business workflows.

The Services are operational and decision-support tools. The Services do not replace Customer judgment, sales strategy, legal advice, tax advice, privacy advice, employment advice, marketing compliance review, financial advice, accounting advice, or professional services unless separately agreed in writing.

Customer remains solely responsible for its business processes, customer relationships, sales decisions, marketing campaigns, communications, recordkeeping, legal compliance, privacy compliance, and use of CRM data.

2. Definitions

"Account" means an account created by or for Customer to access the Services.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"AI Features" means any artificial intelligence, machine learning, automated analysis, classification, scoring, summarization, recommendation, drafting, prediction, content generation, or similar functionality made available through the Services.

"Authorized User" means any employee, contractor, consultant, advisor, representative, agent, or other individual authorized by Customer to access or use the Services under Customer's Account.

"Beta Services" means alpha, beta, preview, experimental, evaluation, pre-release, free, trial, or otherwise non-generally available services or features.

"Core CRM Functionality" means the standard CRM functionality generally made available by SellioCRM for managing leads, contacts, companies, deals, opportunities, activities, notes, tasks, dashboards, reports, files, and CRM workflows. Core CRM Functionality carries no software license fee: it is made available through Edition Subscriptions, which are priced for the Infrastructure Resources each Edition includes. It excludes Third-Party Services, optional professional services, premium support, custom development, implementation services, and any expressly separately priced service.

"Customer Content" means data, information, files, records, contacts, leads, prospects, customers, companies, deals, opportunities, notes, tasks, emails, communications, attachments, reports, configurations, prompts, outputs, imports, exports, integrations, user data, business information, personal data, and other content submitted, uploaded, stored, generated, transmitted, or processed by or on behalf of Customer through the Services.

"Documentation" means usage instructions, technical materials, product documentation, help articles, specifications, policies, and other written materials made available by SellioCRM.

"Infrastructure Charges" means charges for Infrastructure Resources consumed beyond the allowance included in Customer's Edition Subscription. Allowances are caps by default: when an allowance is reached, the corresponding feature pauses until the period turns. Infrastructure Charges apply only where SellioCRM offers overage billing for the Account and Customer has expressly enabled it, at the rates published in the Services; they may include hosting and compute, database usage, file storage, traffic and content delivery, email sending, artificial intelligence processing, backups, logging, monitoring, security tooling, provider minimums, taxes, currency conversion, payment processing, and other operational provider costs reasonably allocable to Customer's use of the Services.

"Infrastructure Resources" means third-party or internal technical resources used to provide the Services, including cloud hosting, compute, database, storage, network transfer, content delivery, email delivery, AI models or providers, monitoring, security, backup, and similar resources.

"Order Form" means an online order, subscription checkout, signed order form, quote, invoice, statement of work, purchase order accepted by SellioCRM, or other ordering document specifying the Services, Edition, number of users, included allowances, Infrastructure Charges where applicable, billing method, term, or commercial terms.

"Services" means the SellioCRM CRM platform, websites, applications, APIs, software, dashboards, reports, AI Features, Documentation, support, and related services.

3. Order of Precedence

If there is a conflict among applicable documents, the following order controls unless expressly stated otherwise:

• a signed Order Form
• the Data Processing Addendum, for personal data processing matters
• these Terms
• the Acceptable Use Policy
• other incorporated policies
• Documentation

SellioCRM does not use product-specific additional terms for a separate child product structure unless expressly introduced in the future. Customer purchase order terms, procurement terms, vendor portal terms, online terms, or similar terms are rejected and do not modify these Terms unless expressly signed by SellioCRM.

4. Eligibility and Authority

Customer may use the Services only if Customer can enter into a legally binding agreement and is not prohibited from using the Services under applicable law.

If an individual uses the Services on behalf of an organization, that individual represents and warrants that they have authority to bind the organization.

Customer is responsible for ensuring that all Authorized Users comply with these Terms.

5. Account Registration and Security

Customer must provide accurate, current, and complete account, billing, administrative, tax, and usage-related information.

Customer is responsible for:

• maintaining the confidentiality of credentials;
• all activity under its Account
• managing Authorized Users, roles, permissions, and workspace access
• promptly disabling access for users who no longer require access
• maintaining secure devices, networks, authentication methods, integrations, email accounts, and internal controls
• promptly notifying SellioCRM of suspected unauthorized access, credential compromise, or misuse

SellioCRM may suspend or terminate Accounts that use false, misleading, unlawful, infringing, or unauthorized information.

6. Access Rights

Subject to these Terms, the applicable Order Form, payment of applicable Edition Subscription fees and Infrastructure Charges, and compliance with the limits and allowances of Customer's Edition, SellioCRM grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for Customer's internal business purposes.

Customer receives no rights except those expressly granted. SellioCRM reserves all rights not expressly granted.

7. No Software License Fees, Free Trial and Edition Subscriptions

Free trial. New Accounts receive a free trial (currently 14 days) with full access to the Services and no payment method required. SellioCRM may change the length of the trial prospectively for new Accounts. Accounts created before September 16, 2026 keep full free access until September 30, 2026, the date communicated to them by email and in the product. When the trial ends, access to the Services is suspended until Customer activates a paid Edition priced per user (an "Edition Subscription"). Customer Data is retained during suspension in accordance with these Terms and the Privacy Policy, and becomes available again as soon as an Edition Subscription is active. A suspended Account in which no user signs in remains subject to the inactivity schedule in Section 26.1 (Inactive Accounts).

Edition Subscriptions include the features and the Infrastructure Resource allowances described for each Edition in the Services. They do not include Infrastructure Charges beyond those allowances, taxes, payment processing fees, professional services, implementation services, custom development, premium support, Third-Party Services, marketplace services, customer-requested dedicated infrastructure, data migration services, or charges imposed by providers or partners.

Users and seats. Edition Subscriptions are priced per user: each Authorized User with an active membership requires one purchased user seat, and SellioCRM does not activate more users than the number of seats purchased. Deactivating a user frees the seat; additional seats may be purchased at any time, charged pro rata for the remainder of the term.

SellioCRM may establish reasonable included allowances, quotas, technical limits, rate limits, storage limits, AI usage limits, email sending limits, fair-use controls, and abuse-prevention controls to keep the platform sustainable and available. Allowances apply to the Account as a whole, except where the Services state that an allowance is per user (for example, AI tokens). The allowances of each Edition are published in the Services and shown, with current usage, in the billing area.

SellioCRM may add, modify, remove, rename, suspend, discontinue, repackage, or replace features. A material reduction of the features included in Customer's Edition during a paid subscription term will be notified to Customer in advance.

If SellioCRM introduces optional paid services, premium services, enterprise services, managed services, custom features, or third-party offerings, those services will be separate from the Core CRM Functionality included in every Edition unless expressly stated otherwise.

8. Subscription Fees, Infrastructure Charges, Usage Metering, Billing, Taxes, and Payment

Customer shall pay all applicable Edition Subscription fees, Infrastructure Charges and any other amounts specified in an Order Form, billing portal, invoice, or other accepted commercial document.

Edition Subscription fees. Edition Subscriptions are infrastructure plans priced per user; they are not software license fees, and SellioCRM does not charge software license fees for the Services. They are billed annually in advance for a 12-month term, and are non-refundable except where required by applicable law. Adding users or moving to a higher Edition during the term is charged pro rata for the remainder of the term; Editions are not downgraded, and the number of users may be reduced when renewing. Edition Subscriptions do not renew automatically. SellioCRM sends renewal reminders to Account administrators 30, 7 and 1 day before the end of the term; if the subscription is not renewed by its end date, access is suspended until it is renewed, and Customer Data is retained as described in Section 7 and Section 26.1. Renewal is charged at the prices then published in the Services; a price change never applies during a paid term.

Support plans. Optional support plans (currently Priority Support, Success Support and Dedicated Success) are priced per organization per month, regardless of the number of users, and are billed in advance for the same term as the Edition Subscription: twelve months when purchased together with a subscription or renewal, or the months remaining in the current term when purchased mid-term. A support plan ends with the Edition Subscription it accompanies, may be upgraded mid-term by paying the difference for the remaining months, is not downgraded during the term, and is renewed together with the Edition Subscription unless Customer opts out at renewal. Support plan fees are non-refundable except where required by applicable law.

Infrastructure Charges may be based on actual usage, estimated usage, allocated usage, provider invoices, provider metering, internal metering, blended rates, minimum provider charges, or other reasonable allocation methods when resources are shared across customers.

Infrastructure Charges may include, without limitation:

• hosting and compute
• database usage, storage, reads, writes, backups, replicas, and connection pooling
• file storage, attachments, document storage, backup storage, and object storage operations
• traffic, bandwidth, data transfer, content delivery, and edge delivery
• email sending, email validation, bounce handling, domain authentication, and communication providers
• AI usage, model calls, tokens, embeddings, vector storage, transcription, enrichment, classification, summarization, and CRM assistant features
• monitoring, logging, security, abuse prevention, and operational tooling reasonably required to provide the Services

Infrastructure Charges are not software license fees. They are usage-based charges for Infrastructure Resources consumed beyond the allowance included in Customer's Edition, where Customer has enabled overage billing, in operating Customer's Account, workspaces, users, data, automations, imports, exports, integrations, API calls, email usage, AI usage, and related activities, at the rates and mechanics described in the Services. Where overage billing is not offered or has not been enabled by Customer, no Infrastructure Charges accrue: the allowance acts as a cap and the feature pauses when it is reached.

Free trial and when it ends. Every new Account begins with a free trial (currently 14 days) with no payment method required. No Edition Subscription fees or Infrastructure Charges are incurred during the trial. When the trial ends, an active Edition Subscription is required to continue using the Services; until then access is suspended and Customer Data is retained.

Credits. Any prepaid balance remaining from the retired pay-as-you-go model, and any credit earned under the Referral Program, is applied automatically as a discount on Customer's next Edition Subscription purchase, upgrade or renewal. Credits have no cash value, are not refundable, are not transferable, and are not paid out.

Unless otherwise stated: fees are due in advance or on the billing schedule disclosed to Customer; Customer authorizes SellioCRM and its payment processors to charge the applicable payment method; Customer is responsible for taxes, duties, levies, VAT, sales tax, use tax, withholding, payment processing charges, and similar charges, excluding taxes based on SellioCRM's net income; overdue amounts may result in suspension or termination; unpaid amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Provider prices, exchange rates, taxes, technical architecture, usage patterns, and allocation methods may change over time. SellioCRM may adjust Infrastructure Charges prospectively to reflect those changes. Estimates, previews, dashboards, or calculators are informational and not guarantees.

9. Payment Authorization, Cancellation, and Account Closure

By purchasing, upgrading or renewing an Edition Subscription, Customer authorizes SellioCRM and its payment processors to charge the applicable payment method for the amount shown before confirmation. SellioCRM does not charge automatic renewals: each renewal, upgrade or seat addition is a charge Customer initiates in the billing interface. The only recurring charges are Infrastructure Charges where Customer has expressly enabled overage billing, as disclosed in the billing interface.

Customer may close its Account, or let an Edition Subscription lapse at the end of its term, through the account interface, billing portal, or another method made available by SellioCRM. Account closure or lapse does not relieve Customer of responsibility for amounts incurred before closure, lapse, or suspension.

SellioCRM is not required to refund prepaid or incurred charges unless required by law or expressly agreed in writing.

10. Trials, Promotions, Beta Services, and Credits

SellioCRM may offer trials, credits, promotions, Beta Services, or experimental features at its discretion. Unless otherwise stated in writing:

• credits, trials, promotions, and Beta Services may be modified, limited, suspended, or terminated at any time;
• Beta Services may be unsupported, incomplete, inaccurate, or unavailable
• Customer is responsible for exporting Customer Content before expiration, termination, or account closure
• credits have no cash value and may expire

Included allowances are caps unless Customer has expressly enabled overage billing where SellioCRM offers it. Customer remains responsible for Infrastructure Charges it has authorized and for activity that violates the Acceptable Use Policy.

11. Customer Responsibilities

Customer is solely responsible for:

• determining whether the Services meet Customer's requirements;
• configuring and using the Services properly
• validating all CRM records, reports, dashboards, AI outputs, forecasts, recommendations, automations, exports, and communications
• ensuring the accuracy, legality, quality, and completeness of Customer Content
• obtaining all required rights, consents, approvals, lawful bases, and authorizations for Customer Content and communications
• managing contacts, leads, customers, prospects, suppression lists, opt-outs, unsubscribes, permissions, and communication preferences
• maintaining Customer's own records, business controls, privacy controls, backups, and retention obligations
• managing Authorized Users, roles, permissions, exports, sharing, and integrations
• complying with applicable laws, regulations, contractual obligations, and industry standards
• ensuring that regulated, sensitive, confidential, or restricted data is submitted only where permitted

SellioCRM is not responsible for Customer's failure to maintain accurate CRM data, comply with communication laws, validate outputs, manage access, honor opt-outs, or comply with applicable requirements.

12. CRM, Sales, Legal, Regulatory, and Business Disclaimer

The Services and all outputs are provided for informational, organizational, operational, analytical, and decision-support purposes only.

The Services do not constitute legal advice, regulatory advice, tax advice, accounting advice, employment advice, marketing compliance advice, privacy advice, financial advice, sales advice, business guarantees, audit opinions, certification, attestation, assurance, insurance, risk transfer, or professional advice unless separately agreed in writing.

Customer must consult qualified professionals before relying on the Services for legal, regulatory, tax, accounting, privacy, marketing, employment, financial, or material business decisions.

SellioCRM does not guarantee that Customer will generate leads, close deals, increase revenue, improve conversion, avoid churn, comply with law, or achieve any business outcome.

13. Email, Messaging, and Communications Compliance

Customer is solely responsible for all emails, messages, calls, SMS, campaigns, automations, sequences, templates, imports, outreach, and other communications sent, initiated, prepared, tracked, or managed through or with the assistance of the Services.

Customer must comply with all applicable communication, anti-spam, telemarketing, privacy, consumer protection, unfair competition, and marketing laws and rules. Customer is responsible for lawful basis, consent, opt-out, unsubscribe, suppression, sender identity, domain authentication, message content, contact list quality, and honoring communication preferences.

SellioCRM may throttle, suspend, block, filter, or disable communications, domains, senders, automations, AI Features, integrations, or Accounts that create abuse risk, provider risk, deliverability risk, legal risk, reputational risk, excessive bounce or complaint rates, or violations of these Terms.

14. Customer Content

As between Customer and SellioCRM, Customer retains ownership of Customer Content. Customer grants SellioCRM a worldwide, non-exclusive, royalty-free license to host, process, transmit, store, copy, display, analyze, transform, and use Customer Content solely as necessary to:

• provide, secure, maintain, and improve the Services;
• process Customer requests, automations, imports, exports, integrations, communications, AI Features, and support requests
• prevent fraud, abuse, spam, policy violations, and security incidents
• comply with law and enforce agreements

Customer represents and warrants that Customer has all rights, permissions, notices, consents, and lawful bases necessary for Customer Content and for SellioCRM to process Customer Content as contemplated by these Terms.

Customer must not submit content that is unlawful, infringing, deceptive, abusive, confidential without authorization, or otherwise prohibited by the Acceptable Use Policy.

15. Aggregated and De-Identified Data

SellioCRM may create, use, disclose, and retain aggregated, anonymized, statistical, or de-identified data derived from use of the Services, provided that such data does not identify Customer or any individual.

Aggregated and de-identified data may be used for analytics, benchmarking, product improvement, operational metrics, security, abuse prevention, infrastructure planning, pricing, and business purposes.

16. Confidentiality

Each party may receive non-public information from the other party that is marked confidential or should reasonably be understood as confidential. The receiving party will use confidential information only to perform under these Terms, protect it using reasonable care, and disclose it only to personnel, advisors, service providers, and subprocessors who need to know and are bound by confidentiality obligations.

Confidentiality obligations do not apply to information that is public through no fault of the receiving party, already known without restriction, independently developed, lawfully received from a third party, or required to be disclosed by law.

17. Security

SellioCRM uses commercially reasonable administrative, technical, and organizational safeguards designed to protect the confidentiality, integrity, and availability of the Services under its control.

Customer remains responsible for secure configuration, user management, passwords, authentication, endpoint security, integrations, exports, email account security, contact list hygiene, and Customer systems.

No system is perfectly secure. SellioCRM does not guarantee that the Services will be uninterrupted, error-free, breach-free, or immune from unauthorized access.

18. Privacy and Data Protection

Personal information is processed as described in the Privacy Policy, Cookie Policy, Data Processing Addendum, and applicable privacy documents.

Where SellioCRM processes Customer Personal Data on behalf of Customer, the Data Processing Addendum applies. Customer is responsible for providing notices, obtaining consents, selecting lawful bases, responding to data subject requests, and complying with privacy obligations applicable to Customer.

19. AI Features

AI Features may assist with summarization, drafting, classification, recommendation, enrichment, forecasting, task generation, pipeline analysis, lead or opportunity prioritization, and other CRM-related workflows.

AI outputs may be inaccurate, incomplete, inconsistent, outdated, biased, misleading, or unsuitable. Customer must review and validate AI outputs before using them or sending them to third parties.

AI Features are subject to the AI Features Terms and may involve third-party AI providers, usage limits, and Infrastructure Charges.

20. Acceptable Use

Customer must comply with the Acceptable Use Policy. Customer must not use the Services for unlawful, harmful, abusive, fraudulent, deceptive, infringing, spam-related, privacy-violating, security-abusive, or otherwise prohibited activity.

SellioCRM may investigate suspected violations and may suspend or restrict access as described in these Terms.

21. Intellectual Property

SellioCRM and its licensors own all rights, title, and interest in and to the Services, including software, source code, object code, APIs, user interfaces, workflows, schemas, database structures, automations, templates, dashboards, reports, visualizations, documentation, AI Features, models, prompts, methods, product names, trademarks, logos, designs, and related intellectual property rights.

Customer may not copy, modify, reverse engineer, decompile, disassemble, scrape, reproduce, frame, benchmark, or create derivative works from the Services except as expressly permitted.

Feedback may be used by SellioCRM without restriction, attribution, compensation, or obligation to Customer.

22. Third-Party Services

The Services may interoperate with third-party services, including email providers, calendars, payment processors, hosting providers, database providers, storage providers, AI providers, analytics providers, communications providers, identity providers, and integration platforms.

Third-Party Services are not controlled by SellioCRM. Customer is responsible for reviewing and complying with third-party terms, privacy policies, account settings, permissions, and charges.

SellioCRM is not responsible for Third-Party Services, including outages, data loss, changes, security incidents, charges, deliverability, API limits, or provider decisions.

23. APIs and Integrations

Customer may use APIs and integrations only as documented and authorized. SellioCRM may set limits on API calls, rate limits, webhooks, imports, exports, automations, and integration traffic.

Customer is responsible for API credentials, tokens, connected accounts, integration permissions, data transfers, and actions performed through integrations.

SellioCRM may suspend integrations that create security, performance, abuse, legal, provider, deliverability, or infrastructure risk.

24. Professional Services

Any implementation, migration, training, configuration, custom development, consulting, data cleanup, or other professional services are provided only if separately agreed in an Order Form or statement of work.

Unless expressly agreed, professional services do not include legal, regulatory, tax, accounting, marketing compliance, employment, or financial advice.

25. Suspension

SellioCRM may suspend, restrict, throttle, or disable all or part of the Services, Infrastructure Resources, AI Features, communications, integrations, exports, or Accounts if:

• Customer fails to pay applicable amounts;
• usage exceeds limits, allowances, credit thresholds, or reasonable fair-use levels
• Customer or an Authorized User violates these Terms or the Acceptable Use Policy
• use creates security, legal, operational, deliverability, provider, reputational, or infrastructure risk
• required by law, court order, regulator, provider, or platform rule
• necessary to protect the Services, other customers, third parties, or data

SellioCRM will use reasonable efforts to provide notice where practicable, but may act immediately when needed to prevent harm.

26. Termination

Either party may terminate these Terms or close the Account as permitted by the applicable Order Form or account controls. SellioCRM may terminate or close an Account for material breach, non-payment, prolonged inactivity, unlawful use, repeated abuse, or discontinuation of the Services.

Upon termination, Customer's access to the Services may end, Customer remains responsible for amounts incurred before termination, and provisions that by their nature should survive will survive.

26.1 Inactive Accounts

An Account is treated as inactive when no user of that Account signs in for ninety (90) consecutive days. SellioCRM sends notice to Account administrators at sixty (60), seventy-five (75) and eighty-five (85) days of inactivity. On the ninetieth (90th) day the Account is locked: users may still sign in, but only the billing and payment area remains available. Customer Content is preserved and nothing is deleted at this stage.

Before the ninetieth day, a single sign-in by any user ends the inactivity period and no further action is taken. After the Account is locked, signing in no longer ends the inactivity period; a locked Account is reopened only by becoming a paying customer under any available model, at which point access is restored in full and Customer Content remains intact.

If the Account remains inactive, SellioCRM sends further notice to Account administrators at one hundred sixty (160), one hundred seventy (170) and one hundred seventy-five (175) days of inactivity, stating that the Account and its Customer Content will be permanently deleted. At one hundred eighty (180) days of inactivity the Account and all associated Customer Content are permanently deleted and cannot be recovered. Customer may request an export of Customer Content at any time before that date, including while the Account is locked, by replying to any of those notices.

Accounts with an active Edition Subscription are not subject to this clause: they are neither locked nor deleted for inactivity. Notices are sent to the email addresses of Account administrators on record; keeping those addresses current is Customer's responsibility.

This clause applies prospectively. Inactivity is counted from the date this clause took effect, not from any earlier period of inactivity, so every Account receives the full sequence of notices before it is locked and before it is deleted.

27. Data Export, Retention, and Deletion

Customer should export Customer Content before account closure, termination, suspension, or deletion. SellioCRM may provide export functionality, subject to technical limits, payment status, security review, and applicable law.

After termination or account closure, SellioCRM may delete Customer Content according to its retention policies, backup cycles, legal obligations, and operational requirements. Deleted Customer Content may not be recoverable.

Customer Content of an inactive Account is deleted under the schedule set out in Section 26.1 (Inactive Accounts), after the notices described there. That deletion is permanent and the content cannot be recovered.

SellioCRM may retain certain information as necessary for billing, tax, accounting, security, fraud prevention, dispute resolution, legal compliance, audit logs, backup integrity, and enforcement.

28. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, BETA SERVICES, FREE USAGE ALLOWANCES, AI FEATURES, OUTPUTS, REPORTS, DASHBOARDS, INTEGRATIONS, AND INFRASTRUCTURE RESOURCES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

SELLIOCRM DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, ERROR-FREE OPERATION, UNINTERRUPTED OPERATION, DELIVERABILITY, BUSINESS RESULTS, DATA RECOVERY, AND THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS.

SellioCRM does not warrant that Customer will achieve any sales, revenue, marketing, operational, legal, regulatory, compliance, privacy, or business outcome.

29. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLIOCRM'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO SELLIOCRM FOR THE SERVICES IN THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100) IF CUSTOMER PAID NO AMOUNTS DURING THAT PERIOD.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLIOCRM WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES; LOST PROFITS; LOST REVENUE; LOST SALES; LOST OPPORTUNITIES; LOST GOODWILL; BUSINESS INTERRUPTION; LOSS OF DATA; COST OF SUBSTITUTE SERVICES; THIRD-PARTY CLAIMS; OR DAMAGES ARISING FROM CUSTOMER CONTENT, COMMUNICATIONS, AI OUTPUTS, THIRD-PARTY SERVICES, OR INFRASTRUCTURE PROVIDERS.

The limitations apply regardless of legal theory, even if a remedy fails of its essential purpose, and even if SellioCRM has been advised of the possibility of damages.

30. Indemnification by Customer

Customer will defend, indemnify, and hold harmless SellioCRM, its Affiliates, and their respective officers, directors, employees, contractors, agents, licensors, providers, and representatives from and against claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising from or relating to:

• Customer Content;
• Customer communications, campaigns, emails, messages, calls, outreach, automations, or marketing activities
• Customer use of the Services, AI Features, APIs, integrations, or Third-Party Services
• Customer violation of these Terms, the Acceptable Use Policy, law, regulation, contract, privacy rights, or third-party rights
• Customer's business decisions, sales practices, records, privacy notices, consents, opt-outs, or compliance obligations

31. SellioCRM Intellectual Property Indemnity

If a third party claims that the Services, as provided by SellioCRM and used in accordance with these Terms, infringe that third party's intellectual property rights, SellioCRM may, at its option, procure the right to continue use, modify the Services, replace the Services, or terminate the affected Services.

SellioCRM has no obligation for claims arising from Customer Content, Customer instructions, third-party services, open-source software, integrations, modifications not made by SellioCRM, use outside the Documentation, or combination with items not provided by SellioCRM.

32. Export Controls and Sanctions

Customer must comply with applicable export control, sanctions, anti-bribery, anti-corruption, and trade laws. Customer must not use the Services in embargoed jurisdictions, by or for sanctioned parties, or for prohibited end uses.

Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive sanctions, and is not a sanctioned party.

33. High-Risk Use

The Services are not designed for emergency communications, life-safety systems, medical treatment, critical infrastructure control, weapons systems, aviation, nuclear facilities, or other high-risk uses where failure could lead to death, personal injury, severe environmental damage, or catastrophic harm.

Customer must not use the Services for high-risk uses without SellioCRM's prior written agreement.

34. Changes to the Services and Terms

SellioCRM may change the Services and these Terms from time to time. Material changes to these Terms will be posted or communicated through reasonable means. Changes are effective as stated in the notice or, if no date is stated, when posted.

Continued use of the Services after changes become effective constitutes acceptance. If Customer does not agree to a change, Customer must stop using the Services and close the Account.

Changes to Infrastructure Charges may be made prospectively to reflect provider prices, usage patterns, architecture, exchange rates, taxes, provider terms, or operational costs. Edition prices and allowances may also change prospectively; a change never applies during a paid term and takes effect only at Customer's next purchase or renewal.

35. Electronic Communications and Acceptance

Customer consents to receive electronic communications from SellioCRM, including notices, invoices, security alerts, service messages, policy updates, and legal communications. Electronic communications satisfy any legal requirement that communications be in writing.

By creating an account with SellioCRM, the person who creates the account also consents to receive communications from SellioCRM about SellioCRM and the Services, including onboarding guidance, product updates, offers, and other marketing communications from SellioCRM. These communications come from SellioCRM about its own product and are separate from any messages Customer sends to its own contacts. You can opt out of SellioCRM marketing communications at any time by using the unsubscribe link in those messages or by contacting SellioCRM, and opting out does not affect transactional, billing, security, or service messages.

Clickwrap, online acceptance, continued access, account creation, payment, or use of the Services may constitute acceptance.

36. Governing Law

These Terms are governed by the laws of the State of Wyoming and applicable U.S. federal law, without regard to conflict of laws principles, unless a different governing law is expressly stated in a signed agreement.

37. Arbitration; Class Action Waiver

Any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration on an individual basis, except that either party may seek injunctive or equitable relief for misuse of intellectual property, confidentiality breaches, unauthorized access, or abuse of the Services.

Customer and SellioCRM waive the right to a jury trial and to participate in a class action, collective action, consolidated action, private attorney general action, or representative proceeding to the maximum extent permitted by law.

38. Notices

Notices to SellioCRM should be sent to legal@selliocrm.com and to the mailing address made available by SellioCRM in its account interface, website, Order Form, or other official communication.

Notices to Customer may be sent to the account email, administrator email, billing contact, in-product notification, or other contact information associated with Customer's Account.

39. General

These Terms are the entire agreement between the parties regarding the Services and supersede prior or contemporaneous agreements on the subject matter. Neither party is liable for delay or failure caused by events beyond reasonable control.

Customer may not assign these Terms without SellioCRM's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets. SellioCRM may assign these Terms in connection with a merger, acquisition, corporate reorganization, financing, sale of assets, or operation of the Services.

If any provision is unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver. Headings are for convenience only.

会社