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Terms of Service

Last updated: April 2026

1. Acceptance of Terms

By accessing, registering for, or using ThinkBright CRM (the "Service"), you ("Customer," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization. If you do not agree, you may not access or use the Service.

2. Description of Service

ThinkBright CRM is a multi-tenant, cloud-based customer relationship management platform with integrated voice-over-IP (VoIP) telephony and artificial intelligence features. The Service may include, without limitation: contact, lead, account, and opportunity management; click-to-call and inbound/outbound calling; call recording and transcription; AI-assisted features (including but not limited to call routing, sentiment analysis, auto-attendant, and analytics); email and calendar integrations; and reporting tools.

The Service is provided as a subscription. Features, functionality, and underlying technology may evolve over time at our sole discretion.

3. Account Registration and Security

To use the Service, you must register an account with accurate, current, and complete information. You are solely responsible for:

  • Maintaining the confidentiality of your account credentials and any sub-user credentials you create;
  • All activities, charges, and liabilities that occur under your account, whether or not authorized by you;
  • Promptly notifying us of any actual or suspected unauthorized access; and
  • Keeping your account information current.

We are not liable for any loss or damage arising from your failure to safeguard credentials.

4. Acceptable Use

You agree that you will not, and will not permit any user, employee, agent, or third party acting on your behalf, to:

  • Use the Service for any unlawful, fraudulent, harmful, infringing, or unauthorized purpose;
  • Violate any applicable law, regulation, or third-party right, including telecommunications, telemarketing, anti-spam, consumer protection, intellectual property, and privacy laws;
  • Transmit malware, viruses, worms, or any harmful code;
  • Attempt to probe, scan, breach, or circumvent any security or authentication measure;
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, algorithms, or underlying technology of the Service;
  • Interfere with, disrupt, overload, or impair the Service or its infrastructure, including via excessive API calls or denial-of-service activity;
  • Resell, sublicense, lease, or redistribute the Service without our prior written authorization;
  • Use the Service to build a competing product or to benchmark the Service for a competitor; or
  • Remove, obscure, or alter any proprietary notices.

4.1 Telecommunications Compliance (Customer Responsibility)

The Service includes voice calling, click-to-dial, automated dialing-adjacent functionality, SMS-adjacent integrations (where applicable), call recording, and call transcription. You are solely responsible for ensuring that your use of these features complies with all applicable laws, including without limitation:

  • The Telephone Consumer Protection Act (TCPA) and implementing FCC regulations;
  • Federal and state Do Not Call ("DNC") registries and internal DNC obligations;
  • The CAN-SPAM Act and analogous email/messaging laws;
  • All federal and state call recording, wiretap, and eavesdropping laws, including obtaining all legally required consents (which in certain U.S. states and many foreign jurisdictions requires the consent of all parties to a call); and
  • All applicable laws governing automated calling, prerecorded messages, telemarketing, and outbound communications in any jurisdiction in which you, your users, or the called/messaged party are located.

You are responsible for providing all required disclosures, recording announcements, opt-out mechanisms, and consent capture. We do not provide legal advice, do not monitor your call content for compliance, and make no representation that any feature of the Service, used in any particular manner, complies with applicable law in your circumstances. You agree to defend, indemnify, and hold us harmless for any claim arising from your use of the calling, recording, messaging, or transcription features, in addition to the general indemnity in Section 13.

4.2 Data You Submit About Third Parties

When you upload, import, or generate data about third parties (including leads, contacts, prospects, customers, and call participants), you represent and warrant that you have all necessary rights, lawful bases, consents, and notices required by applicable law (including GDPR, CCPA/CPRA, and similar laws) to provide that data to us and authorize our processing of it as described in these Terms and our Privacy Policy. You are the controller of such data; we act as a processor on your behalf.

5. Customer Data: Ownership, License, and Our Commitments

5.1 Ownership

You own and retain all rights to the data you submit to the Service ("Customer Data"). These Terms do not grant us any ownership rights to Customer Data.

5.2 License to Operate the Service

You grant us a worldwide, non-exclusive, royalty-free license to host, store, transmit, process, display, and make technical adaptations of Customer Data (such as indexing, formatting, and converting) as necessary to: (a) provide, maintain, secure, and improve the Service and related features; (b) prevent or address technical, security, or fraud issues; and (c) comply with law or enforce these Terms.

5.3 Aggregated and De-Identified Data

We may generate aggregated, anonymized, or de-identified data and statistics derived from Customer Data and use of the Service. Such data does not identify you, your users, or any individual, and we may use it for any lawful business purpose, including improving our products, services, and models, without restriction and without obligation to you. As between the parties, we own all rights in such aggregated, anonymized, or de-identified data.

5.4 Limits on Our Use of Customer Data

We make the following commitments regarding Customer Data:

  • We will not use, or permit anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise expressly permit;
  • We will not use the contact information of your leads, contacts, or other individuals in Customer Data for our own marketing purposes;
  • We will not sell Customer Data to any third party; and
  • We will use Customer Data only as described in these Terms and our Privacy Policy.

5.5 Confidentiality of Customer Data

Customer Data constitutes your Confidential Information under Section 10 and will be treated accordingly, regardless of whether it is marked or identified as confidential.

5.6 Security

We will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. No security program is impenetrable, and we do not warrant that Customer Data will not be subject to unauthorized access despite these safeguards.

6. Artificial Intelligence Features

The Service uses a combination of third-party large language models and our own proprietary models to deliver AI-assisted features. We do not disclose the specific identity of third-party model providers in this document; we may change providers at any time without notice. We take commercially reasonable steps, through contractual and technical measures, to ensure that Customer Data processed by AI components is handled consistently with these Terms and our Privacy Policy.

AI outputs are probabilistic and may be incorrect, incomplete, or inappropriate for a given purpose. You are responsible for reviewing AI outputs before relying on them, and you must not use AI outputs as the sole basis for any decision with legal, financial, medical, employment, or similarly significant consequences. We disclaim all liability arising from your reliance on AI outputs to the maximum extent permitted by law.

7. Third-Party Integrations

The Service may interoperate with third-party services (e.g., email, calendar, productivity, or storage providers). Your use of any third-party service is governed solely by the terms and privacy policies of that third party. We are not responsible for the availability, accuracy, security, or practices of any third-party service, and we disclaim all liability arising from your use of them.

8. Subscriptions, Fees, and Payment

Access to the Service requires a paid subscription unless we expressly designate a feature as free. By subscribing, you agree to pay all fees specified at the time of purchase or renewal. Unless otherwise stated:

  • All fees are quoted exclusive of taxes, which are your responsibility;
  • All fees are non-refundable, including for partial subscription periods, unused capacity, downgrades, or termination by you for convenience or by us under Section 14.1, except (i) where a refund is required by applicable law or (ii) as expressly provided in Section 14.4;
  • Subscriptions automatically renew for successive terms equal to the initial term unless cancelled before the renewal date through the means we designate;
  • We may change pricing or fee structures at renewal upon at least thirty (30) days' prior notice through the Service or by email; price changes take effect at the start of your next renewal term;
  • Failure to pay any amount when due may result in suspension or termination of your access without further notice, and you remain liable for all amounts owed plus any reasonable collection costs and interest at the lesser of 1.5% per month or the maximum rate permitted by law.

9. Intellectual Property

The Service, including all software, models, designs, interfaces, documentation, trademarks, and content (other than Customer Data), is and remains the exclusive property of ThinkBright and its licensors, and is protected by intellectual property and other laws. These Terms grant you only a limited, non-exclusive, non-transferable, revocable right to access and use the Service in accordance with these Terms. No other rights are granted, expressly or by implication.

If you provide feedback, suggestions, or ideas regarding the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and exploit such Feedback for any purpose without restriction or compensation.

10. Confidentiality

Each party agrees to protect the other's non-public business, technical, and financial information disclosed in connection with the Service ("Confidential Information") with the same degree of care it uses for its own confidential information (and no less than a reasonable degree of care). The Service itself, including its features, performance, and pricing, constitutes our Confidential Information. Customer Data constitutes your Confidential Information as set forth in Section 5.5.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT CALLS, RECORDINGS, OR DATA WILL NOT BE LOST, DELAYED, MISROUTED, OR INACCESSIBLE; THAT AI OUTPUTS WILL BE ACCURATE OR RELIABLE; OR THAT THE SERVICE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

12. Limitation of Liability

To the maximum extent permitted by law:

(A) IN NO EVENT WILL THINKBRIGHT, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) FREE SERVICES. IF YOU USE ONLY THE FREE SERVICES (NO PAID SUBSCRIPTION), OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

(C) PAID SUBSCRIPTIONS. IF YOU HAVE A PAID SUBSCRIPTION, OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(D) CARVE-OUTS. THE LIMITATIONS IN THIS SECTION 12 DO NOT APPLY TO: (I) YOUR OBLIGATION TO PAY FEES DUE; (II) YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 13; (III) OUR IP INDEMNIFICATION OBLIGATIONS UNDER SECTION 13.2; OR (IV) LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

(E) THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. Indemnification

13.1 By Customer

You agree to defend, indemnify, and hold harmless ThinkBright and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) Customer Data; (c) your violation of these Terms; (d) your violation of any law or third-party right, including any claim under the TCPA, call recording laws, anti-spam laws, or data protection laws; (e) your use of the calling, recording, AI, or messaging features; or (f) any dispute between you and any third party.

13.2 By ThinkBright (IP Indemnification)

We will defend you against any third-party claim alleging that the Service, as provided by us and used by you in accordance with these Terms, directly infringes a valid United States patent, registered copyright, or registered trademark of that third party (a "Claim Against You"). We will indemnify you for damages and reasonable attorneys' fees finally awarded by a court of competent jurisdiction or agreed in a settlement approved by us, in connection with a Claim Against You.

If a Claim Against You arises or, in our reasonable judgment, is likely to arise, we may, at our sole option and expense: (a) modify the Service so that it is no longer alleged to infringe; (b) obtain a license for your continued use of the Service; or (c) terminate your subscription and refund any prepaid, unused fees covering the period after termination.

Exclusions. We have no obligation under this Section 13.2 to the extent a claim arises from: (i) Customer Data or any data, software, or materials you provide; (ii) your use of the Service in violation of these Terms or applicable law; (iii) modification of the Service by anyone other than us, or modifications made by us based on your specifications; (iv) combination of the Service with any product, service, hardware, software, or data not provided by us, where the claim would not have arisen but for such combination; or (v) any free or beta features.

Process. Our obligations under this Section 13.2 are conditioned on you: (a) promptly notifying us in writing of the Claim Against You; (b) giving us sole control of the defense and settlement; and (c) providing reasonable cooperation at our expense.

13.3 Sole Remedy

The remedies in this Section 13 are each party's sole and exclusive remedy, and the indemnifying party's sole liability, with respect to the third-party claims described herein.

14. Suspension, Termination, and Data Export

14.1 Termination by Us

We may terminate or suspend your access to the Service:

  • For cause, immediately and without notice, if you: (i) breach Section 4 (Acceptable Use), Section 4.1 (Telecommunications Compliance), or any payment obligation under Section 8; (ii) engage in fraudulent, abusive, or unlawful activity; (iii) pose a security or operational risk to the Service or other users; or (iv) become insolvent, file for bankruptcy, or make an assignment for the benefit of creditors.
  • For other material breach of these Terms not covered above, on thirty (30) days' written notice, provided you have not cured the breach within that period.
  • For convenience or any other reason in our sole discretion, on thirty (30) days' written notice.

14.2 Termination by You

You may terminate your subscription as provided in your subscription terms. Termination for convenience by you does not entitle you to any refund of prepaid fees.

14.3 Data Export

The Service provides in-platform data export functionality that allows you to export your Customer Data at any time while your account is in good standing. You are solely responsible for using these tools to export any Customer Data you wish to retain prior to termination, expiration, or suspension of your account. We strongly recommend exporting your data on a regular basis as part of your own backup practices.

If a particular export feature is not yet available within the Service at the time you request export, and provided your account is in good standing (including being current on all fees), we will provide a one-time export of your Customer Data within thirty (30) days of your written request to development@thinkbright.net. The export will be provided in a structured, machine-readable format of our choosing (such as CSV, JSON, or another format we determine to be appropriate). We are not obligated to provide exports in any specific format, schema, or layout, and we may charge a reasonable fee for exports that require significant manual effort.

We have no obligation to retain Customer Data after termination, suspension, or expiration of your account, and we may delete it at any time thereafter without further notice. Export rights under this Section do not apply to accounts terminated for the reasons listed in Section 14.1 (For cause), and are subject to our right to withhold data to the extent necessary to comply with law, enforce these Terms, or protect our rights.

14.4 Refunds on Termination by Us for Convenience

If we terminate your subscription for convenience under Section 14.1 (and not for cause or material breach), we will refund a pro-rata portion of any fees you have prepaid for the period after the effective date of termination. This is your sole and exclusive remedy in connection with such termination.

14.5 Effect of Termination

Upon termination, your right to access and use the Service ceases immediately. Sections 4, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17 survive termination.

15. Modifications to the Service and Terms

We may modify, suspend, or discontinue the Service or any feature at any time, with or without notice. We may revise these Terms at any time by posting an updated version through the Service or by email. We will use commercially reasonable efforts to notify you of material changes via in-app notification or email at least fifteen (15) days before they take effect; non-material changes are effective upon posting. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms. If you do not agree to a change, your sole and exclusive remedy is to stop using the Service.

16. Governing Law; Dispute Resolution

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Binding Arbitration; Class Action Waiver. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved exclusively by binding individual arbitration administered by JAMS under its then-current commercial rules. You waive any right to participate in a class, collective, or representative action. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction for misuse of intellectual property or breach of confidentiality. To the extent arbitration is unavailable, exclusive jurisdiction and venue lies in the state and federal courts located in California, and you consent to personal jurisdiction there.

17. Miscellaneous

Entire Agreement. These Terms, together with the Privacy Policy and any order form or written agreement we sign with you, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements regarding the subject matter.

Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable.

No Waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms freely, including in connection with any merger, acquisition, financing, or sale of assets. Any prohibited assignment is void.

Force Majeure. We are not liable for any failure or delay in performance due to causes beyond our reasonable control, including acts of God, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, third-party service failures, pandemics, or natural disasters.

Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

No Third-Party Beneficiaries. These Terms confer no rights on any third party.