This Concierge by Clientbook Service Agreement (this “Agreement”) is entered into by and between Clientbook, Inc., a Delaware corporation (“Clientbook” or “Provider”), and the retailer identified on the Campaign Summary page (“Retailer” or “Client”). Clientbook and Retailer may each be referred to as a “Party” and collectively as the “Parties.”
1. Service Description
1.1 Concierge Service
“Concierge by Clientbook” is a managed text messaging service where Clientbook sends SMS/MMS messages to Retailer's customers on Retailer's behalf. The primary goals of the service are to: (i) invite customers to events or promotions; (ii) respond to customer inquiries via text message; and (iii) schedule in-store appointments or collect RSVPs for the Retailer.
1.2 Clientbook Responsibilities
Clientbook will:
- Create and send personalized text message content to customers on the Retailer-provided contact list.
- Respond to customer replies and inquiries in a timely manner during business hours.
- Schedule appointments and collect RSVPs as directed by Retailer's campaign goals.
- Process and honor all opt-out requests immediately.
- Provide campaign reporting and results upon completion.
1.3 Retailer Responsibilities
Retailer will:
- Provide a compliant contact list of customers who have provided prior express written consent to receive promotional text messages.
- Provide event details, key talking points, and any specific messaging guidance.
- Respond promptly to Clientbook inquiries regarding campaign details or customer questions.
- Pay the Campaign Fee as specified in the Campaign Summary.
2. Retailer Representations and Warranties
Retailer represents, warrants, and covenants to Clientbook as follows:
2.1 Consent and Compliance
Retailer represents and warrants that ALL contacts provided to Clientbook for the Concierge service have provided prior express written consent to receive promotional and marketing text messages from Retailer, as required by the Telephone Consumer Protection Act (“TCPA”), state telemarketing laws, and all other applicable federal, state, and local laws and regulations.
2.2 List Accuracy
Retailer represents and warrants that the contact list provided is accurate, up-to-date, and does not include: (i) any phone numbers registered on state or federal Do-Not-Call lists (unless proper consent has been obtained); (ii) any phone numbers belonging to individuals who have previously opted out of receiving messages from Retailer; or (iii) any phone numbers for which Retailer does not have documented proof of consent.
2.3 Record Keeping
Retailer shall maintain records demonstrating prior express written consent for each contact on the list provided to Clientbook and shall make such records available to Clientbook within five (5) business days upon request.
2.4 Indemnification
Retailer shall indemnify, defend, and hold harmless Clientbook, 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: (i) Retailer's breach of any representation, warranty, or covenant in this Agreement; (ii) any claim that Clientbook sent text messages to individuals without proper consent as a result of Retailer's provision of a non-compliant contact list; or (iii) any violation of applicable laws or regulations resulting from Retailer's actions or omissions.
3. Terms of Service
3.1 License Grant
Subject to Retailer's compliance with this Agreement, Clientbook grants Retailer a limited, non-exclusive, non-transferable right to receive the Concierge service for the campaign(s) specified in this Agreement.
3.2 Service “As Is”
The Concierge service is provided “as is” and “as available” without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Clientbook does not warrant that the service will be uninterrupted, error-free, or that any specific results will be achieved.
3.3 Limitation of Liability
To the maximum extent permitted by law, Clientbook shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages arising out of or related to this Agreement or the Concierge service, including but not limited to loss of revenue, loss of profits, loss of business, or loss of data, even if Clientbook has been advised of the possibility of such damages.
3.4 Maximum Liability
Clientbook's total aggregate liability arising out of or related to this Agreement shall not exceed the total fees actually paid by Retailer to Clientbook under this Agreement during the twelve (12) months preceding the claim.
3.5 No Refunds
All fees paid under this Agreement are non-refundable, except as expressly provided herein or as required by applicable law.
3.6 Intellectual Property
Clientbook retains all right, title, and interest in and to the Concierge service, including all software, technology, methodologies, and intellectual property used in connection with the service. Retailer retains all right, title, and interest in its customer data and trademarks.
3.7 Dispute Resolution
Any controversy or claim arising out of or relating to this Agreement shall be resolved in a court of competent jurisdiction in Utah County, Utah, United States. Both Parties agree that each may bring claims only in individual capacity and not as a plaintiff or class member in any purported class or representative action.
3.8 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles.
4. Data and Privacy
4.1 Consumer Data Collected
In connection with the Concierge service, Clientbook will collect and process the following consumer data provided by Retailer: names, phone numbers, and any additional information included in the contact list. Clientbook will also collect conversation history and message responses during the campaign.
4.2 Use of Data
Consumer data will be used solely for the purpose of delivering the Concierge service, including sending messages, responding to inquiries, and scheduling appointments on Retailer's behalf. Clientbook will not sell, rent, or share consumer data with third parties for marketing purposes unrelated to the service.
4.3 Third-Party Service Providers
Clientbook uses third-party messaging service providers, including Bandwidth Inc., to facilitate SMS/MMS delivery. Consumer data may be shared with these providers solely to enable message delivery. Such providers are bound by confidentiality obligations and are prohibited from using the data for any other purpose.
4.4 Data Retention
Clientbook will retain consumer data and conversation history for a period of twelve (12) months following the completion of the campaign, after which such data will be securely deleted unless retention is required by law or requested by Retailer.
4.5 Opt-Out Handling
Clientbook will honor all opt-out requests (e.g., “STOP” messages) immediately and will provide Retailer with a list of all customers who opted out during the campaign. Retailer agrees to update its own records to reflect these opt-outs.
4.6 Security
Clientbook implements commercially reasonable administrative, technical, and physical safeguards to protect consumer data from unauthorized access, disclosure, alteration, and destruction.
4.7 Privacy Policy
Clientbook's full Privacy Policy is available at concierge.clientbook.com/privacy and is incorporated herein by reference.
5. Term and Termination
5.1 Term
For single-campaign engagements, this Agreement shall commence upon execution and shall continue until the campaign is completed.
5.2 Termination for Convenience
For subscription-based engagements, either Party may terminate the automatic renewal by providing written notice to the other Party at least thirty (30) days prior to the end of the then-current term.
5.3 Termination for Cause
Either Party may terminate this Agreement immediately upon written notice if the other Party: (i) materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice; (ii) becomes insolvent or files for bankruptcy; or (iii) ceases to conduct business in the normal course.
5.4 Effect of Termination
Upon termination, Clientbook will: (i) cease all messaging activities on Retailer's behalf; (ii) provide Retailer with a final campaign report; and (iii) upon request, return or delete Retailer's customer data in accordance with Section 4.4. Termination shall not affect any accrued rights or obligations of the Parties.
6. General Provisions
6.1 Entire Agreement
This Agreement, including the Campaign Summary and any attached exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications.
6.2 Amendment
This Agreement may only be amended in writing signed by both Parties.
6.3 Assignment
Retailer may not assign this Agreement without Clientbook's prior written consent. Clientbook may assign this Agreement to any affiliate or successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.
6.4 Notices
All notices under this Agreement shall be in writing and shall be deemed delivered when sent by email to the addresses specified in the Campaign Summary or such other addresses as the Parties may designate in writing.
6.5 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
6.6 Waiver
The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
6.7 Force Majeure
Neither Party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or governmental actions.
6.8 Contact Information
For questions about this Agreement or the Concierge service, please contact:
Clientbook, Inc.
3300 N Ashton Blvd Ste 175
Lehi, UT 84043
Email: privacy@clientbook.com
Phone: (385) 352-3518