Client Terms and Conditions

1Services

CitComm provides managed text messaging, SMS/MMS marketing, campaign strategy, copywriting, campaign coordination, audience and list-growth guidance, consent-pathway guidance, performance review, and related communication services.

CitComm is a managed communications provider. CitComm is not a self-service bulk messaging platform.

The specific services provided to Client, including campaign frequency, messaging volume, number of contacts, special projects, integrations, list-growth activities, and other deliverables, will be established in the applicable proposal, service agreement, order form, or other written agreement.

Website descriptions and package summaries are intended to describe typical services. Final scope is determined during consultation and onboarding.

2Service Packages

CitComm currently offers managed service packages that may include Launch, Growth, Partner, or customized service arrangements.

Unless otherwise stated in Client's service agreement, current published package pricing is:

Launch: $249 per month, plus a $350 one-time setup fee.

Growth: $449 per month, plus a $650 one-time setup fee.

Partner: $749 per month, plus a $950 one-time setup fee.

Pricing, messaging volume, campaign frequency, and included services may be modified by written agreement between CitComm and Client.

CitComm may change publicly advertised pricing for new customers at any time. Changes to an existing Client's recurring pricing will be communicated before taking effect.

3Setup and Onboarding

The setup fee covers services that may include onboarding, strategy development, messaging-program configuration, campaign planning, registration assistance, consent-pathway planning, initial copy development, account preparation, and other work necessary to establish Client's managed messaging program.

Unless otherwise expressly agreed in writing, setup fees become nonrefundable once onboarding work has begun.

Client agrees to provide accurate and timely information reasonably requested by CitComm to establish and operate Client's account.

Delays caused by Client's failure to provide information, approvals, credentials, content, registrations, payment, or other required materials do not relieve Client of payment obligations.

4Billing and Payment

Recurring service fees are billed monthly in advance unless the applicable service agreement provides otherwise.

Client authorizes CitComm and its payment processor to charge the payment method provided by Client for all recurring fees, setup fees, approved additional services, applicable taxes, and other amounts due under the agreement.

Unless otherwise specified in writing, invoices are due upon receipt.

Past-due accounts may be suspended until payment is received.

CitComm may charge reasonable collection costs and any late fees permitted by applicable law.

Client must notify CitComm promptly of any disputed charge. Filing a chargeback does not cancel Client's contractual payment obligations for services properly provided.

5Term and Cancellation

Unless a different term is stated in the applicable service agreement, recurring CitComm services operate on a month-to-month basis.

Either party may cancel recurring services by providing at least thirty (30) days' written notice.

Cancellation does not entitle Client to a refund of setup fees, previously earned fees, charges already incurred, third-party fees, or services performed before the effective cancellation date.

If Client cancels after a new billing period has begun, fees for that billing period are nonrefundable unless CitComm agrees otherwise in writing.

CitComm may immediately suspend or terminate services for nonpayment, unlawful activity, suspected unlawful messaging, material breach of these Terms, abuse of messaging networks, fraud, carrier violations, or conduct that creates material legal, technical, reputational, or compliance risk.

6Client Approval of Campaigns

CitComm will follow the campaign approval process established during onboarding.

Unless Client has expressly authorized a different workflow in writing, CitComm will not intentionally launch a new marketing campaign without Client approval.

Client is responsible for reviewing proposed message content, offers, claims, dates, prices, promotions, URLs, telephone numbers, disclosures, and other information before approval.

Client's approval constitutes confirmation that Client has reviewed and authorized the campaign and believes the content to be accurate and lawful.

CitComm may refuse to send approved content if CitComm reasonably believes the campaign may violate applicable law, carrier rules, platform requirements, these Terms, or CitComm policies.

7Permission-Based Messaging

CitComm is built around permission-based communication.

Client may provide CitComm only with telephone numbers and other personal information that Client has a lawful right to possess, process, and use for the intended communication.

Client represents and warrants that every messaging list provided to CitComm has been collected and maintained in compliance with applicable law and that Client possesses any consent legally required to send the intended messages.

The purchase, rental, scraping, harvesting, or use of telephone-number lists does not by itself establish lawful consent.

Client may not instruct CitComm to send messages to persons for whom Client cannot establish the legally required consent.

8Client Responsibility for Consent and Compliance

Client remains responsible for its business's consent records, messaging-program terms, privacy policy, disclosures, marketing practices, and legal compliance.

Depending on the type of communication, applicable requirements may include the Telephone Consumer Protection Act, Federal Communications Commission rules and orders, Federal Trade Commission requirements, state telemarketing and privacy laws, consumer-protection laws, CTIA messaging principles and best practices, mobile carrier requirements, The Campaign Registry requirements, A2P 10DLC requirements, and other applicable laws, regulations, standards, and industry rules.

Client is solely responsible for determining whether it has sufficient consent to contact a particular recipient for a particular purpose.

CitComm may provide operational guidance and assist Client in establishing permission-based practices, but CitComm does not act as Client's attorney and does not provide legal advice.

Client should obtain qualified legal advice regarding its particular messaging program when appropriate.

9Consent Records

Client is responsible for maintaining adequate records showing how and when recipients gave consent to receive applicable communications.

Such records should include information reasonably necessary to demonstrate consent, which may include:

• the telephone number;
• the date and time consent was obtained;
• the method by which consent was obtained;
• the language presented when consent was obtained;
• the source of the opt-in;
• any applicable terms or disclosures; and
• records of subsequent opt-outs or revocations.

Client agrees to provide relevant consent records promptly if needed to investigate a complaint, carrier inquiry, governmental inquiry, or compliance issue.

10Opt-Outs and Revocation of Consent

Recipients must be provided with legally required methods to stop receiving messages.

Client agrees that requests to opt out, unsubscribe, revoke consent, or otherwise stop communications must be honored promptly as required by law and applicable messaging rules.

Client may not knowingly re-add or continue messaging a recipient who has validly opted out unless the recipient subsequently provides legally sufficient new consent.

CitComm may maintain suppression or opt-out records to prevent prohibited future messaging.

Client may not direct CitComm to override such suppression mechanisms improperly.

11Message Content

Client is responsible for all products, services, promotions, factual claims, offers, representations, warranties, disclosures, and other substantive information promoted through Client's campaigns.

Client represents that content supplied to CitComm, or approved by Client, does not infringe the rights of any third party and is not fraudulent, deceptive, defamatory, unlawful, or materially misleading.

CitComm may edit proposed messaging for clarity, length, tone, formatting, deliverability, branding, or campaign performance. Material changes remain subject to the agreed approval workflow.

12Prohibited Use

Client may not use CitComm services to promote, facilitate, or conduct unlawful activity.

CitComm may refuse, suspend, or terminate messaging involving content prohibited by law, telecommunications carriers, messaging providers, or applicable platform rules.

Prohibited or restricted uses may include, where applicable:

• fraud, phishing, impersonation, or deceptive practices;
• unlawful telemarketing;
• messages sent without legally required consent;
• harassment or threats;
• illegal products or services;
• content that violates carrier or messaging-network requirements;
• malware or malicious links;
• deceptive financial schemes;
• unlawful discrimination;
• intellectual-property infringement; or
• attempts to circumvent opt-out, registration, carrier, or compliance requirements.

Certain industries and message categories may require additional approvals, disclosures, registration, age restrictions, or other controls.

CitComm may decline a campaign even if similar content has previously been transmitted.

13Political, Advocacy, and Public-Affairs Communications

Political, advocacy, public-affairs, nonprofit, and issue-based messaging may be subject to additional federal, state, or local requirements.

A Client using CitComm for such communications is responsible for campaign-finance rules, sponsorship and disclaimer requirements, consent requirements, registration requirements, reporting requirements, and all other laws applicable to the Client or campaign.

CitComm's transmission of a message does not constitute CitComm's endorsement of the message, candidate, organization, cause, issue, or viewpoint.

CitComm may require additional documentation or contractual terms before accepting certain political or advocacy campaigns.

14Telephone Numbers, Carriers, and Third-Party Providers

CitComm services may rely on third-party telecommunications providers, mobile carriers, messaging platforms, registration providers, payment processors, software vendors, hosting providers, and other service providers.

Telephone numbers, messaging registrations, sender IDs, short codes, toll-free numbers, A2P registrations, or similar resources may be subject to third-party rules and availability.

CitComm does not control mobile carriers or guarantee that any telephone number, brand registration, campaign registration, sender identity, message, URL, or campaign will be approved or remain approved.

Client agrees to provide accurate information needed for registrations and verification.

False, incomplete, or misleading registration information may result in suspension or termination.

15Message Delivery

Text message delivery is affected by carriers, recipient devices, network conditions, filtering systems, registration status, sender reputation, recipient behavior, third-party systems, and other factors outside CitComm's control.

CitComm does not guarantee that every message will be transmitted, delivered, opened, read, clicked, or acted upon.

Messages may be delayed, blocked, filtered, or rejected by carriers or other service providers.

CitComm is not responsible for failures caused by telecommunications carriers, internet providers, third-party platforms, service outages, carrier filtering, recipient devices, inaccurate telephone numbers, or other circumstances outside CitComm's reasonable control.

16No Guarantee of Marketing Results

CitComm provides professional messaging strategy and campaign-management services but does not guarantee any particular business outcome.

CitComm does not guarantee increases in sales, customers, revenue, attendance, website traffic, response rates, conversions, fundraising, votes, supporters, appointments, or other results.

Examples, testimonials, case studies, performance statistics, or past results do not guarantee future performance.

17Client Lists and Data Ownership

As between CitComm and Client, Client retains ownership of Client's lawfully obtained customer lists, telephone numbers, customer records, trademarks, logos, proprietary business information, and original materials supplied by Client.

Client grants CitComm a limited license to use such materials as reasonably necessary to provide the contracted services.

Client represents that it has the legal right to provide such information to CitComm and authorize its use.

CitComm does not acquire ownership of Client's customer list merely by providing services.

18CitComm Intellectual Property

CitComm retains ownership of its preexisting intellectual property, systems, processes, methods, templates, internal tools, campaign structures, know-how, software, documentation, and other proprietary materials.

Unless otherwise agreed in writing, Client may use final campaign copy created specifically for Client for Client's own business purposes after all amounts due have been paid.

Client may not resell, sublicense, reproduce for competing commercial use, or provide CitComm's proprietary systems, templates, internal documents, or methods to another marketing provider without written permission.

19Confidentiality

Each party may receive nonpublic information belonging to the other.

Each party agrees to use reasonable care to protect confidential information and to use it only as necessary to perform or receive services under the agreement.

Confidential information does not include information that is publicly available through no breach of this agreement, independently developed without use of confidential information, lawfully received from another source, or required to be disclosed by law.

20Data Security

CitComm will use commercially reasonable measures appropriate to its operations to safeguard information entrusted to it.

No electronic system is completely secure. CitComm therefore does not warrant that unauthorized access, cybersecurity incidents, carrier breaches, internet failures, or other security events can never occur.

Client is responsible for maintaining appropriate security for its own systems, credentials, devices, accounts, and copies of Client data.

21Client Credentials

When Client gives CitComm access to an account, platform, website, CRM, messaging system, domain, social account, or other third-party service, Client authorizes CitComm to access and use that system to the extent reasonably necessary to perform the contracted services.

Client remains responsible for maintaining ownership and administrative control of its business accounts whenever practical.

22Client Warranties

Client represents and warrants that:

• Client has authority to enter into the agreement.
• Information provided to CitComm is accurate and complete.
• Client has a lawful basis for the personal data and telephone numbers provided to CitComm.
• Client has obtained all consent required for the communications Client requests.
• Client's products, services, promotions, and offers comply with applicable law.
• Client's content does not knowingly infringe third-party rights.
• Client will honor opt-out and revocation requests.
• Client will not use CitComm to engage in unlawful, fraudulent, deceptive, or abusive conduct.

23Indemnification

To the fullest extent permitted by law, Client agrees to defend, indemnify, and hold harmless Citizens Communications LLC, its owners, officers, employees, contractors, agents, affiliates, and service providers from claims, demands, investigations, fines, penalties, liabilities, damages, judgments, settlements, costs, and reasonable attorneys' fees arising from or related to:

• Client's breach of these Terms;
• Client's products, services, promotions, claims, or business practices;
• telephone numbers or personal information supplied by Client;
• Client's failure to obtain or document legally required consent;
• Client's violation of opt-out or consent-revocation requirements;
• content supplied or approved by Client;
• allegations that Client's content infringes third-party rights; or
• Client's violation of applicable law, regulation, carrier rule, or messaging requirement.

This section does not require Client to indemnify CitComm for liability finally determined to have resulted solely from CitComm's willful misconduct or other conduct for which indemnification cannot lawfully be required.

24Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CITCOMM WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING FROM OR RELATING TO THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CITCOMM'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICES OR AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT TO CITCOMM FOR RECURRING SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in these Terms limits liability that cannot legally be limited.

25Disclaimer of Warranties

Except as expressly stated in a written service agreement, CitComm services are provided on an "as available" basis.

To the fullest extent permitted by law, CitComm disclaims implied warranties of merchantability, fitness for a particular purpose, uninterrupted operation, and any guarantee of marketing or business results.

26Service Interruption and Force Majeure

CitComm is not liable for delay or failure caused by circumstances beyond its reasonable control, including carrier outages, internet failures, software failures, third-party service interruptions, natural disasters, severe weather, government actions, labor disruptions, cybersecurity events, power failures, acts of war or terrorism, or other force majeure events.

27Changes Required by Law or Carrier Policy

Messaging laws and telecommunications rules change frequently.

CitComm may modify campaigns, processes, registrations, consent requirements, technical configurations, message content, or service procedures when reasonably necessary to respond to changes in law, regulatory guidance, carrier rules, industry standards, or third-party platform requirements.

If a change makes a requested campaign unlawful or commercially impracticable, CitComm may suspend or discontinue that portion of the service.

28Relationship of the Parties

CitComm is an independent contractor.

Nothing in these Terms creates an employment relationship, partnership, joint venture, franchise, fiduciary relationship, or agency relationship between CitComm and Client.

Neither party has authority to bind the other except as expressly agreed in writing.

29Governing Law

These Terms and any dispute arising from them are governed by the laws of the Commonwealth of Kentucky, without regard to conflict-of-law principles.

Unless prohibited by applicable law, any legal action arising from these Terms or CitComm's services shall be brought in a court of competent jurisdiction located in Daviess County, Kentucky, and each party consents to jurisdiction and venue in those courts.

30Dispute Resolution

Before filing a lawsuit, the parties agree to make a good-faith effort to resolve any dispute through direct communication.

A party asserting a claim should provide written notice describing the dispute and requested resolution and allow the other party a reasonable opportunity to respond.

Nothing in this section prevents either party from seeking emergency injunctive relief when reasonably necessary.

31Notices

Notices to CitComm may be sent to:

CitComm may provide notices to Client at the email address, mailing address, telephone number, or account contact information provided by Client.

Client is responsible for keeping its contact information current.

32Changes to These Terms

CitComm may update these Terms from time to time to reflect changes in services, law, carrier requirements, technology, or business practices.

The current version will be identified by its effective date.

Material changes affecting existing recurring services will be communicated to Clients when reasonably appropriate.

Continued use of services after an applicable change becomes effective constitutes acceptance of the revised Terms, subject to applicable law.

33Conflict with Service Agreement

If Client has signed a separate service agreement, statement of work, or order form and a provision of that document directly conflicts with these Terms, the more specific written provision controls with respect to that conflict.

All other provisions of these Terms remain in effect.

34Severability

If any provision of these Terms is found unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be interpreted or modified only to the extent necessary to make it enforceable where permitted by law.

35Waiver

Failure by either party to enforce a provision of these Terms does not waive that provision or any other right.

36Assignment

Client may not assign its agreement with CitComm without CitComm's prior written consent.

CitComm may assign the agreement in connection with a merger, acquisition, sale of substantially all assets, restructuring, or transfer of the relevant business operations.

37Entire Agreement

These Terms, together with the applicable service agreement, order form, proposal, statement of work, campaign authorization, and any incorporated policies, constitute the entire agreement between CitComm and Client regarding the services and supersede prior discussions or representations concerning the same subject matter.

38Electronic Acceptance

Electronic signatures, online acceptance, payment of an invoice, execution of an order form, or other electronic indication of agreement may constitute acceptance of these Terms to the extent permitted by law.

By engaging CitComm to provide services, Client acknowledges that Client has read, understands, and agrees to these Client Terms and Conditions.