Terms of Service

These Terms of Service (“Terms”) govern your use of the Cerkl Broadcast platform (“Service”), including all features, services, and Plans we offer. By creating an account or using the Service, you agree to these Terms. If you are agreeing on behalf of a company or organization, you represent that you have authority to bind them to these Terms.

Definitions

For purposes of these Terms:

• “Audience Size” means the total number of Subscribers across all Instances.
• “Customer Data” means all electronic data or information submitted by Customer to the Broadcast platform.
• “Instance” means a uniquely configured version of the Broadcast platform defined by settings, Users, and/or Subscribers.
• “Licensed Software” means the Cerkl Broadcast platform, including all related software programs, technology, documentation, user interfaces, and any updates, modifications, or derivative works thereof, provided by Cerkl to Customer under these Terms. Licensed Software does not include Customer Data or third-party integrations.
• “Subscriber” means any Customer-defined recipient of Broadcast personalized content via email, website(s), and/or mobile apps. For clarity, every unique record stored for the Customer in the Broadcast database is counted as a Subscriber.
• “User” means an individual who is authorized by Customer to use the Broadcast platform in accordance with these Terms. A User’s right to use the Service cannot be shared or split between individuals (except where reassigned in its entirety to another authorized User).

Plans and Eligibility

Cerkl offers three Plans with different features and commitments:

• Foundations (Free) - For organizations building a strong internal communications base.
• Foundations+ - For organizations that primarily use email but need more scale.
• Omni AI - For organizations that have multiple employee communication channels and are looking for personalization delivered across their existing channels.

You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Service.

Accounts and Users

Each account must designate at least one administrator User responsible for managing billing, Users, and permissions.

• User Limits:
  
  
  • Foundations: Up to 3 Users included. Additional Users may be added at $75/month each.
    
  • Foundations+ and Omni AI: Unlimited Users.
    

Administrators control User access. Cerkl is not responsible for disputes among Customer personnel regarding User access or permissions.

Instances

• Foundations: 1 Instance.
  
• Foundations+: 3 Instances included; additional Instances may be added for an additional 5% fee each.
• Omni AI: 6 Instances, as specified in the applicable Order Form. Additional Instances may be added for an additional 5% fee each.

Features and Usage

• Email Builder:
  
  
  • Foundations: 5,000 monthly email sends; $0.09 per additional email (billed monthly in arrears).
    
  • Foundations+ & Omni AI: Unlimited sends, subject to Fair Use (no bulk unsolicited messaging, spam, or unreasonable system strain).
    
• Calendar Invites: Included in Foundations+ and Omni AI.
  
• Email Analytics: Included in all Plans.
  

• Audience Manager: Included in all Plans.‍
• Omni-channel Integrations: Available only in Omni AI (Slack, Teams, SharePoint, Mobile App, News Digests).

Acceptable Use

Customer agrees not to:

• Use the Service for sending spam, unsolicited messages, or unlawful content.
  
• Interfere with the integrity, security, or performance of the Service.
  
• Attempt to gain unauthorized access to other customers’ data.
• Reverse engineer, decompile, or copy the Service except as permitted by law.

Third-Party Integrations

Customer may choose to enable integrations between the Service and third-party products or services. The availability and functionality of such integrations may depend on third-party platforms, APIs, or services that are outside Cerkl's control. Cerkl does not guarantee the continued availability of any third-party integration and will not be responsible for changes, interruptions, or discontinuation caused by a third party.

Customer authorizes Cerkl to exchange Customer Data with third-party services to the extent necessary to provide integrations enabled by Customer. Customer's use of third-party services is subject to the terms and privacy practices applicable to those services.

Cerkl's use of third-party service providers that process Personal Data on Cerkl's behalf is governed separately by the Data Processing Addendum.

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Security

Cerkl maintains administrative, technical, and organizational safeguards designed to protect the confidentiality, integrity, and availability of Customer Data. Cerkl's current security practices are described on its Security & Compliance page.

Cerkl maintains an information security program that includes access controls, authentication requirements, security monitoring, vulnerability management, incident response procedures, and measures designed to protect Customer Data in transit and at rest.

Cerkl's obligations regarding the processing and protection of Personal Data, including Personal Data Breach notification, subprocessors, international data transfers, and deletion of Personal Data, are governed by the Data Processing Addendum.

Customer acknowledges that no information system can be guaranteed to be completely secure and is responsible for configuring and using the Service in accordance with Customer's own security and compliance requirements.

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Customer Data & Privacy

Customer retains all right, title, and interest in and to Customer Data.

Customer grants Cerkl a limited, non-exclusive right to host, process, transmit, reproduce, and otherwise use Customer Data solely as necessary to provide, secure, support, and improve the Service in accordance with these Terms and the Data Processing Addendum.

All Plans are subject to Cerkl's Data Processing Addendum ("DPA"), which is incorporated into these Terms by reference. Cerkl processes Personal Data in accordance with the DPA and its Privacy Policy.

Customer is responsible for the lawfulness, accuracy, and quality of Customer Data and for ensuring that Customer has all rights, notices, consents, and other lawful bases necessary for Cerkl to process Customer Data as contemplated by these Terms.

During an active subscription, Customer may export Customer Data using functionality made available through the Service. Following termination, Customer Data will be retained and deleted in accordance with the DPA and Cerkl's applicable data retention practices.

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Intellectual Property & Feedback

• Cerkl owns all rights, title, and interest in the Service, including software, documentation, and improvements.
  
• Customer retains ownership of Customer Data but grants Cerkl a worldwide, royalty-free license to host, transmit, and process it solely to provide the Service.
  
• Any feedback or suggestions provided by Customer may be freely used by Cerkl without restriction.
  

Confidentiality

Each party agrees to protect the other’s confidential, non-public information with the same care it uses for its own (and at least reasonable care). Confidentiality obligations do not apply to information that is public, independently developed, or lawfully received without restriction.

Support

• Foundations: Standard support.
  
• Foundations+: Priority support.
  
• Omni AI: Enterprise-grade support, governed by a separate Support Policy and (if applicable) SLA in your MSA.
  

Billing and Payment

• Overages and Add-Ons:
  
  • All overages (including email sends beyond Plan limits, additional Users, and Assistants) are billed monthly in arrears.
    
• Plan Billing:
  
  • Foundations: Free, except for overages and add-ons.
    
  • Foundations+: Monthly subscription, billed in advance; overages and add-ons billed monthly in arrears.
    
  • Omni AI: Pricing and billing governed by your Order Form and MSA; overages and add-ons billed monthly in arrears.
    
• Fees are non-refundable except as required by law.
  
• Failure to pay may result in suspension or termination of Service access.
  

Suspension and Termination

• Foundations: Cerkl may suspend or terminate immediately for abuse, misuse, or violation of these Terms.
  
• Foundations+ & Omni AI: Cerkl will provide written notice of breach and a 15-day cure period before suspension or termination, except in cases of fraud, abuse, or unlawful activity (which may be immediate).

Notwithstanding the foregoing, Cerkl may immediately suspend access to all or any portion of the Service if Cerkl reasonably determines that Customer's use of the Service poses an imminent security risk to the Service, Cerkl, another customer, or a third party. Cerkl will use commercially reasonable efforts to notify Customer promptly following such suspension and restore access after the applicable risk has been resolved.

Warranties and Disclaimers

• Foundations: Provided “as-is,” without warranties of any kind.
  
• Foundations+ & Omni AI: Cerkl warrants that the Service will operate materially in accordance with documentation. Cerkl does not guarantee uninterrupted or error-free operation.
  
• Beta Features: Any features identified as beta, pilot, or trial are provided “as-is” with no warranties and may be modified or discontinued at any time.
  

Limitation of Liability

• Foundations: Cerkl’s liability is $0 for Customers on the Foundations Plan.
  
• Foundations+ & Omni AI: Cerkl’s liability is limited to the fees paid in the 12 months before the claim.
  
• In no event will Cerkl be liable for indirect, consequential, or punitive damages.
  

Modifications to Service and Plans

Cerkl may modify features, pricing, or availability of Plans. Customers on prior Plans may be transitioned to the closest current Plan at renewal, with prior notice.

Governing Agreements for Enterprise

For Omni AI Customers, the terms of any signed Order Form or MSA will prevail over these Terms in case of conflict.

Indemnification

By Customer

Customer agrees to defend, indemnify, and hold harmless Cerkl, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• (a) Customer’s use of the Service in violation of these Terms or applicable law;
  
• (b) Customer Data, including any claim that Customer Data infringes or misappropriates a third party’s intellectual property rights or violates applicable data protection laws;
  
• (c) any communications or content sent to Subscribers by Customer through the Service.
  

By Cerkl (Paid Plans Only)

For Foundations+ and Omni AI Customers, Cerkl agrees to defend, indemnify, and hold harmless Customer against third-party claims alleging that the Service, when used in accordance with these Terms, infringes such third party’s U.S. intellectual property rights.

Cerkl’s obligations do not apply to claims arising from:

• (i) modifications made by anyone other than Cerkl;
  
• (ii) use of the Service in combination with third-party products or services not provided by Cerkl;
  
• (iii) misuse of the Service.
  

Procedure

The indemnified party must:

• (a) promptly notify the indemnifying party of the claim;
  
• (b) give the indemnifying party sole control of the defense and settlement (provided settlement releases the indemnified party of all liability); and
  
• (c) provide reasonable cooperation at the indemnifying party’s expense.
  

Force Majeure

Neither party will be liable for delays or failures in performance caused by events beyond its reasonable control, such as natural disasters, war, terrorism, labor disputes, government action, internet or hosting outages, or acts of third parties.

Export Control & Compliance

Customer agrees not to use or access the Service in violation of U.S. export control or trade laws and represents it is not located in an embargoed country or on any restricted list.

Publicity

Cerkl may identify Customer as a customer and use Customer’s name and logo in marketing materials, websites, and presentations, unless Customer notifies Cerkl in writing that it opts out.

Survival

Sections relating to Customer Data, Intellectual Property, Confidentiality, Indemnification, Limitation of Liability, Governing Law, and Survival will remain in effect after termination of the Agreement.

General Terms

• Governing Law: Ohio, United States of America
  
• Entire Agreement: These Terms (plus any Order Form, MSA, or DPA) are the entire agreement between you and Cerkl.
  
• Assignment: You may not assign these Terms without Cerkl’s consent. Cerkl may assign these Terms as part of a merger, acquisition, or sale.
  
• Notices: We may provide notices via email or through the Service.
  
  

Order of Precedence. If there is a conflict among documents governing the Service, an executed MSA or Order Form will control to the extent it expressly modifies these Terms. With respect to the processing of Personal Data, the Data Processing Addendum will control over these Terms, and any applicable Standard Contractual Clauses will control over the Data Processing Addendum to the extent of a conflict. An applicable SLA will control with respect to specifically stated service-level commitments.