Terms of Service

Last Updated: December 1, 2025

IMPORTANT COMPLIANCE NOTICE: This Agreement governs your use of a communications platform subject to the TCPA (47 U.S.C. § 227), the TRACED Act, FCC regulations (47 C.F.R. §§ 64.1200, 64.6300–64.6310), the Florida Telephone Solicitation Act (FTSA, Fla. Stat. § 501.059), and the 10DLC framework. TCPA violations carry statutory damages of $500–$1,500 per message. The FTSA creates a separate private right of action at $500–$1,500 per text. Class actions are common and expensive. Clerk Chat strongly recommends you retain qualified telecommunications regulatory counsel before conducting any messaging or calling campaign.

1. DEFINITIONS

“A2P (Application-to-Person) Messaging” means any SMS, MMS, or RCS message sent from a software application (including an API, automated campaign tool, or bulk send feature) to a consumer’s handset, as distinguished from P2P Messaging. A2P Messaging is subject to 10DLC registration requirements.
“ATDS” means an automatic telephone dialing system as defined in 47 U.S.C. § 227(a)(1) and interpreted by the Supreme Court in Facebook, Inc. v. Duguid, 592 U.S. 395 (2021), which requires that the system use a random or sequential number generator to store or produce telephone numbers. Customer acknowledges that: (i) TCPA liability may attach regardless of whether a system constitutes an ATDS under Duguid; (ii) Clerk Chat’s platform includes automated messaging features that may be characterized as an ATDS in certain jurisdictions or under future regulatory interpretations; and (iii) the ATDS definition remains subject to evolving FCC rulings and circuit court decisions.
“CASL” means Canada’s Anti-Spam Legislation, S.C. 2010, c. 23. Under CASL, express consent has no expiration; implied consent from an existing business relationship expires after 24 months from the last business transaction; implied consent from a recipient inquiry expires after 6 months.
“Consent Documentation” means records demonstrating that each recipient of a marketing or promotional message provided Prior Express Written Consent, including: (i) recipient’s telephone number; (ii) date and time consent was obtained; (iii) method of consent; (iv) exact consent language identifying Customer by name; (v) identity of the collecting entity; (vi) carrier/MNO identity of the recipient at time of consent; and (vii) date and result of the most recent NRSC number reassignment check for the recipient’s number.
“CSP” means Campaign Service Provider — Clerk Chat’s designated role within the 10DLC framework as registered with The Campaign Registry (TCR).
“DNC” means (a) the National Do Not Call Registry maintained by the FTC; (b) any applicable state do-not-call registry; and (c) Customer’s internal do-not-contact list.
“FTSA” means the Florida Telephone Solicitation Act, Fla. Stat. § 501.059, as amended effective July 1, 2021, which creates a private right of action at $500 per violation ($1,500 if willful) for automated text messages to Florida telephone numbers without proper consent. The FTSA’s auto-dialer definition is broader than the ATDS definition under Duguid.
“NRSC” means the FCC’s Number Reassignment Safeharbor Clearinghouse, which must be consulted before transmitting messages to any telephone number to verify it has not been reassigned since original consent was obtained.
“P2P (Person-to-Person) Messaging” means a message manually composed and transmitted by an individual Authorized User through Clerk Chat’s conversational interface, where no automated dispatch, bulk send, or API-triggered action initiates the message. P2P Messaging may be exempt from 10DLC registration under applicable carrier guidelines; Customer is solely responsible for determining whether its use constitutes P2P or A2P.
“PHI” means Protected Health Information as defined under HIPAA, 45 C.F.R. § 160.103.
“Prerecorded Voice” means any pre-recorded or artificially generated voice message, including AI-generated voice content. Pursuant to the FCC’s declaratory ruling dated February 8, 2024, AI-generated voice content constitutes a Prerecorded Voice under the TCPA and requires Prior Express Written Consent before transmission to wireless numbers and residential lines for marketing purposes.
“Prior Express Written Consent” or “PEWC” means a signed, written agreement that: (a) clearly authorizes the sender to deliver messages using an ATDS or Prerecorded Voice to a specific telephone number; (b) is not a condition of purchase; (c) identifies Customer by name; (d) describes message types and frequency; (e) discloses that message and data rates may apply; (f) provides opt-out instructions; and (g) pursuant to FCC regulations effective January 27, 2025, is obtained specifically by Customer directly — consent collected by a third-party lead generator, co-registration form, or shared consent form on behalf of multiple sellers does not constitute PEWC for Customer.
“STIR/SHAKEN” means the Secure Telephone Identity Revisited / Signature-based Handling of Asserted information using toKENs caller ID authentication framework mandated by the TRACED Act and 47 C.F.R. Part 64, Subpart CC.
“TCPA” means the Telephone Consumer Protection Act, 47 U.S.C. § 227, as amended, and all implementing FCC regulations.
“TCR” means The Campaign Registry, the central hub for registering A2P SMS brands and campaigns under the 10DLC framework.
“10DLC” means the 10-digit long code A2P messaging framework requiring brand and campaign registration with TCR prior to sending A2P SMS traffic.

2. SUBSCRIPTION SERVICES; ACCESS AND USE

2(a). Grant of Access

Subject to this Agreement, Clerk Chat grants Customer a limited, non-exclusive, non-transferable right to use the Subscription Services during the Term for Customer’s internal business purposes within the Licensed Volume.

2(b). Use Restrictions

Customer will not, and will not permit any person to:

Reverse engineer, decompile, or attempt to derive source code of the Subscription Services;
Resell, sublicense, or allow third parties to use the Subscription Services without authorization;
Circumvent 10DLC registration requirements, STIR/SHAKEN obligations, or carrier spam-detection systems;
Transmit messages using misrepresented sender identification, spoofed caller ID, or deceptive routing;
Characterize functionally A2P traffic as P2P to avoid 10DLC registration requirements (carrier fraud);
Use the Subscription Services for benchmarking against Clerk Chat or to develop competing products.

2(c). Authorized Users and Sub-Delegation Prohibition

Customer may permit Authorized Users to use the Subscription Services. Customer may not delegate authority to transmit messages through the Subscription Services to any third party (including contractors, affiliates, or lead generators) without Clerk Chat’s prior written consent. Customer remains liable for all messages transmitted through the Subscription Services regardless of whether transmitted directly or by any delegated party, and Customer’s indemnification under Section 8(c) includes vicarious liability claims for such transmissions.

2(d). STIR/SHAKEN and Caller ID Authentication

Clerk Chat implements STIR/SHAKEN caller ID authentication in compliance with the TRACED Act and 47 C.F.R. Part 64, Subpart CC. Customer may not use the Subscription Services to transmit voice calls with misrepresented, spoofed, or misleading caller ID in violation of 47 U.S.C. § 227(e). Customer must provide accurate calling party number (CPN) information. Clerk Chat applies STIR/SHAKEN attestation levels based on information provided by Customer; Customer is responsible for the accuracy of all caller ID information submitted to Clerk Chat.

2(e). AI Voice Agent Compliance

Customer acknowledges that AI-generated voice content constitutes a Prerecorded Voice under the TCPA per the FCC’s February 8, 2024 declaratory ruling. Prior Express Written Consent is required before making any AI voice agent call to a wireless number or residential line for marketing purposes. Customer is solely responsible for compliance with all applicable state AI-disclosure requirements (some states require disclosure that a call is AI-generated) and for obtaining required PEWC prior to any AI voice agent call.

2(f). 10DLC Registration — Pre-Approval Required

Customer will complete all required 10DLC brand and campaign registrations with TCR before sending A2P SMS traffic. Customer may not send A2P traffic on a 10DLC number until TCR has confirmed campaign approval — not merely receipt of registration. Campaign status in TCR must show ACTIVE before any traffic may be sent.

2(g). PHI and HIPAA

Customer must not transmit PHI through the Subscription Services without first executing a Business Associate Agreement (BAA) with Clerk Chat. Transmitting PHI without a BAA is a material breach of this Agreement. Contact legal@clerk.chat to request a BAA.

2(h). Clerk Chat’s Intermediate Provider Role

Customer acknowledges that Clerk Chat, as a CSP and intermediate provider, has independent FCC obligations to monitor traffic, implement STIR/SHAKEN, and take reasonable steps to block illegal traffic. Clerk Chat’s exercise of these obligations: (i) does not create liability to Customer for service disruption; (ii) does not make Clerk Chat a co-originator of messages for TCPA purposes; and (iii) does not reduce Customer’s independent compliance obligations.

3. ACCEPTABLE USE POLICY (AUP)

Customer is solely responsible for TCPA, FCC, FTSA, and state telemarketing law compliance. Violations may result in immediate suspension or termination without refund. Clerk Chat cooperates with the FCC, FTC, TCR, and state regulators.

3(a). Prohibited Content

Customer may not use the Subscription Services to transmit:

SHAFT Content: Sex/adult content, Hate speech, Alcohol (to minors), Firearms (illegal), Tobacco (to minors), per CTIA guidelines;
Content related to controlled substances or illegal drug activity;
High-risk financial services content without prior carrier vetting and Clerk Chat written approval;
Third-party lead generation content where recipients did not individually opt in to receive messages from Customer;
Phishing, fraud, social engineering, or impersonation;
AI-generated voice calls without required PEWC.

3(b). TCPA, FCC, and State Law Compliance — MANDATORY

Before sending any marketing or promotional message, Customer must have obtained PEWC from that recipient. Such consent must: (a) be in writing; (b) clearly identify Customer by name; (c) describe message types and frequency; (d) disclose that message and data rates may apply; (e) provide opt-out instructions; (f) not be conditioned on purchase; and (g) pursuant to FCC regulations effective January 27, 2025, be obtained specifically by Customer directly — consent collected by a third-party lead generator, co-registration form, or shared consent page on behalf of multiple sellers does not constitute PEWC for Customer, regardless of representations by the lead generator.

Customer must maintain Consent Documentation for each recipient for a minimum of four (4) years from the date of the last message, including: (i) all elements in the Consent Documentation definition in Section 1; (ii) carrier/MNO of the recipient at time of consent; and (iii) NRSC scrubbing logs. Customer must provide Consent Documentation to Clerk Chat within five (5) business days of request.

3(b)(iii). Number Reassignment — NRSC Scrubbing Required

Before including any telephone number in a messaging campaign, Customer must:

Check the number against the NRSC database before any send;
Re-check all campaign numbers against the NRSC at least every 15 days;
Immediately remove and suppression-list any number identified as reassigned after the date of original consent;
Perform LRN (Location Routing Number) lookups to identify ported wireless numbers before calling apparent landlines;
Maintain NRSC scrubbing logs as part of Consent Documentation.

This Section is required to preserve the safe harbor defense under 47 C.F.R. § 64.1200(a)(3)(iv).

3(b)(iv). Opt-Out and Suppression

Customer must: (a) honor all opt-out requests (STOP, UNSUBSCRIBE, CANCEL, END, QUIT, REMOVE, or clearly stated) within 10 business days and within 24 hours where technically feasible; (b) maintain a comprehensive suppression list; (c) not re-message suppressed numbers without new documented PEWC; (d) include opt-out instructions in initial messages and at minimum every sixth message of recurring programs; (e) check numbers against the NDNC before commercial calls to residential lines; and (f) maintain an internal DNC list for a minimum of five (5) years.

3(b)(v). Voice Call and AI Voice Requirements

Customer may not initiate calls using an ATDS or Prerecorded Voice (including AI-generated voice) to cellular numbers without PEWC. For AI voice agent calls: Customer must obtain PEWC before making AI voice calls for marketing purposes; Customer must comply with all applicable state disclosure requirements (some states require disclosure that a call is AI-generated); and calling hour restrictions (8 a.m.–9 p.m. local time of the recipient) apply.

3(b)(vi). STIR/SHAKEN — No Caller ID Spoofing

Customer may not use the Subscription Services to transmit voice calls with spoofed or misleading caller ID. Customer must provide accurate CPN information and may not instruct Clerk Chat to transmit calls with falsified originating numbers. Violations are subject to FCC enforcement under 47 U.S.C. § 227(e) and the TRACED Act.

3(b)(vii). Florida FTSA — Explicit Requirements

For messages sent to Florida telephone numbers, Customer must comply with the FTSA (Fla. Stat. § 501.059), which imposes requirements beyond the federal TCPA:

FTSA’s auto-dialer definition is broader than ATDS under Duguid — it applies to systems with the capacity to dial without human intervention;
FTSA creates a private right of action at $500 per violation, trebled to $1,500 if willful, with no requirement to prove actual damages;
Customer must check Florida numbers against both the NDNC and Florida’s state DNC registry;
FTSA class actions are among the most active telemarketing litigation in the country.

Customer’s indemnification under Section 8(c) explicitly covers FTSA claims.

3(b)(viii). Vicarious Liability

Customer is responsible for all messages transmitted through the Subscription Services by any party acting on its behalf, including contractors, affiliates, or sub-vendors (see FCC 2013 Declaratory Ruling; In re DISH Network, LLC, 28 FCC Rcd. 6574). Customer’s indemnification under Section 8(c) covers all vicarious liability claims for such transmissions.

3(b)(ix). CASL Compliance

For messages to Canadian recipients: CASL express consent has no expiration; implied consent from an existing business relationship expires after 24 months from the last transaction; implied consent from a recipient inquiry expires after 6 months. Customer must track CASL consent expiration dates and cease messaging Canadian recipients whose implied consent has expired. Clerk Chat recommends all Canadian programs use express consent to avoid expiration risk.

3(b)(x). State Law Compliance

Customer is solely responsible for all applicable state laws, including the FTSA (Florida), Texas B&C Code Ch. 305, California B&P Code § 17538.41, Washington CEMA, and state DNC registries in Indiana, Arkansas, Louisiana, Wisconsin, North Carolina, and Tennessee.

3(c). 10DLC and Campaign Registration

For all A2P SMS traffic using 10DLC numbers, Customer must:

Register the brand with TCR before any A2P traffic;
Register each Campaign and wait for confirmed ACTIVE status in TCR before sending any traffic — submission alone does not authorize traffic;
Select the use case category accurately reflecting actual message content — misregistration is a material violation;
Not share 10DLC numbers across multiple brands, unrelated campaigns, or other companies;
ABSOLUTE PROHIBITION — Shared Short Codes: Customer may not use shared short codes (short codes used by multiple brands). All short code traffic must be on dedicated short codes registered exclusively to Customer. Use of a shared short code is a material breach of this Agreement and grounds for immediate termination.

3(d). P2P vs. A2P Classification

10DLC registration requirements apply to all A2P Messaging. P2P Messaging manually composed by individual Authorized Users may be exempt from 10DLC under carrier guidelines. Customer is solely responsible for correctly classifying its traffic. Characterizing functionally A2P traffic as P2P to avoid registration is carrier fraud and a material breach of this Agreement.

3(e). CAN-SPAM Act

For commercial email, Customer must comply with the CAN-SPAM Act (15 U.S.C. § 7701 et seq.), including accurate headers, non-deceptive subject lines, physical postal address, functional opt-out mechanism, and honoring opt-out requests within 10 business days.

4. FEES AND PAYMENT

4(a). Fees

Customer pays the non-refundable fees in the applicable Order Form. Unless otherwise specified, invoicing is annual with payment due within 30 days.

4(b). Fee Changes

Clerk Chat may change fees on 30 days’ prior written notice, effective at end of then-current term.

4(c). Payment Terms

All payments in USD, non-refundable. Late payments accrue interest at 1.5%/month or highest rate permitted by law. Customer bears reasonable collection costs. Payment processing by Stripe, Inc.

4(d). Taxes

Customer is responsible for all applicable taxes excluding taxes on Clerk Chat’s net income.

4(e). Automatic Renewal

Subscriptions auto-renew for consecutive periods equal to the Initial Term unless the Order Form states otherwise.

4(f). Cancellation

Customer may cancel on at least 60 days’ prior written notice. No prorated refunds absent applicable law.

5. CONFIDENTIAL INFORMATION

5(a). Definition

“Confidential Information” means information designated as confidential or reasonably considered confidential given its nature. Subscription Services and Documentation are Clerk Chat’s Confidential Information. Excludes information that is publicly known, already known to recipient, obtained from a third party without restriction, or independently developed.

5(b). Obligations

Each party maintains the other’s Confidential Information in strict confidence and uses it only to perform obligations under this Agreement. Disclosure is permitted only to employees or contractors with a need to know who are bound by equivalent obligations, or as required by law.

5(c). Duration

Confidentiality obligations survive for five (5) years after disclosure; trade secrets are protected for as long as they qualify under applicable law.

6. CUSTOMER MATERIALS AND DATA

6(a). Ownership

Customer owns all Customer Materials, subject to the license granted herein.

6(b). License

Customer grants Clerk Chat a non-exclusive, worldwide, royalty-free license to use Customer Materials solely to provide and improve the Subscription Services during the Term.

6(c). Customer Representations

Customer represents and warrants that: (i) it has all necessary rights for Customer Materials; (ii) Clerk Chat’s use will not violate applicable law or third-party rights; and (iii) all personal data has been collected with required consents and in compliance with applicable privacy law.

6(d). AI and Aggregate Data

Clerk Chat may use aggregated, deidentified data to develop, train, and improve AI models. Identifiable Customer Materials will not be used for AI training without Customer’s prior written consent.

7. DISCLAIMER OF WARRANTIES

7(A). THE SUBSCRIPTION SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS. CLERK CHAT EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CLERK CHAT MAKES NO WARRANTY THAT THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED OR RESULT IN MESSAGE DELIVERY. MESSAGE DELIVERY IS SUBJECT TO CARRIER FILTERING, TCR DECISIONS, AND NETWORK CONDITIONS BEYOND CLERK CHAT’S CONTROL.

7(B). NO ADVICE OR INFORMATION OBTAINED FROM CLERK CHAT CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

8. INDEMNIFICATION

8(a). Clerk Chat Indemnification

Clerk Chat will defend Customer against third-party claims alleging Customer’s authorized use of the Subscription Services infringes a third party’s Intellectual Property Rights, and will indemnify Customer against resulting damages and costs, subject to Section 8(b).

8(b). Exclusions

Clerk Chat’s obligations under Section 8(a) do not apply to claims arising from Customer’s breach, Customer Materials, unauthorized modifications, third-party software combinations, or Customer’s negligence or willful misconduct.

8(c). Customer Indemnification — UNCAPPED; SURVIVES TERMINATION

This indemnification is uncapped, is not subject to the liability limit in Section 9(b), and survives termination. Customer should maintain adequate insurance for TCPA, FTSA, and telemarketing class action risks.

Customer will defend, indemnify, and hold harmless Clerk Chat and its affiliates, officers, directors, employees, agents, carriers, infrastructure partners, and TCR from all claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

Any Customer Materials, including claims that they infringe third-party rights or violate applicable law;
Any actual or alleged violation of the TCPA (47 U.S.C. § 227), including class action claims regardless of ATDS, Prerecorded Voice, or AI-generated voice theory;
Any actual or alleged violation of the FTSA (Fla. Stat. § 501.059) or any other state telemarketing statute;
Any actual or alleged violation of the TRACED Act or STIR/SHAKEN caller ID authentication requirements;
Any actual or alleged violation of FCC regulations (47 C.F.R. § 64.1200 et seq.);
Any actual or alleged violation of the CAN-SPAM Act, CASL, or applicable state anti-spam laws;
Any actual or alleged violation of 10DLC registration requirements, shared short code prohibitions, or carrier AUPs;
Any regulatory investigation, fine, penalty, or enforcement action by the FCC, FTC, TCR, state attorneys general, or other regulatory authority arising from Customer’s use of the Subscription Services;
Customer’s failure to obtain or honor required consents, NRSC scrubbing obligations, opt-out requests, or DNC registrations;
All vicarious liability claims for messages transmitted by parties acting on Customer’s behalf;
Customer’s products or services;
Customer’s use of the Subscription Services in violation of this Agreement or applicable law.

This indemnification survives termination and is not subject to the cap in Section 9(b).

8(d). Indemnification Procedures

The party seeking indemnification will: (i) provide prompt written notice (within 30 days of awareness); (ii) grant the indemnifying party sole control of the defense and settlement; and (iii) provide reasonable cooperation. The indemnifying party may not settle without the indemnified party’s approval unless the settlement fully releases the indemnified party and places no restrictions on the indemnified party’s business.

9. LIMITATIONS OF LIABILITY

9(A). EXCEPT FOR: (I) IP INFRINGEMENT; (II) FRAUD OR WILLFUL MISCONDUCT; (III) CUSTOMER’S PAYMENT OBLIGATIONS; OR (IV) CUSTOMER’S INDEMNIFICATION UNDER SECTION 8(C), NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES.

9(B). CLERK CHAT’S TOTAL LIABILITY WILL NOT EXCEED FEES PAID IN THE SIX (6) MONTHS PRECEDING THE CLAIM. THIS CAP DOES NOT APPLY TO CUSTOMER’S UNCAPPED INDEMNIFICATION OBLIGATIONS UNDER SECTION 8(C).

By agreeing to this Agreement, Customer provides Prior Express Written Consent for Clerk Chat to contact Customer using any telephone number or email address associated with Customer’s account for account-related matters, including using automated telephone dialing systems and prerecorded messages. This consent may be revoked at any time by contacting support@clerk.chat.

11. COPYRIGHT POLICY (DMCA)

Clerk Chat complies with the DMCA. To report copyright infringement, contact legal@clerk.chat or write to 201 Spear St, Floor 6, San Francisco, CA 94105, including identification of the copyrighted work, identification of the infringing material, contact information, a good faith statement, a statement under penalty of perjury, and your signature.

12. TERM AND TERMINATION

12(a). Term

This Agreement commences on the Effective Date and remains in effect during the Term, unless earlier terminated.

12(b). Termination by Clerk Chat

Clerk Chat may suspend or terminate access immediately if Customer breaches this Agreement, violates applicable law, or continuation would expose Clerk Chat to legal, regulatory, or reputational risk. Clerk Chat is not liable for any such suspension or termination.

12(c). Termination by Customer

Customer may terminate on written notice in accordance with Section 4(f).

12(d). Effect of Termination

Upon termination: (i) Customer’s right to use the Subscription Services ceases; (ii) all accrued fees are immediately due; (iii) Sections 1, 3(b)(ii), 5, 6(a), 8, 9, 12(d), and 13 survive.

12(e). Service Continuity Covenant

If Clerk Chat determines it may be unable to continue providing the Subscription Services, it will provide not less than 60 days’ notice where commercially practicable and will make commercially reasonable efforts to assist Customer in data portability and transition to an alternative provider.

13. GENERAL PROVISIONS

13(a). Dispute Resolution

All disputes will be resolved by mandatory binding arbitration administered by JAMS in San Francisco, California. Claims under $250,000: JAMS Streamlined Rules. All other claims: JAMS Comprehensive Rules.

13(b). Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO PURSUE DISPUTES ON A CLASS ACTION BASIS. ALL CLAIMS MUST BE BROUGHT INDIVIDUALLY.

13(c). Governing Law

This Agreement is governed by the laws of the State of California, consistent with the Federal Arbitration Act, without regard to conflict-of-law principles.

13(d). Entire Agreement

This Agreement supersedes all prior agreements regarding the Subscription Services. Customer may not assign without Clerk Chat’s prior written consent. Clerk Chat may freely assign.

13(e). Annual Review

13(f). Contact

Clerk Chat, Inc. | 201 Spear St, Floor 6, San Francisco, CA 94105 | 888-572-5375 | legal@clerk.chat