Terms of Service

PLEASE CAREFULLY REVIEW THE FOLLOWING TERMS AND CONDITIONS OF THIS MASTER SERVICES AGREEMENT (the “AGREEMENT”).

THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU (“CUSTOMER,” “YOU” OR “YOUR”) AND JELO (COLLECTIVELY “JELO,” “WE” OR “OUR”) to purchase access to the SOFTWARE (DEFINED BELOW) and the related services that Jelo provides to YOU under a separate ordering document OR SIGNED PROPOSAL referred to herein as an “Order Form” (together with the SOFTWARE, the “Services”).

This Agreement governs the use of the Services Jelo provides to you and your use of the SOFTWARE. Capitalized terms used but not defined herein shall have the meanings ascribed to them in any applicable Order Form.

We may revise and update the terms and conditions of this Agreement at any time by posting revisions to our Site and your continued use of the Software or Services indicates your agreement to any such revised terms and conditions. All changes are effective immediately when we post them to the Site. The Software is offered and available to users who are eighteen (18) years of age or older.

The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Jelo Software through any online provisioning, registration, or order process, or (b) the effective date of the first Order Form.

1. Software

The software (“Software”), which is one of our products, is licensed to you and is provided on a non-exclusive, non-transferable basis, and may not be transferred, shared, copied, modified, or enhanced without the advance written authorization of Jelo. The “Software” means collectively and individually, the Jelo Site and any of its subdomains, platforms, applications, and APIs owned or operated by Jelo.

1.1 Grant of Access

Subject to the terms and conditions of this Agreement, Jelo grants to Customer a limited, non-exclusive, revocable, non-transferable, and non-sublicensable right for Customer’s authorized employees, agents, representatives, consultants, and contractors (“Authorized Users”) to access and use the Services and the Software during the Term for Customer’s internal business purposes only.

1.2 Reservation of Rights

Access to the Software is provided on a limited term and basis. All rights not specifically granted to Customer hereunder are reserved by Jelo.

1.3 Professional Service Deliverables

All work product, customizations, improvements, and/or enhancements to the Services performed by Jelo for Customer (“Professional Service Deliverables”) shall be owned exclusively by Jelo.

1.4 Feedback and Aggregate Data

If Customer provides Jelo with feedback regarding the Services (“Feedback”), Jelo may use Feedback without restriction. Customer further acknowledges that Jelo owns all rights, title, and interest in and to Aggregate Data (anonymized data compiled through the use of the platform).

1.5 Prohibitions

Customer and Authorized Users will not (a) modify, decompile, or reverse engineer the Software; (b) license, sell, or rent the Services to any third party; (c) use the Services to transmit viruses or unlawful data; or (d) attempt to gain unauthorized access to Jelo systems or data.

2. Indemnification

2.1 Jelo Indemnification

If the Software becomes the subject of an infringement claim, Jelo may, at its option, (a) procure the right for you to continue using the Software, (b) replace it with non-infringing software, or (c) terminate the Agreement and refund prepaid, unused fees.

2.2 Customer Indemnification

Customer will indemnify, defend, and hold harmless Jelo from and against any third-party claims arising from: (1) Customer Data; (2) Customer’s breach of the Agreement; (3) Customer’s gross negligence; or (4) Customer’s violation of applicable law.

3. Warranties and Disclaimer

Limited Warranty: Each party warrants they have the corporate power to enter into this Agreement.

4. Limitation of Liabilities

Jelo shall not be liable for special, incidental, or consequential damages. Jelo’s entire aggregate liability shall not exceed the total fees paid by customer to Jelo in the six (6) month period preceding the event giving rise to the claim.

5. Term and Termination

This Agreement continues until all Order Forms expire. Either party may terminate if the other fails to cure a material breach within 30 days. If Customer terminates early, Customer shall pay Jelo an amount equal to the fees remaining in the Term.

6. Use of Customer Data

Customer affirms they have the necessary consents to authorize Jelo to process Customer Data. Customer hereby grants Jelo a worldwide, non-exclusive right to use, copy, and modify Customer Data as necessary to provide the Services.

7. Payment

Fees are described in each Order Form. Jelo may adjust fees with 30 days’ notice. Payments are due within 30 days of the invoice date. Late payments are subject to a service charge of 1.5% per month.

Integrated Payments: Licensee must be enrolled in Jelo’s integrated payments processing tool. Failure to do so may result in a non-integrated payment processing fee (minimum $150–$200/month/site).

8. Confidentiality

The receiving party shall not disclose the disclosing party’s Confidential Information to third parties and shall use at least the same degree of care it uses to protect its own sensitive information.

9. Governing Law

This Agreement shall be governed by the laws of the State of Florida. The parties waive any rights to a trial by jury.

10. Messaging Services

The Software includes SMS and MMS messaging functionality (the “Messaging Services”) that lets Customer (each, a “Store”) send text messages to its patients and customers (each, an “End User”). Jelo delivers these messages through Twilio Inc., its messaging service provider. This Section 10 sets out (a) Store obligations when using the Messaging Services and (b) standalone end-user messaging terms that govern Jelo’s and the Store’s communications with End Users.

10.1 Scope

“Messages” means any SMS or MMS text message originated through the Software, including transactional messages (e.g., one-time passwords, appointment reminders and confirmations, order and pickup notifications, prescription updates, billing notifications, customer service replies) and promotional messages (e.g., sales, offers, recall campaigns). Voice calls, RCS, and over-the-top chat are not covered by this Section.

10.2 Store Obligations — Consent and Compliance

Customer is solely responsible for obtaining and maintaining all legally required consents from End Users before sending Messages, and for the content of each Message. Without limitation, Customer represents and warrants that it will:

• Obtain prior express consent from each End User before sending any transactional Message, and prior express written consent before sending any promotional Message, in each case in compliance with the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act where applicable, the CTIA Messaging Principles and Best Practices, the carrier code of conduct, and all other applicable laws and regulations.
• Maintain accurate records of each consent (including timestamp, source, and the disclosure language shown) using the consent collection surfaces and consent ledger provided by the Software. The Software’s default opt-in surfaces and consent-storage behavior are described in Jelo’s SMS Consent Practices.
• Promptly honor opt-out requests from End Users, whether received via the keyword reply mechanism described in Section 10.3, through direct contact with Customer’s staff, or otherwise. The Software automatically processes the keyword opt-outs listed in Section 10.3 on Customer’s behalf; Customer must process all other opt-out requests within one (1) business day.
• Not send Messages of any content prohibited by the CTIA Messaging Principles and Best Practices, the carrier code of conduct, or applicable law — including but not limited to content concerning Sex, Hate, Alcohol, Firearms, or Tobacco (the “SHAFT” categories), cannabis and CBD products where prohibited, illegal substances, payday or short-term lending, debt collection, get-rich-quick schemes, or any deceptive or fraudulent content.
• Not send Messages to numbers Customer has not collected directly or to numbers acquired through purchased lists.
• Provide Jelo, on request, with documentation evidencing consent for any End User to whom Customer has sent Messages through the Software.
• Be solely responsible for any claims, fines, penalties, carrier fees, or damages arising from Customer’s violation of this Section 10.2, and indemnify Jelo accordingly under Section 2.2.

Jelo may suspend or terminate Customer’s access to the Messaging Services at any time, without prior notice, if Jelo reasonably believes Customer has violated this Section 10.2 or if any carrier, Twilio, or other regulator instructs Jelo to do so.

10.3 End-User Messaging Terms

This Section 10.3 governs Messages received by End Users from Jelo or from any Store using the Software. By providing a mobile telephone number to Jelo or a Store — whether through a sign-up form, patient intake form, point-of-sale checkout, online booking flow, or other interaction — the End User agrees to the following terms.

a. Consent to Receive Messages. By providing a mobile number, the End User consents to receive transactional Messages from the receiving Store (and, where Jelo itself is the sender, from Jelo) at that number. Consent to promotional Messages is collected separately and is never a condition of purchase or service.

b. Message Frequency. Message frequency varies based on the End User’s interactions with the sender. End Users may receive Messages in response to specific events (such as booking or canceling an appointment) and, if separately opted in, periodic promotional Messages.

c. Message and Data Rates. Message and data rates may apply. End Users should check with their mobile carrier for details on their plan.

d. Opt-Out. End Users may opt out of further Messages at any time by replying STOP, STOPALL, UNSUBSCRIBE, CANCEL, END, or QUIT to any Message. Keyword matching is case-insensitive. The End User will receive a single one-time confirmation Message and will not receive further Messages from that sender unless they later opt back in by replying START or UNSTOP. Opting out of promotional Messages may not affect transactional Messages necessary to fulfill a service the End User has requested.

e. Help. Replying HELP or INFO returns a one-time auto-reply identifying the sender and providing contact details. For platform-level assistance, End Users may contact Jelo at info@jeloapp.com.

f. Carriers. Messages are delivered via Twilio Inc. and the End User’s mobile carrier. Supported carriers include AT&T, Verizon Wireless, T-Mobile, Sprint, U.S. Cellular, and others. Carriers are not liable for delayed or undelivered Messages; neither Jelo nor the Store is liable for delayed, undelivered, or mis-delivered Messages caused by the End User’s carrier, device, or network.

g. Eligibility and Account Holder. Messaging Services are available only to individuals who are at least eighteen (18) years of age. By providing a mobile number, the End User represents and warrants that they are the subscriber to that line or have authority to provide consent on behalf of the subscriber, and that they will notify the sender promptly if the number is reassigned or the End User no longer has authority to consent.

h. Changes. Jelo may modify these end-user messaging terms at any time by posting an updated version. Continued use of the receiving number after the change constitutes acceptance of the updated terms.

10.4 Twilio as Service Provider

Jelo uses Twilio Inc. as its messaging service provider for the delivery of Messages and for related compliance services (including A2P 10DLC brand and campaign registration). Twilio processes the information described in the Privacy Policy solely to deliver Messages on behalf of Jelo and its Stores and pursuant to its agreements with Jelo.

10.5 Privacy

Jelo’s handling of mobile phone numbers and consent records is described in the Privacy Policy and the SMS Consent Practices. Without limitation: no mobile information will be shared with third parties or affiliates for marketing or promotional purposes, and text-messaging originator opt-in data and consent will not be shared with any third parties.