Terms of Service

KentwoodPartners.com (https://www.kentwoodpartners.com), including all of its related applications, dashboards, or platforms (individually and collectively, the “Website”), is owned and operated by Kentwood Partners, Inc. (“Kentwood Partners,” “we,” “us,” or “our”). By using, installing, or accessing the Website or Services (as defined below), by signing or clicking to accept these terms or any Subscription Documentation (as defined below) referencing these terms, you agree to be bound by the following terms and conditions (together, these “Terms,” or this “Agreement”).

If you are using a Kentwood Partners Service on behalf of a company, organization, or other entity, then “Client” or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee, agent, or other authorized representative with all necessary authority to bind that entity to this Agreement.

This Agreement includes and hereby incorporates by reference any Subscription Documentation executed between you and Kentwood Partners, as well as any policies or exhibits linked to or referenced herein. If you have entered into a separate written agreement with Kentwood Partners concerning specific Services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms. Please note that we may modify this Agreement as described in Section 16.10 below.

1. DEFINITIONS

1.1. “Business Associate Agreement” (hereinafter “BAA”) means a written agreement between a Covered Entity and a Business Associate (as those terms are defined under HIPAA) containing the elements specified at 45 CFR 164.504(e).

1.2. “Confidential Information” means code, inventions, know-how, product plans, technical and financial, business, operational, or other information exchanged under this Agreement or learned during the performance of this Agreement, or that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.

1.3. “HIPAA” means the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. §1320d through d-8, as amended from time to time, and the requirements of any regulations promulgated under either the HITECH Act or HIPAA, including, without limitation, the federal privacy regulations as contained in 45 C.F.R. Parts 160 and 164, the federal security standards as contained in 45 C.F.R. Parts 160 and 162, and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160, all as may be amended from time to time.

1.4. “Law(s)” means all applicable local, state, federal, and international laws, rules, and regulations, or amendments thereto, including but not limited to the Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, the CAN-SPAM Act, Do Not Call rules and prohibitions, Canada’s Anti-Spam Legislation (“CASL”), the Australian Consumer Law, the AU Privacy Act 1988 (Cth), and the AU Spam Act 2023 (Cth).

1.5. “Protected Health Information” (hereinafter “PHI”) has the same meaning as that term is defined in HIPAA.

1.6. “Territory” means the United States, Canada, and Australia, unless otherwise expressly set forth in Client’s Subscription Documentation.

2. SERVICES

2.1. Services. Kentwood Partners provides a proprietary multi-product platform that includes without limitation reputation management tools (“Reviews” and “Feedback”), messaging and communication tools (“Inbox,” “Webchat,” “Automations,” “Phones” (formerly Voice), and “Bulk Messages” (formerly Campaigns)), payment processing and related services (“Payments”), certain Free Access Subscription or Beta Releases (as defined below), and any other services Kentwood Partners may offer from time to time (together with the Website, the “Service(s)”). Client will, from time to time, enter into a proposal, quote, services/purchase agreement, order form, statement of work, or otherwise click to accept or agree to an online registration form (“Subscription Documentation”), which references this Agreement and details the Services ordered from Kentwood Partners and, if applicable, the usage limits or other scope of use descriptions for the Services (including without limitation any usage or volume limits, numerical limits on Authorized Users, and descriptions of product feature levels) (“Scope of Use”).

3. USE RIGHTS; RESTRICTIONS

3.1. Use of Services. Subject to all terms of this Agreement, including any Additional Terms, Kentwood Partners grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the applicable Subscription Term and within the Territory (to the extent available in the Territory) to: (a) install and use an object code copy of any mobile application associated with the Services; and (b) access and use the Services, designated on Client’s Subscription Documentation solely for Client’s internal business purposes, but only in accordance with this Agreement, Kentwood Partners’ Acceptable Use Policy (“Acceptable Use Policy”), the applicable Subscription Documentation, and all applicable Scope of Use descriptions.

4. CLIENT DATA

4.1. Rights in Client Data. As between the parties, Client retains all right, title, and interest (including any intellectual property rights) in and to any text, images, or other content and data that Client selects or submits for use or incorporation with the Services (including without limitation, chat and message logs, Customer Data, PHI, or any Third-Party Content) (“Client Data”). Client hereby grants Kentwood Partners a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Client Data as necessary to provide the Services and related services to Client and as otherwise provided herein.

5. CONTACT US

For inquiries regarding this Agreement, please contact us at:

Kentwood Partners
1135 Town Park Ave, Suite 2125
Lake Mary, FL 32746
Phone: (407) 830-7312
Email: info@kentwoodpartners.com

This Agreement is effective as of January 1, 2025