THESE TERMS OF SERVICE GOVERN YOUR SUBSCRIPTION TO AND USE OF THE PLATFORM AND SERVICES. PLEASE READ THESE TERMS OF SERVICE CAREFULLY. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. BY COMPLETING THE REGISTRATION PROCESS, CREATING AN ACCOUNT OR ACCESSING OR USING ANY OF THE PLATFORM AND/OR SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH CLIENT IQ, (3) THE INFORMATION YOU PROVIDED IN CONNECTION WITH YOUR REGISTRATION FOR THE PLATFORM/SERVICES IS TRUE, ACCURATE AND COMPLETE, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE PERSONALLY OR ON BEHALF OF THE BUSINESS ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT BUSINESS ENTITY TO THE AGREEMENT. CERTAIN PORTIONS OF THE PLATFORM MAY BE SUBJECT TO “OPEN SOURCE” OR “FREE SOFTWARE LICENSES”. SUCH COMPONENTS WILL BE GOVERNED BY THE TERMS OF THEIR RESPECTIVE TERMS OF USE AND NOT BY THESE TERMS.

ONCE ACCEPTED, THESE TERMS OF SERVICE, IN COMBINATION WITH OUR PRIVACY POLICY (WHEREVER APPLICABLE) (COLLECTIVELY THE “TERMS”), BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU (OR THE BUSINESS ENTITY THAT YOU REPRESENT) AND CLIENT IQ AND ITS RESPECTIVE OFFICERS, DIRECTORS, BUSINESS AFFILIATES, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO AS “CLIENT IQ,” “WE” OR “US”) AND WILL GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM AND ALL OTHER INTERACTIONS WITH CLIENT IQ RELATED TO THE PLATFORM.

Client IQ reserves the right to make changes to these Terms at any time. All changes are effective immediately when posted. Your continued use of the Platform following the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.

Client IQ is only providing the Platform for your business use without any promise of exclusivity. Client IQ's customers, users, entrepreneurs, affiliate marketers, experts, and partners are not Client IQ’s employees, contractors, or representatives. Client IQ is not responsible for any interactions between you and your customers, other than providing access to the Platform. Client IQ is in no way liable for any disputes, claims, losses, injuries, or damages arising from your relationship with your customers, including their reliance upon any information or content you provide. You agree and acknowledge that you are responsible for implementing your own terms of service to govern the relationship between you and your customers.

You should consult a lawyer for legal advice to ensure your use of the Platform complies with these Terms and applicable law.

1. Use of Platform

1.1. Restrictions. You must be at least 18 years old to use the Platform. By accepting these Terms, creating a Platform Account, or using the Platform, you represent that you are at least 18 years old. You may not use the Platform or the Services if You are an employee, partner, or director of our Competitors or intend to gain access to the Platform in order to compete with the Platform.

1.2 Platform Account Ownership. Your use of the Platform is conditioned on your provision of complete, current, and accurate information when registering for a Platform Account. The Platform is intended for business use or in connection with an individual’s trade, craft, or profession. As the individual who accepts these Terms, You are the owner of the Platform Account unless You are acting on behalf of a business entity, in which case, the business entity is the owner of the Platform Account. If You accept these Terms on behalf of a business entity, You represent and warrant that you have the authority to bind the business entity to these terms. If multiple parties claim to be the “owner” of a particular Platform account, Client IQ will deem the owner to be the person who can demonstrate their ownership (in whole or in part) of the underlying business entity for which the Platform Account was created by providing government-issued documentation of such ownership. If Client IQ is unable to determine the rightful owner of the Platform Account, Client IQ reserves the right to suspend or terminate the Platform Account until the disputing parties have mutually agreed on ownership or until a court has ordered Client IQ to grant access to a specific individual.

1.3 Intended Use. You and your customers may use the Platform only as intended for lawful purposes and in accordance with these Terms. You agree that You and Your customers will not use the Platform in any way that violates any applicable law or regulation or engage in any Prohibited Uses. In addition, you represent and warrant that: (i) You and Your customers will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms; (ii) You are fully responsible for your actions and the actions of your employees, agents, and customers who use the Platform; (iii) You are fully responsible for the use of the Platform by your customers; (iv) You, your employees, agents and customers will not misrepresent the Platform or the Services; (v) You will ensure that your employees with access to the Platform Account are bound by these Terms, and you will require that your customers accept terms at least as restrictive as these Terms; (vi) You own or control all rights in and to all content you provide to Client IQ, including, but not limited to, any code provided to customize the Platform for your customers; (vii) You, your employees, and your customers will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication provider;
and (viii) You will not give access to the Platform or Services to a direct Competitor of Client IQ, (ix) You will not directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how or algorithms; (x) You will not modify, translate, or create derivative works based on the Platform (except to the extent expressly permitted by us); and (xi) You will not remove any proprietary notices or labels

1.4 Compliance. You will be solely responsible for your use of the Platform and Services, including (a) the quality and integrity of any data and other information, including Information, made available to us by or for you through the use of the Platform, (b) securing and maintaining proper insurance as required, and (c) compliance with all applicable laws and regulations including but not limited to HIPAA and other data privacy laws. Client IQ is not responsible for your compliance with laws and does not represent that your use of the Platform will comply with any laws, including but not limited to HIPAA, PCI, Gramm-Leach-Bliley Act, and other similar laws and regulation.

1.5 Privacy. By using the Platform and providing Information on or through the Platform, you consent to Client IQ's use and disclosure of the Information in accordance with the Privacy Policy available here and incorporated herein by reference. You agree that Client IQ has no responsibility or liability for the deletion or failure to store any Information or content maintained or transmitted on or through the Platform. When you provide your customers with access to the Platform, you must implement and enforce your own terms of service and Privacy Policy, providing the level of protection at least equal to that provided to you by Client IQ. You must obtain consent from your customers, affirmatively acknowledging that your customers agree to be bound by your privacy policy. You represent and warrant that you have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide your customers’ data to us for use and disclosure in accordance with these Terms and our Privacy Policy.

You may not use, resell, authorize or permit anyone to use, or license or make available data you obtain from People Data Labs, for any purposes prohibited in the People Data Labs Acceptable Data Use Policy posted here https://privacy.peopledatalabs.com/policies?name=acceptable-data-use-policy. You further agree to comply with applicable law when collecting personal data that will be sent to People Data Labs.

1.6 Login Credentials. You are responsible for maintaining the confidentiality of your Login Credentials. You are responsible for all uses of your Platform Account and Login Credentials, whether or not authorized by you. You agree to notify Client IQ immediately of any unauthorized access to or use of your Platform Account or Login Credentials or any other breach of security. Client IQ reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in Client IQ's opinion, you have violated any provision of these Terms. Platform Accounts are non-transferable. You are obligated to take preventative measures to prohibit unauthorized users from accessing your Platform Account with your Login Credentials. You give consent to Client IQ to access and monitor your Platform Account and your customer’s accounts for support and security purposes, and/or to perform its obligations under these Terms or to enforce these Terms.

1.7 Use of Communication Services. The Platform may include certain communications features such as SMS, MMS, email, voice call capabilities and other methods. Separate Communication Surcharges for these services may apply and will be charged to your invoice. If You use these features, You agree that You are exclusively responsible for all communications sent using the Platform, including compliance with all laws governing those communications including but not limited to the Telephone Consumer Protection Act (“TCPA”), the Do Not Call Registry Rules and the CAN-SPAM Act. You represent and warrant that you understand and will comply with those laws. Client IQ is not responsible for your compliance with laws and does not represent that your use of the Platform will comply with any laws. Client IQ is a technology platform communication service application provider ONLY. Client IQ does not originate, send, or deliver any communications to any recipient via SMS, MMS, email, or other communication method. You control the message, timing, sending, fraud prevention, and call blocking. All communications, whether SMS, MMS, email or otherwise, are created by and initiated by you and/or your customers, whether generated by You or sent automatically via the Platform at Your direction.
Communication Surcharges are subject to the LeadConnector Terms of Service.

1.8 Third Party Services. You may choose to access certain Third-Party Services through the Platform. You are responsible for enabling and managing the integration of each Third-Party Service. You acknowledge that by purchasing or integrating Third Party Services through the Platform, you grant permission to Client IQ to share your data with the Third-Party Services providers in order to facilitate the integration and use of the Third Party Services through the Platform. You also represent and warrant that You have the appropriate consents for importing any data (including data of your customers) that you request Client IQ to import from other Third-Party Services and/or are the rightful owner of such data. Client IQ is not responsible for, and Client IQ hereby disclaims any liability for, any act or omission of any Third-Party Services provider or the operation of any Third-Party Services, including access to, modification of, or deletion of data, regardless of whether Client IQ endorses, approves, promotes, or supports any such Third-Party Services. You hereby irrevocably waive any claim against Client IQ with respect to the content or operation of any Third-Party Services. Your use of the Third-Party Services is governed by Your agreement with such Third Party, including any supplemental policies imposed by the Third Party. You are solely responsible for reviewing and complying with any terms of use, privacy policies or other terms governing your use of these Third-Party Services, which you use at your own risk. Client IQ disclaims all liability related to outages or downtime of Third Party Services.

Client IQ does not guarantee the interoperation, integration, or support of any Third-Party Services nor give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services. Client IQ may, at any time, in its sole discretion, modify the Platform or Services, which may impact interoperation, integration, or support of Third-Party Services.

If you elect to pause or delete some or all of your Platform Account, certain features, functionality, or Services, including Third Party Services (such as LeadConnector phone numbers or email services), may not be recoverable or retrievable upon reactivation. If you pause some or all of your Platform Account for more than thirty (30) days, and Client IQ is still incurring costs on your behalf related to Third Party Services (such as the costs of securing a particular phone number on your behalf), Client IQ reserves the right to release the phone number or delete some or all of your Platform Account in its sole discretion, without liability to you.

1.9 Third Party Content. The Platform may include Third Party Content. Your use of Third Party Content is entirely at your own risk and discretion. All statements and opinions expressed in Third Party Content are solely the opinions and the responsibility of the third party and do not necessarily reflect the opinion of Client IQ. Client IQ is not responsible for Third Party Content and makes no endorsements, representations or warranties and assumes no liability, obligation or responsibility for Third Party Content. You are responsible for ensuring that your engagement or transactions with Third Party Content is in compliance with these Terms and any applicable laws.

1.10 Excessive Use Restrictions; Trials. Client IQ provides access to the Platform on a tiered-pricing basis, and some tiers can process more data with less impact on performance. We have no liability for the effect that your excessive data use may have on performance. If, in Client IQ's sole discretion, we determine that your data use is excessive, abusive, or has a negative effect on the Platform in anyway, we may (1) require that you upgrade your Services in order to continue your activity levels if your data use exceeds the intended use of your existing Platform tier or if Client IQ's operational costs to support your Platform usage exceeds the subscription price; (2) suspend or terminate your use of the Platform or Services, and/or (3) reduce the amount of data you are able to use.

Trial periods are not intended to be used consecutively. If we discover that you are doing back-to-back trials to avoid paying a subscription fee, then, without prejudice to any other remedies available under law, Client IQ reserves the right to suspend or terminate your use of the Platform or Services and further ban you from using the Platform or Services in Client IQ's sole discretion.

1.11 Platform Updates. Client IQ reserves the right to make updates or changes to the Platform at any time, including changes that may affect the previous mode of operation of the Platform. You agree that your use of the Platform or purchase of Services is not contingent on Client IQ's future delivery or release of any functionality or feature, including but not limited to the continuation of a certain Service or any Third-party Service.

1.12 International Use. If you are in an embargoed country or are a sanctioned person or entity, you are prohibited from using the Platform. Client IQ makes no representation that materials on the Platform are appropriate or available for use in locations outside the United States or Canada. Those who choose to access the Platform from other locations do so on their own initiative and at their own risk. If you choose to access the Platform from outside the United States or Canada, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. You agree to comply with all economic sanctions and export control laws, rules and regulations, including without limitation the regulations promulgated by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. Department of the Treasury’s Office of Foreign Assets Control (collectively,“Export Control Laws”). By using the Platform, you agree not to use, export, import, sell, release, or transfer the Platform, the Services, or any software or technology that supports the Platform or your content, or the Platform Content violating any such Export Control Laws. Specifically, and without limitation, the Platform, the Services, or any software or technology that supports the Platform, or your content, or Platform Content may not be exported, transferred, or released, or provide access (a) into any U.S. embargoed countries (including, without limitation Cuba, Iran, North Korea, Syria and the Crimea, Donetsk, and Luhansk regions, Russia and Belarus (a“Prohibited Jurisdiction”); or (b) to anyone included in the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable restricted party lists.

You represent, warrant and covenant that (i) You are not named on, or owned or controlled by any party named on, any U.S. government’s (or other government’s or international body’s) list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person, (ii) You are not a national of, located in, or an
entity (or a director/employee/agent/representative of such entity) registered in, any Prohibited Jurisdiction, or an entity that is or has been greater than 50% owned or controlled by any person or persons described in Clause (i) or (ii) and are not Military End Users and will not put Client IQ or the Platform to a Military End Use, as defined in 15 C.F.R. 744.21, (iii) You will not permit your users to access or use the Platform and/or Service or provide any services to any person(s) in violation of any Export Control Laws, (iv) no user data created or submitted by You is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws, and (v) You shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which You and Your Users are located. You further agree that You will not use the Platform and/or Services to disclose, transfer, download, export or re-export, directly or indirectly, any of your user data or your content to any country, entity or other party which is ineligible to receive such items under the Export Control Laws or under other laws or regulations to which You may be subject. You acknowledge that the Platform and/or Service and other software may not be available in all jurisdictions and that You are solely responsible for complying with the Export Control Laws. Any offer for any product, Services, and/or information made in connection with the Platform is void where prohibited. We reserve the right to terminate access to any Platform Account that we determine to be a prohibited end-user or engaging in prohibited end-use, without any liability to such user.

1.13 Artificial Intelligence Acceptable Use policy: Before using Artificial Intelligence (“AI”) features of the Platform, you must ensure that you are in a jurisdiction that allows AI usage. If you elect to use any AI-based features of the Platform, you are responsible for ensuring that you are using our AI-based features in compliance with our Artificial Intelligence Acceptable Use policy which is attached hereto as Exhibit B.

1.14 Domain Names. If you use the Platform to purchase a domain name, Client IQ will purchase it on your behalf, and Client IQ will be the listed registrant. You must use the domain name in compliance with these Terms. If requested by You in writing, Client IQ will transfer the domain name to you. A transfer fee may apply. You agree to indemnify and hold Client IQ harmless from any claim or demand, including reasonable attorneys’ fees, arising from your use of such domain, including any breach of these Terms and any violations of applicable laws as it pertains to use of the domain name.

1.15 Bug Bounty Program. Client IQ does not have a bug bounty program and does not pay bug bounties. Client IQ prohibits any third party access to the Platform or any Client IQ systems or networks, including any network penetration testing, security assessment or probing, except as expressly permitted by these Terms or as agreed to by Client IQ in a separate written agreement.

1.16 Ecommerce Products and Services. You are solely responsible for the Materials that you may sell through the Platform and/or Services (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations. You acknowledge and agree to provide public-facing contact information, a refund policy and order fulfillment timelines on Your store using the Platform. Client IQ does not provide refunds to your customers. Client IQ does not pre-screen Materials, and it is in our sole discretion to refuse or remove any Materials from any part of the Platform, including if Client IQ determines in its sole discretion that the Materials that you offer through the Platform, or the Materials uploaded or posted to the Platform, violate our Code of Conduct or these Terms. You agree that Client IQ can, at any time, review and delete any or all of the Materials submitted to the Platform and/or Services, although Client IQ is not obligated to do so. You acknowledge and agree that the Platform and/or Services are not a marketplace, and any contract of sale made through the Platform and/or Services is directly between You and the customer. You are the seller of record for all items you sell through the Platform and/or Services. You are responsible for the creation and operation of Your store, Your Materials, the goods and services that you may sell through the Platform and/or Services, and all aspects of the transactions between You and Your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or Your breach of these Terms. You represent and warrant that Your store, Your Materials and the goods and services you sell through the Platform and/or Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, Client IQ will not be the seller or merchant or record and will have no responsibility for Your store or items sold to customers through the Platform and/or Services. Client IQ reserves the right to provide our Services and/or Platform to Your competitors and make no promise of exclusivity. You further acknowledge and agree that Client IQ employees and contractors may also be Client IQ customers or merchants and that they may compete with You. Client IQ is not responsible for damages or lawsuits that arise if you break the law, breach this agreement or go against the rights of a third party. You need to ensure that the terms & conditions applicable to your transactions with your customers do not conflict with these Terms.

2. Code of Conduct.

You represent and warrant that, when using the Platform, you will comply with the Code of Conduct set forth in Exhibit A. Client IQ reserves the right to seek all remedies available to it in the event that You violate this Agreement, including the Code of Conduct, up to and including termination of your Platform Account.

3. Payment

3.1 Fees and Auto-Renewal. You agree to provide us with accurate and complete billing information (name, address, credit card information, and phone number) and notify us of any changes within 10 days of the change. Your use of the Platform is subject to the timely payment of your Fees. Fees may include, but are not limited to: subscription fees, Communication Surcharges, add-on service fees, or other usage-based or subscription-based Fees offered by Client IQ as incurred by you. Fee rates and amounts may change from time to time. Fees for subscription services will be billed in advance of Services on a monthly or annual basis, depending on your subscription plan. Usage-based fees, including but not limited to Communications Surcharges, are calculated based on usage and will be billed monthly as separate line items on your invoice. We will automatically charge the card on file when your Fees become due.

3.2 Wallets and Billing. Your Platform Account contains a “wallet” where you can pre-load funds to purchase Services through the Platform. In the event you have a negative wallet balance, we will automatically charge the credit card we have on file to cover the negative balance and add funds to avoid any overdrafts. You provide your consent for Client IQ to charge your credit card to avoid any overdrafts.

3.3 Late Payments and Payment Disputes. If, for any reason, your credit card company declines or otherwise refuses to pay the amount owed for the Services you have purchased, we will re-attempt to charge the card on file for a period of 7 business days. If, after re-attempting to charge your card, we are still unable to process the transaction, your Platform Account may be force-canceled for non-payment in Client IQ's sole discretion. Additionally, we may require you to pay any overdue Fees and other amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses. In the event that you dispute any charges on your invoice, You must notify us in writing within thirty (30) days of the invoice date. You must pay all invoiced Fees and charges while the dispute is pending or you waive the right to pursue the dispute. Where you are disputing any Fees or charges, you must act reasonably and in good faith and cooperate diligently with us to resolve the dispute. All Client IQ determinations regarding your obligation to pay invoiced Fees and charges are final.

3.4 Cancellations. You may cancel your subscription through your Platform Account, by submitting a support ticket, or by emailing our support team at [email protected]. You are solely responsible for the cancellation of Services associated with your account, and, subject to other provisions of these Terms, you will be responsible for all Fees incurred until such cancellation occurs. No refunds will be provided for your failure to properly cancel the Services associated with your account.

3.5 Refunds

3.5.1 Nonrefundable Fees. All Fees assessed by Client IQ are non-refundable, including subscription Fees, Communication Surcharges, and Client IQ's resale of Third Party Services, regardless of whether you actually accessed or used the Platform Account or Services during your subscription period. You are solely responsible for any excess Fees incurred by You as a result of an error or omission made by You or a third party. Client IQ does not provide Fee refunds or credits for such errors or omissions, or for partially used or unused Platform or Services subscriptions. Except as may be required by law, Client IQ reserves the right to issue or deny a refund or credit in its sole and absolute discretion, at any time, for any reason, and Client IQ's determination of if and when to issue or deny a refund or credit is final.

3.5.2 Pre-paid and Minimum Commitment Subscriptions. Client IQ resells some Services and Third Party Services that require pre-payment (including but not limited to ad-buying and other services). Unused or cancelled pre-paid services are non-refundable. Client IQ may, in its sole discretion, issue account credits for future services in the event that You elect to cancel any pre-paid services before the services are fully performed. Some subscriptions for Services require a non-cancellable minimum subscription commitment which cannot be canceled until the commitment is fulfilled. Fees for such non-cancellable minimum subscription commitments will continue to be automatically applied to your bill until the minimum commitment has been achieved. Some add-on services or products cannot be canceled or refunded once Client IQ has technically enabled such products and/or services on your Platform Account, including but not limited to the HIPAA package.

3.5.3 Wallet Credit Refunds. When Your Services are canceled, terminated or expired, it is Your sole obligation to request Client IQ to refund any amounts remaining in your account’s “wallet”. Any amounts remaining in the “wallet” for over thirty (30) days after expiration, termination or cancellation of your Platform Account, will be forfeited, and Client IQ has no obligation to refund such amounts.

3.6 Taxes and Government Assessments. All Fees are exclusive of any sales, VAT, GST and use taxes, levies, fees, duties, interest, penalties and other governmental assessments (“Taxes”) unless mentioned otherwise in these Terms. Business entities with a valid VAT or GST identification number should provide Client IQ with their VAT or GST identification number. You hereby confirm that Client IQ can rely on the VAT or GST number provided. Where applicable by law, Client IQ will shift the liability to pay VAT/GST on the Fees to you due to the application of a VAT/GST reverse charge mechanism. You are exclusively responsible for Taxes associated with your use of the Platform, including all Taxes associated with transactions you conduct with your customers. Client IQ may collect Taxes from you as part of the Fees as legally required or as Client IQ deems appropriate, and all Client IQ determinations regarding what Taxes to collect are final. Failure to provide Client IQ with a valid VAT or GST identification number may result in VAT or GST being assessed by Client IQ. If you provide a valid VAT or GST identification number after a Fee has been paid, the VAT and GST taxes charged will not be refunded. Client IQ may recalculate and collect additional Taxes from you if it determines at any point that they are due. You will indemnify Client IQ for all Claims related to Taxes that are associated with your activities on the Platform, including any Taxes related to your transactions with your customers as further described above. Taxes are nonrefundable. You hereby confirm that Client IQ can rely on the name and address that You provide to Client IQ when You agree to the Fees or in connection with Your payment method as being the place of supply for Tax purposes or as being the place of supply for VAT purposes where You have established Your business. Without limiting the generality of this Section 4.7, if any amount payable by You to Client IQ is subject to any withholding or similar taxes, You shall pay for all withholding taxes without any reduction in the Fees and Taxes charged above..

4. Intellectual Property

4.1 Platform Content. The Platform and Platform Content are the property of Client IQ or its licensors and are protected by copyright, trademark and other intellectual property laws, except as indicated below. Platform Content does not include User Contribution(s), as defined below. Client IQ grants you a personal, royalty-free, non-assignable, revocable, and non-exclusive license to access and use the Platform Content while using the Platform for the purpose of making the Platform available to You and Your customers. Any other use, including the reproduction, modification, distribution, transmission, republication, framing, display or performance of Platform Content without prior permission of Client IQ is strictly prohibited.

4.2 Client IQ Marks and Advertisements. Client IQ's name, logo, or Marks are trademarks and service marks of Client IQ and may not be used without advance written permission of Client IQ, including but not limited to as part of any company name or domain name or in connection with any product or service that is not provided by Client IQ, or in any manner that is likely to cause confusion, or in any manner that disparages, discredits, or misrepresents Client IQ. You may not remove any Client IQ Marks, name or logo or other proprietary notices, including, without limitation, attribution information, credits, and copyright notices that have been placed on or near the Platform or Platform Content. Other products or company names mentioned on the Platform may be trademarks or service marks of their respective owners. You will not (i) make any unauthorized representations, warranties or false, misleading or deceptive statements regarding Client IQ, its Platform and Services (ii) include Client IQ or any of its Services or the Platform in any of your comparative and/or marketing advertisements.

4.3 User Contributions. User Contributions are considered non-confidential and non-proprietary. You grant Client IQ, our service providers and each of their licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose User Contributions to third parties for the sole purpose of fulfilling Client IQ's obligations under these Terms. Client IQ is not responsible or liable to any third party for the content or accuracy of any User Contributions, nor do we endorse the User Contribution of third parties. Client IQ is not responsible for any failure or delay in removing User Contributions that violate the Terms. Client IQ reserves the right to delete or otherwise remove any User Contributions we deem to be in violation of these Terms, with or without notice, at any time, for any reason. You represent and warrant that: (i) You own or control all rights in and to the User Contributions and have the right to grant the license granted above; (ii) All of your User Contributions comply with these Terms; and (iii) You understand and acknowledge that you are responsible for the legality, reliability, accuracy and appropriateness of your User Contribution.

4.4 Prohibited User Contributions. You are prohibited from posting User Contributions on the Platform that: (i) Are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content; (ii) Victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or otherwise; (iii) Infringe any patent, trademark, trade secret, copyright, right of publicity, or other proprietary or intellectual property right of any party; or (iv) Breach the security of, compromise or otherwise allow access to secured, protected or inaccessible areas of the Platform, or attempt to gain access to other networks or servers via your Platform Account.

4.5 Feedback. If you provide Feedback, you agree and acknowledge that your submission of Feedback is voluntary, non-confidential, and gratuitous, and Client IQ and its affiliates have no obligation to use the Feedback. You grant Client IQ and its designees a perpetual, irrevocable, non-exclusive, fully-paid up and royalty-free license to use any Feedback you submit to Client IQ without restrictions or payment or other consideration of any kind, or permission or notification to you or any third party. The license includes, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Feedback, and all rights therein, in the name of Client IQ or its designees throughout the universe in perpetuity in any and all media now or hereafter known.

4.6 Feedback Waiver. You hereby irrevocably release and forever discharge Client IQ from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against Client IQ with respect to the Feedback, including without limitation how Client IQ directly or indirectly uses the Feedback. You agree that you are responsible for the content of the Feedback and further agree (at Client IQ's option and at your sole expense) to defend, indemnify, and hold Client IQ harmless from any and all actions, claims, and liabilities, demands, whether absolute or contingent and of any nature whatsoever, damages, losses, costs, fees, fines or expenses, including reasonable attorneys' fees, which Client IQ may incur as a result of use of the Feedback in accordance with these Terms.

4.7 Copyright; Digital Millennium Copyright Act. Client IQ is an online service provider and is afforded safe harbor from copyright infringement liability under the Digital Millennium Copyright Act under 17 U.S.C. § 512. If you believe that Your copyrights have been infringed by a Client IQ user, or that your intellectual property rights have been otherwise violated by a user of our Platform, you should notify us of your infringement claim in accordance with the procedure set forth below. You may submit a DMCA Takedown Request or a DMCA Counter-Notice by emailing [email protected]. If you include any personally identifiable information in your DMCA Takedown Request or Counter-Notice, you consent to the disclosure of that personally identifiable information when providing a copy of the Takedown Notice of Counter-Notice to the intended recipient and/or their representatives.

To be effective, the notification must be in writing and contain the information below. DMCA Takedown Requests or Counter-Notices that do not comply with the following requirements will be rejected and not processed:

For DMCA Takedown Requests:

- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

- a description of the copyrighted work or other intellectual property that you claim has been infringed;

- a description of where the material that you claim is infringing is located on the Platform, with enough detail that we may locate it;

- your address, telephone number, and email address;

- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and

- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

For Counter-Notices:

- your physical or electronic signature;

- identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

- a statement that you have a good-faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

- your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

4.8 Usage Data. Client IQ may access, collect, analyze, and use the data, information, or insights generated or derived from the provision, use and performance of the Platform, the Service and related software, programs, and technologies (“Usage Data”) in accordance with our Privacy Policy. Client IQ owns all such Usage Data. If Client IQ desires to disclose any Usage Data, then Client IQ will anonymize all Usage Data in such disclosure and disclose such Usage Data in aggregate form only in a manner that does not identify you or your customers and would not permit a third party to identify you.

5. Disclaimers

Client IQ makes no guarantees that your business will be profitable and that you will make money using the Platform or the Services. Except as otherwise set forth in these Terms, Client IQ is not providing any business opportunities with use of the Platform and/or Service.

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. YOUR USE OF THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. YOU AGREE THAT CLIENT IQ HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY INFORMATION OR CONTENT MAINTAINED OR TRANSMITTED ON OR THROUGH THE PLATFORM.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (D) CERTAIN FEATURES WILL BE ADDED TO THE PLATFORM, OR (E) THE QUALITY OF THE PLATFORM WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE THAT CLIENT IQ IS NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF YOUR DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK.

CLIENT IQ MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY OR THIRD PARTY SERVICES, OR IN CONNECTION WITH THE PLATFORM, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM FROM A THIRD PARTY OR THROUGH THIRD PARTY SERVICES IS PROVIDED SOLELY BY SUCH THIRD PARTY.

WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE PLATFORM, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE PRICING STRUCTURE AND THE ADDITION OF FREE OR FEE-BASED SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT SERVICES ON THIS PLATFORM SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

6. Limitation of Liability, Indemnification, and Mitigation

Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of the Platform or the Services shall be limited to the amount you paid us for Services purchased on the Platform during the three (3) month period before the act giving rise to the liability, provided however, this limitation will not apply to you if you only use the free Services, and in this case, if Client IQ determines to have any liability to you or any third party arising from your use of the free Services, then Client IQ's aggregate liability will be limited to one hundred U.S. dollars.

IN NO EVENT SHALL CLIENT IQ BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM MALICIOUS CODE, LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR THIRD PARTY SERVICES OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE PLATFORM.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY SERVICES OR DISRUPTIONS THEREOF, OR THIRD PARTY PROMISES AND/OR STATEMENTS REGARDING OUR PLATFORM SERVICES OR CONTENT OR FOR TRANSACTIONS WITH THE THIRD PARTY THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

You agree to defend, indemnify, and hold Client IQ harmless against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the Platform
(“Claims”), including, but not limited to: (a) our use of or reliance on information or data supplied or to be supplied by you, your employees, agents, or customers; (b) any breach of or default under these Terms by you, your employees, agents, or customers; (c) the wrongful use or possession of any Client IQ property by you, your employees, agents, or customers; (d) any negligence, gross negligence or willful misconduct by you or your employees, agents, or customers; (e) misrepresentations by you, your employees, agents, or customers (f) violation(s) of applicable law by you, your employees, agents, or customers, (g) your actions and the actions of your employees, agents, or customers; (h) the acts or omissions of you, your employees, agents, or customers in connection with providing notice and obtaining consents regarding the origination or content of the SMS or MMS messages, email or other communications using the Services, (i) Taxes and other Fees and/or (j) any disputes between (1) you and other users (2) you and your client(s) and/or (3) your customers.

If the Platform is found to violate any third-party intellectual property right, at our option we may: (a) obtain the right for you to continue to use the Platform as contemplated by these Terms; (b) modify or replace the Platform, in whole or in part, to seek to make the Platform non-infringing; or (c) require you to immediately cease any use of the Platform.

7. Limitation On Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

8. Injunctive Relief

You agree that a breach of these Terms will cause irreparable injury to Client IQ for which monetary damages would not be an adequate remedy, and Client IQ shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

9. Waiver And Severability

No waiver by Client IQ of a term or condition set forth in these Terms shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of Client IQ to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

10. Change of Control

Client IQ may assign its rights under these Terms at any time, without notice to you. You may not assign your rights under these Terms without Client IQ's prior written consent which may be withheld at Client IQ's sole discretion.

11. Entire Agreement

Except as noted below, these Terms constitute the sole and entire agreement between you and Client IQ with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform. These Terms may not be altered, supplemented, or amended by the use of any other document(s) unless such document is signed by an authorized representative of Client IQ.

Client IQ may enter into a separate agreement with you. The terms of any separate agreement between you and Client IQ will be considered a part of your entire agreement with Client IQ. To the extent there is a conflict between these Terms and the terms of your separate agreement with Client IQ, your separate agreement with Client IQ will control.

12. Term and Termination

These Terms will remain in full force and effect so long as you maintain a Platform Account. The sections of these Terms that are intended to survive termination of your Platform Account will remain binding even after you are no longer a Platform user.

12.1 Grounds for Termination. You agree that Client IQ, in its sole discretion, may suspend or terminate your access to the Platform (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Platform, and reporting you to the proper authorities, if necessary. Client IQ reserves the right to delete Platform Accounts that have remained inactive for ninety (90) days or more.

12.2 No Right to Services Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Platform will immediately cease. Client IQ is not liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us with regards to your Platform access.

12.3 No Termination by Third Party Users. Client IQ has limited access to subscriptions not directly purchased from us. Any user who has been given access to the Platform by any party other than Client IQ must contact the party who originally provided access to the Platform for any inquiries related to termination.

12.4 Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the Platform or any associated product or service through the Platform arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

13. Communications and Contact Information

All notices to a party shall be in writing and shall be made via email. Notices to Client IQ must be sent to [email protected]. You agree to allow us to submit notices to you either through the email address you provided when registering, or to any address we have on record. Notices are effective on receipt.

Client IQ may contact you regarding these Terms using any information you provide, or by any other means if you do not provide contact Information. If you no longer wish to receive communications from Client IQ, you can click on the “unsubscribe link” provided in such communications or contact us at [email protected].

When you create a Platform Account, you must designate a primary email address that will be used for receiving electronic communication related to these Terms. Client IQ will never send you an email requesting confidential information such as account numbers, usernames, or passwords, and you should never respond to any email requesting such information. If you receive such an email purportedly from Client IQ, do not respond to the email and notify Client IQ by emailing us at [email protected].

14. Definitions

14.1 “Communication Surcharges” means any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges related to your use of the Platform.

14.2 “Competitor” shall include, but not be limited to, any entity carrying on a business of marketing and sales platform, SaaS, any entity offering one or more services offered by the Platform, or any entity carrying on a business similar to the business of Client IQ Inc. and its subsidiaries, as determined by Client IQ in its sole discretion.

14.3 "Feedback” means ideas You provide to Client IQ regarding improvements, enhancements, new features, new products, or other concepts related to the Platform, Services, or other services, products, matters related to Client IQ's or its affiliates’ business. “Feedback” includes any ideas posted to Client IQ's ideaboard.

14.4 “Fees” means any fees associated with the Platform, including but not limited to the monthly subscription services fee and any fees associated with add-in Services that you may purchase.

14.5 "Client IQ Marks” means the Client IQ name and related logos and service marks of Client IQ.

14.6 “Information” means data about You and Your customers that Client IQ collects on the Platform, including but not limited to information required to create a Platform Account and use the Platform for the intended purpose.

14.7 “Login Credentials” means the username and password used to access your Platform Account, including API keys and access to third party integrations used with the Platform.

14.8 “Materials” means Your trademarks, copyright content, any tangible products or services you sell through the Platform (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to Client IQ or its affiliates.

14.9 “Platform” means any Services, Training, content, functionality, communication channels, and software or other services or features offered to customers on or through Client IQ's website or mobile application.

14.10 “Platform Account” means the account you created in order to access and use the Platform.

14.11 “Platform Content” means content, data, features, and functionality, including but not limited to text, graphics, videos, logos, button icons, databases, music, sounds, images, or other material that can be viewed on the Platform. Platform Content does not include User Contributions.

14.12 “Prohibited Uses” means the behaviors described in Section 3.

14.13 “Services” means the variety of product integrations and services that Client IQ makes available on the Platform. Services may include Third Party Services.

14.14 “Third Party Content” means content, promotions or offers provided by third parties or links to external third-party websites that may be accessible on the Platform.

14.15 “Third Party Services” means third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services offered by a third party through the Client IQ Platform. This includes but is not limited to applications downloaded from the Client IQ Marketplace, integrations with third party applications, or any functionality that is provided by a third party through the Platform.

14.16 “Training” means any training, information or suggested usages conveyed by Client IQ about the Platform.

14.17 “User Contributions” means content or materials that you post, submit, upload, publish, display, or transmit on or through the Platform or to Client IQ directly.

14.18 “You” or “you” or any derivatives thereof means the individual who accepted the Terms or the business entity that the individual represents. “You” also includes any and all agents, employees, or third parties that are authorized to act on your behalf.