Terms of Service

TERMS OF SERVICE

Last Updated: September 11, 2026

ABOUT THESE TERMS OF SERVICE

The Services are offered to Client subject to its acceptance of these Terms of Service (the “Terms”). When the Services are accessed or used by a Client or when Client otherwise indicates assent to these Terms, these Terms form a legally binding contract between Client and Company. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY, SUCH AS YOUR EMPLOYER, OR THE COMPANY YOU WORK FOR, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ENTITY, IN WHICH CASE THE TERMS “YOU,” “YOUR”, “CUSTOMER” OR A RELATED CAPITALIZED TERM HEREIN WILL REFER TO SUCH ENTITY.

The Terms is a contract that governs Clients’ use of the Services and includes all additional terms and documents incorporated herein by reference including the Privacy Policy.

BY REGISTERING FOR, PURCHASING ACCESS TO, ACCESSING, AND/OR USING THE SERVICES OR OTHERWISE INDICATING ASSENT, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

THESE TERMS ARE SUBJECT TO AN ARBITRATION PROVISION THAT APPLIES TO THE SUBSCRIPTION TO OR USE OF COMPANY’S SERVICES. THAT ARBITRATION PROVISION CAN BE FOUND AT SECTION 15 BELOW. THE ARBITRATION PROVISION APPLIES TO COMPANY CLIENTS OR SUBSCRIBERS AND DOES NOT ENCOMPASS DISPUTES BETWEEN COMPANY AND PERSONS MERELY BROWSING COMPANY’S WEBSITE. If you do not agree to arbitrate disputes with Company, then do not subscribe to, or purchase Company’s products.

DEFINITIONS

“Account” means the primary means for accessing and using the Services.

“Administrator” means a User(s) of an Account which the Client has granted a special authorization to manage the Client’s Account.

“Affiliates” means any legal entity that controls or owns more than 50% of such entity’s outstanding shares or securities, is controlled by, or under common control with a party.

“AI Functionality” means any aspects of the Services that are powered by artificial intelligence, machine learning or similar technologies.

“Beta Service” means any functionality that is in development or has not been commercially released as a final product.

“Client” means the legal person or entity establishing an Account to receive access to the Services as identified in the sign-up process.

“Client Data” any information processed by Client through the Services. Client Data excludes the Materials.

“Credentials” means all usernames, passwords, and other access credentials created by or assigned to Client and each of its Users for use of the Services.

“Fee” means the subscription fees and any additional fees owed for using the Services.

“Feedback” means any comment, bug report, feedback, suggestion or modification for the Services that a Client or a User provides to Company.

“Free Trial” means temporary access for the purposes of trying out any part of the Services.

“Input” means any text, data, prompts, files, voice recordings, or other content that the Client or its Users provide directly to AI Functionality, makes available to AI Functionality by enabling or using a feature of the Services, or that is otherwise processed by AI Functionality in the course of providing or maintaining the Services.

“Intellectual Property Rights” means the worldwide legal rights or interests in any ideas, designs, architectures, concepts, methods, processes, techniques, apparatus, inventions, discoveries, improvements, technology, know-how, computer programs, databases, and works of authorship, including the following and all rights arising out of or associated therewith: (i) all United States and foreign patents and utility models and applications therefor; (ii) all trade secrets, know-how and confidential or proprietary information; (iii) all copyrights, whether registered or unregistered, and applications therefor, all common-law rights, moral rights; (iv) trademarks, service marks, and trade dress; (v) mask work rights; and (vi) any similar, corresponding, or equivalent rights to any of the foregoing anywhere in the world.

“Marketplace” means an online directory, catalog or marketplace of applications and integrations that interoperate with the Services and expert partners found at https://thrivoiq.com.

“Non-Company Application” means any software application or functionality that interoperates with the Services that is not created by Company.

“Output” means any text, data, content, suggestions, summaries, transcriptions, or other results generated or returned by AI Functionality, whether in response to a direct Input or as part of a feature’s functionality.

“Never Quit” or “Company” means Never Quit LLC, a Nevada limited liability company, ThrivoIQ, Find Senior Living Now or any other of its Affiliates.

“Company Data” means the following: (i) data that Company provides to you in or through the Services, (ii) non-personally identifiable data that results from Client’s use of the Services and (iii) aggregated or anonymized data created by Company as authorized by these Terms.

“Materials” means the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, algorithms, models and all other elements of the Services, including Company Data.

“Services” means the content, services, and/or products offered by Company and/or access that Company provides to Client to the Platform and the content, services and/or products, and functionality, including AI Functionality, available on or through the Platform.

“Subscription Term” means the period Client is permitted to use the Services commencing on the date of purchase of the Subscription and concluding on the date of expiration of the Subscription. “Subscription Term” includes the initial Subscription Term and all successive renewals.

“Third-Party Providers” means any third parties that provide Non-Company Applications and any third parties that Client engages to provide integration services, software development services, or other services in relation to Client’s use of Company.

“Platform” means the Company customer relationship management application.

“Privacy Policy” means the policy, as set forth at https://thrivoiq.com/legal/privacy, which describes how Company collects, receives, uses, stores, shares, transfers, and otherwise processes Personal Data (as defined in the Privacy Policy) in connection with Client’s use of the Services. It also describes Client’s choices regarding use, as well as Client’s rights regarding its Personal Data.

“Renewal Date” means the date the Client’s Subscription will automatically renew (annually or monthly depending on the Subscription selected) subject to earlier termination or cancellation as expressly permitted in these Terms.

“Reseller” means a third-party entity that is authorized by Company to resell Services to Clients.

“Seat” means a single license to access and use the Services on which the Fee is based and to which a User may be assigned.

“Sensitive Information” means information requiring special protection under applicable laws. This includes identifiers (e.g., Social Security numbers, passports, driver’s licenses) or any portion thereof, financial data (e.g., credit card numbers, bank account details), information about children, health and genetic data, any data revealing racial or ethnic origin, political opinions, religious beliefs, trade union membership, biometric data, sexual orientation, or criminal history. It also covers unhashed passwords and other data classified as “sensitive” or “special” under GDPR or any other applicable law relating to privacy and data protection.

“Scope of Use” means Client’s entitlements to the Platform specified in the Subscriptions and any purchased Use Packs.

“Subscription” means usage rights and functionality and associated fees, selected by Client for any Services all of which is set forth at https://thrivoiq.com.

“Terms” means these Company Terms of Service including all terms incorporated herein by reference and the Privacy Policy.

“Use Pack” means a one-time purchase of increase in the Scope of Use.

“User” means an individual to whom Client grants rights and privileges to use the Account on behalf of a Client.

SUBSCRIPTIONS

To use the Services, Client must first select and pay for a Subscription that includes access to the Platform. Client may be given the opportunity to increase Client’s Scope of Use by purchasing an additional Subscription for additional entitlements (such as use by more Users) or by purchasing a Use Pack.

SERVICES

Use of the Services

Subject to these Terms, and the payment of the applicable Fee, Company grants Client and its Users the right to access and use the Services in accordance with Client’s Scope of Use and only during the Subscription Term. The Services may not be used for the benefit of anyone other than the Client.

Client is responsible for determining whether the Services are suitable for Client’s intended use and for ensuring that Client’s use of the Services is sufficient to meet Client’s own legal and regulatory obligations. Company does not warrant that the Services will satisfy legal, regulatory, or industry-specific requirements applicable to Client’s business.

Modifications to Services

Company reserves, in its sole discretion, the right to modify the Services or any part or element thereof from time to time without prior notice. Company shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of any element of the Services.

Users; Credentials

Client may authorize Users to access and use the Platform solely: (i) in accordance with the Client’s Scope of Use; and (ii) for the benefit of Client. Client shall ensure its Users comply with these Terms and Client is responsible for all activities of its Users, including any purchases, use of Non-Company Applications, and how Users access and use Client Data.

Each Seat permits one User to access and use the Services. A User may only be assigned to one Seat at a time. Fees accrue upon the purchase of a Seat regardless of whether a User has been assigned to that Seat.

Each User must have their own Credentials. Credentials may not be shared or used by multiple persons. Credentials may be reassigned to a new User replacing a former User who no longer uses the Services. Company reserves the right, in its sole discretion, to terminate or suspend any User’s Credentials that Company determines may have been used by an unauthorized third party or in an unauthorized manner. Company will provide prompt notice of any such termination, or suspension to Client. Client is responsible for maintaining the confidentiality of all Credentials and is solely responsible for all activities that occur with such Credentials. Client must promptly notify Company of any actual or suspected, disclosure, loss or unauthorized use of any Credentials.

Selecting and Changing Subscriptions; Subscription Terms

The initial Subscription Term for each Subscription is either monthly or annual and, unless the Subscription Term is terminated in accordance with Section 14, each Subscription will automatically renew for successive renewal Subscription Terms. Annual Subscriptions will automatically renew for successive years and monthly Subscriptions will automatically renew for successive months.

Client may upgrade or downgrade a Subscription at any time by selecting a new Subscription. Subscription upgrades will be effective immediately and Client’s payment method on file will be charged for the difference in price between the existing Subscription and the new Subscription for the remainder of the then-current Subscription Term. Subscription downgrades will be effective on the next Renewal Date. The Client’s payment method on file will automatically be charged the Fee for the new Subscription. If, after the commencement of a Subscription Term, Client elects to downgrade a Subscription, this may cause the loss of features, functionality, capacity of the Account, as well as the loss of Client Data. For the avoidance of doubt, no refund of any prepaid or outstanding Fees will be provided to the Client for the price difference between Subscriptions if the Client downgrades a Subscription during a Subscription Term. If the Subscription was purchased through a Reseller then Fees owed for upgrades will be addressed directly with the Reseller.

Administration of Client’s Account

Client acknowledges that it has administrative control over, and is responsible for, who it grants access to Client Data hosted in the Services. Client may specify a User to be the billing owner and, depending on the Subscription, one or more Users to be an Administrator to manage its Account. Company is entitled to rely on communications from an Administrator when servicing Client’s Account. Client’s Administrator(s) may have the ability to access, monitor, use, and/or export Client Data as well as change User rights. Client will provide any information requested to confirm User identity. In the event that the Client loses access to an Account or otherwise requests information about an Account, Company is under no obligation to provide access or information until: (i) Company has been provided all requested information regarding User identity and (ii) the Client and requesting User have signed an indemnity regarding the access or information provided.

Technical Support

Company shall provide the technical support to Client and its Users set forth in the Client’s Subscription.

Free Trial

Upon expiration of a Free Trial, if any, of the Platform, the Account will be immediately deactivated. In order to prevent deactivation, or to reactivate the Account, Client must select a Subscription and pay the Subscription’s Fee. If a Client unsubscribes from the Free Trial before expiration of the same, the Client’s access to the Platform and Account shall be immediately restricted. If a Subscription is not selected and paid for before the expiration of the Free Trial, Company may permanently delete the Account, in its sole discretion, including all Client Data as specified in the Privacy Policy. If Client does not cancel the Account before the end of the Free Trial, Client acknowledges and accepts that its billing information will be automatically charged for a Subscription at the end of the Free Trial period.

Beta Services

Clients may access and use Beta Services for testing and evaluation purposes. Company reserves the right, in its sole discretion, to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any Beta Services, with or without notice to Client. By using the Beta Services, you agree that Company may collect, store, and analyze your Input, Output and usage to improve and develop the Services and you agree to provide to Company an irrevocable, perpetual license to your Input solely for these purposes. If the Beta Services involve AI or machine learning capabilities, you acknowledge and agree that Company may use your Client Data, including your Input and Output to train or refine such capabilities solely for the purpose of providing the Beta Services to you. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, COMPANY WILL NOT BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY CLAIMS WHATSOEVER RELATED TO OR ARISING OUT OF BETA SERVICES, OR CAUSED BY THE MODIFICATION, SUSPENSION OR DISCONTINUANCE OF BETA SERVICES, FOR ANY REASON.

Non-Company Applications; Third-Party Providers

Company or third parties may make available Non-Company Applications and provide a directory of certain Third-Party Providers, via the Marketplace, or their own websites. The terms and conditions regarding the use or receipt of Non-Company Applications and relationships with Third-Party Providers are between Client and the Third-Party Provider and any exchange of data between Client and such Third-Party Provider is solely between Client and the applicable Third-Party Provider. Any questions, concerns or disputes that arise based on Client’s use of Non-Company Applications or services or materials of Third-Party Providers should be addressed directly with such Third-Party Provider.

Company does not warrant, or support Non-Company Applications or any services or materials provided by Third-Party Providers. Company does not recommend any particular Third-Party Provider and the existence of a directory and search functionality (such as a recommendation engine) should not be interpreted as Company recommending a Non-Company Application or Third-Party Provider.

Company is not responsible for any disclosure, modification or deletion of Client Data resulting from access to a Non-Company Application or its provider. Clients should be aware that Non-Company Applications may enable users of the Non-Company Applications to have access rights to Client Data that are typically reserved to Administrators. The Services may contain features and functionality designed to interoperate with Non-Company Applications, but Company cannot guarantee the continued availability of such features, functionality or interoperability and may cease providing them without notice and without entitling Client to any compensation. CLIENT AGREES COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS ARISING FROM OR RELATING TO NON-COMPANY APPLICATIONS OR THIRD-PARTY PROVIDERS.

AI Functionality

Certain features of the Services may incorporate AI Functionality as a core component. Where AI Functionality is integrated into the Services in this way, Client’s use of the relevant features constitutes use of AI Functionality and these terms apply accordingly.

When Client, or its Users use AI Functionality, it may process Inputs and provide Outputs generated and returned by the AI Functionality based on the Input. Inputs and Outputs may include Client Data.

Client must ensure that Inputs and use of the AI Functionality or any Output does not violate any laws or agreements applicable to Client. You are solely responsible for the development, content, operation, maintenance and use of any Input or Output. Due to the nature of artificial intelligence and machine learning, an Output may not be accurate or reliable and Client should independently review all Output prior to using or sharing the Output. Company does not provide any guarantee of accuracy.

Artificial intelligence and machine learning models can improve over time to better address specific use cases. We do not permit third parties to use Client Data to improve or train their AI models.

Client may not use AI Functionality to mislead any person that Output from the AI Functionality was solely human generated. Due to the nature of machine learning and the technology powering the AI Functionality, Output may not be unique and AI Functionality may generate the same or similar output to other services.

Client acknowledges that certain elements of the AI Functionality are powered by third-party AI service providers (“AI Service Providers”) and agrees that Company may share Inputs and Outputs (including Client Data) with AI Service Providers to facilitate the provision of AI Functionality. For Beta Services that include AI Functionality, additional AI Service Providers may apply and will be identified in the applicable Beta-specific or supplemental terms.

Client may not use AI Functionality in a manner that violates any terms, applicable laws or any policy of any AI Service Provider. Client agrees that Company shall not be liable for any acts, errors, omissions or breaches committed by AI Service Providers in connection with the provision of AI Functionality or Services.

RESTRICTIONS

Prohibited Activities

Client and its Users may only use the Services within the Scope of Use and in accordance with these Terms and applicable law. Client and any Users may not (and must not permit anyone else to): (i) copy, modify, or create derivative works of the Company Materials or Services, in whole or in part; (ii) decrypt, circumvent, bypass, breach, or disable any security or other technological features or measures of the Services or Company Materials; (iii) access or attempt to access or use the Services for purposes of competitive analysis or the development, provision, or use of a competing software service or product; (iv) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to a third party including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service (other than a User as expressly permitted by these Terms); (v) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Company Materials, in whole or in part; (vi) remove any proprietary notices from the Services; (vii) perform any security or penetration testing of the Services or Company Materials; or (viii) use the Services in any manner that is in violation of applicable law. However, where Client has other rights under statute that make any portion of the foregoing contractual prohibition void, Client agrees to provide Company with reasonably detailed information regarding any intended disassembly or de-compilation. Client may not access the Services if Client is or becomes a direct competitor of Company.

Trade Control Compliance

The Client, any User, or agent (“Third Party”) hereby represents, warrants, covenants, and agrees that, with respect to the Services:

Third Party has complied and shall comply with, and shall cause its directors, officers, employees, and agents to comply with the United States, and to the extent Company’s Services are offered to non-U.S. residents, the European Union, and any other applicable foreign economic, trade, and financial sanctions laws and regulations, including economic and trade sanctions administered by the US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the US Department of State, the Council of the European Union, the Australian Sanctions Office and Global Affairs Canada (collectively, “Sanctions”), and US, EU and applicable foreign laws and regulations pertaining to export controls, including those administered by the US Departments of Commerce and State (collectively, “Trade Controls”).

Third Party shall take no action, directly or indirectly, that would cause Company or any of its Affiliates, or any of their respective officers, directors, employees, or representatives, to violate any Sanctions or Trade Controls.

Neither the Third Party nor any of its officers or directors, employees, and any agents or other representatives acting on their behalf (i) has been or is designated on any applicable Sanctions- or export-related list of restricted or blocked persons maintained by any governmental authority with jurisdiction over the parties, including but not limited to OFAC, the US Department of State, the European Union, the Australian Sanctions Office and Global Affairs Canada, (ii) is located in, organized under the laws of, or resident in any country or territory that is itself the subject of any sanctions or embargoes by any governmental authority, (iii) is or has been greater than 50% owned or controlled by any person or persons described in clause (i) or (ii) (collectively with (i) and (ii), a “Restricted Person”), or (iv) has or will provide the Services to any persons described in clauses (i)-(iii).

Third Party will promptly notify Company if Third Party or any personnel employed by or affiliated with Third Party: (i) commits any actual or potential breach of Sanctions or Trade Controls in relation to the Services, or (ii) becomes a Restricted Person.

Company, in its sole discretion, shall have the right to immediately terminate the access to, or use of the Services without notice or liability to Third Party, if Third Party, or any person employed by or affiliated with Third Party, takes any action in violation of the provisions described in this Section 5 or if Company determines, in its sole discretion, that the Third Party’s continued use of the Services could violate Sanctions or Trade Controls.

Terms of Use; Take Down

Company endeavors to comply with all laws, including the US Digital Millennium Copyright Act, and reserves the right to remove any Client Data from the Platform upon receipt of a compliant takedown notice, including any judicial orders or notices.

COMPANY’S RESPONSIBILITIES

Provision of Services

Company will (i) make the Services available to Client pursuant to these Terms, (ii) provide support as outlined in Section 4(f) for the Services to Client, and (iii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Company will use reasonable efforts to give advance electronic notice such as via an in-Platform or Website banner), and (b) any unavailability arising from circumstances beyond Company’s reasonable control, including, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, pandemic, war, strike or other labor problem, Internet service provider failure or delay or denial of service attack, passage of law or any action taken by a governmental or public authority, including imposing an embargo.

Protection of Client Data

Company will maintain reasonable administrative, physical, and technical safeguards designed to maintain the security, confidentiality and integrity of Client Data. Those safeguards will include measures designed to prevent unauthorized access, use, modification or disclosure of Client Data. Additionally, Company shall only access, use, or modify Client Data: (i) to provide and maintain the Services and prevent or address service or technical problems, (ii) as compelled by law in accordance with Section 8(d) (Compelled Disclosure) below, (iii) as permitted by these Terms, or (iv) as Client or User otherwise expressly permits in writing.

FEES/PAYMENT

If Client purchases access to the Services through a Reseller, this Section 7 shall not apply and any payment terms shall be set forth in Client’s agreement with such Reseller.

Fees

Client will pay all Fees specified for the selected Subscription. Fees may be specified on the Website, during the sign-up process, or in other notices from Company. Fees are due in advance upon the start of a Subscription Term and each Renewal Date. All Fees are non-refundable. For avoidance of doubt, there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, deactivated the Account or terminated these Terms during a Subscription Term, downgraded a Subscription, or where an Account is terminated or suspended by Company in accordance with these Terms. All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise herein. Client is solely responsible for the payment of such taxes, levies or duties. Company reserves the right to modify the Fees for any Subscription upon at least one month’s prior notice to Client, provided that any such modification will not take effect until the next Renewal Date for existing Subscription Terms.

Payment

Client authorizes Company to automatically charge Client the applicable Fees on or after the start of the Subscription Term and each Renewal Date. If a Client wishes to reduce the number of Seats, change Subscriptions, or cancel a Subscription, it must do so prior to the Renewal Date. Clients may cancel their Subscription anytime as outlined below, which cancellation will be effective as of the end of the then-current Subscription Term. For the avoidance of doubt, under no circumstances will a cancellation nor a downgrade in Subscription result in a refund, partial or otherwise, of Fees paid.

Payment Card Authorization

Company and its Affiliates may seek pre-authorization of Client’s payment card account prior to its purchase of Services in order to verify that the payment card is valid and has the necessary funds or credit available to cover any purchase. Client agrees to approve such card pre-authorization and authorizes Company to charge all Fees to such card account. Client agrees to provide Company updated information regarding its payment card account upon Company’s request and any time the information earlier provided is no longer valid.

Direct Debit Payments

If Client agrees, Company may elect that Client complete a bank debit mandate to enable bank debit payments. In such cases, Company shall comply with all applicable national rules and regulations related to direct debit payments.

Payment Service Providers

Company uses Stripe to process Client’s bank debit payments. More information on how Stripe processes Client’s personal data and Client’s data protection rights, including Client’s right to object, is available at https://thrivoiq.com/legal/privacy.

Electronic Invoice

If Company has not sought pre-authorization of Client’s payment card, then before each Renewal Date, Client will be issued an electronic invoice for the Fee due. Client must pay the invoice by the due date indicated on the invoice.

Late Payment Charges; Suspension

If Client does not pay all amounts when due: (i) those amounts may accrue late interest at the rate of 3.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; (ii) Client will reimburse Company for all costs reasonably incurred by Company in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) Company may immediately suspend all access to the Client’s Account. Client will have 180 days to provide an authorized payment method to reactivate their Account, otherwise Company may permanently delete the Account, including all Client Data.

CLIENT DATA/SENSITIVE INFORMATION/PRIVACY

Rights to Client Data

Client retains all of Client’s rights, title and interest in and to the Client Data.

Client represents, warrants and covenants that: (i) Client either owns its Client Data or has the necessary licenses, rights consents, and permissions to grant the rights and license set forth in these Terms, and (ii) the use of Client Data as part of the Services, or Company’s or any Company’s licensee’s use of such Client Data pursuant to these Terms, does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any Intellectual Property Right, privacy right, publicity right, or other rights of any person or entity; (b) violate any applicable law or regulation anywhere in the world; or (c) require Company to obtain a license from or pay any fees and/or royalties to any third party for the exercise of any rights granted in these Terms.

Client hereby grants to Company a non-exclusive, term-limited, sublicensable (through multiple tiers), worldwide, royalty-free and fully paid license to reproduce, distribute and otherwise use and display the Client Data to provide the Services. For clarification, to the extent permitted by applicable law, Company may use Client Data to support and develop features and functionality within the Services and similar products and services.

Company may also analyze system activity data associated with use of the Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the Services operate, and to create new features and functionality in connection with the Services in the sole discretion of Company. During or after the use of the Services by Client, Company may, and Client hereby instructs Company to, anonymize or aggregate Client Data and use such anonymized or aggregated data for any purpose.

Responsibility for Client Data

Client is solely responsible for Client Data, including the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data as well as the consequences of posting or publishing Client Data on or through the Company Services. Client shall ensure that Client Data complies with these Terms.

Sensitive Information and Unlawful Client Data

CLIENT ACKNOWLEDGES THAT THE SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY CLIENT AGREES NOT TO USE THE SERVICES TO COLLECT, STORE, MANAGE OR PROCESS SENSITIVE INFORMATION. COMPANY WILL NOT HAVE, AND COMPANY SPECIFICALLY DISCLAIMS, ANY LIABILITY THAT MAY RESULT FROM CLIENT’S BREACH OF THIS SECTION.

Company has no obligation to screen or monitor Client Data, or its use by Client. Nonetheless, if Company has reason to believe that Client Data may not conform to the requirements of these Terms, or violate the rights of others (including relating to a takedown request), then Company may: (i) limit access to, or remove or delete, the relevant Client Data, and/or (ii) suspend Client’s or any User’s Account.

Services are not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA). It is Client’s sole responsibility to ensure that Client’s use of the Services including features such as call recording and AI Functionality is in compliance with all applicable laws including industry-specific regulation and any requirements relating to the use of artificial intelligence, automated decision-making, or the recording or monitoring of communications.

Compelled Disclosures

Company may disclose a Client’s confidential information (including Client Data) to the extent compelled by law to do so. Company will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Company is compelled by law to disclose Clien’'s confidential information as part of a civil proceeding to which Company is a party, and Client is not contesting the disclosure, Client will reimburse Company for its reasonable cost of compiling and providing access to that confidential information.

Privacy

Company’s Privacy Policy is available at https://thrivoiq.com/legal/privacy.

CONFIDENTIALITY

Definition of Confidential Information

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and/or the circumstances of disclosure. Confidential Information of Client includes Client Data; Confidential Information of Company includes the Services and the Company Materials. Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

Protection of Confidential Information

The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.

Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

INTELLECTUAL PROPERTY RIGHTS

Company’s Intellectual Property Rights

Client acknowledges that, as between Company and Client, Company and its Affiliates own all Intellectual Property Rights associated with the Company Materials and Company trade names and trademarks. Company Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Except as set forth in these Terms, Client’s use of the Services and Company Materials, and any parts or elements, does not grant to Client any ownership right or intellectual property rights therein. Company reserves all rights not expressly granted to Client in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any Intellectual Property Rights or other right, title, or interest in or to the Services, Platform, Company Materials and Company trade names and trademarks.

Feedback

If a Client or a User provides Company with any Feedback, Company shall have the right to use such Feedback at its discretion, including the incorporation of such suggested changes into the Services.

Client or User hereby grants Company a perpetual, irrevocable, nonexclusive, assignable, sub-licensable (through multiple tiers), royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use Feedback for any purpose.

DISCLAIMERS; NO WARRANTY

THE SERVICES ARE NOT INTENDED TO AND DO NOT CONSTITUTE LEGAL, FINANCIAL, OR REAL ESTATE ADVICE, NOR OTHER ADVICE OF ANY KIND. THE ACCURACY, COMPLETENESS, ADEQUACY OR CURRENCY OF THE SERVICES AND INFORMATION ASSOCIATED THEREWITH IS NOT WARRANTED OR GUARANTEED. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.

COMPANY IS NOT A LICENSED REAL ESTATE AGENT AND DOES NOT OFFER REAL ESTATE BROKERAGE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, COMPANY MATERIAL, PLATFORM AND ANY CONTENT AND FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED AND COMPANY AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WHETHER EXPRESS, IMPLIED, ARISING BY LAW, USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, AND RELIABILITY.

NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE THAT ARE NOT CONTAINED IN THESE TERMS SHALL BE DEEMED TO BE A WARRANTY, CONDITION, REPRESENTATION, OR GUARANTY BY COMPANY. WITHOUT LIMITING THE FOREGOING, COMPANY AND ITS AFFILIATES DO NOT WARRANT (I) THAT THE SERVICES AND ANY CONTENT OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICES WILL BE FREE FROM ANY INTERRUPTIONS, DELAYS, INACCURACIES, SERVER DOWN-TIME, ERRORS, OR OMISSIONS, (II) THAT DEFECTS WILL BE CORRECTED, (III) THE PERFORMANCE OR RESULTS CLIENT MAY OBTAIN BY RECEIVING OR USING THE SERVICES, OR (IV) THAT THE SERVICES WILL MEET CLIENT’S OR ANY OTHER PARTY’S REQUIREMENTS.

ALL PROFESSIONAL SERVICES, INCLUDING BUT NOT LIMITED TO IMPLEMENTATION, DATA IMPORT, TRAINING, CONSULTING, AND SUPPORT SERVICES, ARE PROVIDED ON AN “AS-IS” BASIS WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE CLIENT ACKNOWLEDGES THAT RESULTS FROM SERVICES MAY VARY AND THAT COMPANY DOES NOT GUARANTEE ANY SPECIFIC OUTCOMES OR RESULTS FROM SUCH SERVICES. BY PROVIDING COMPANY OR ITS REPRESENTATIVES WITH ACCESS TO THE CLIENT’S ACCOUNTS, WHETHER DIRECTLY OR VIA A THIRD-PARTY APPLICATION, THE CLIENT CONSENTS TO SUCH ACCESS AND AGREES THAT COMPANY SHALL NOT BE LIABLE FOR ANY ISSUES, ERRORS, OR DAMAGES ARISING FROM SUCH ACCESS OR RELATED ACTIONS.

INDEMNIFICATION

Company Indemnification

Subject to the exclusions below, Company will, at Company’s expense, defend and/or settle any claim, suit or proceeding brought by a third party against Client or Client’s officers, directors, employees, agents and affiliates (collectively, “Client Parties”) alleging that the Platform, as provided by Company, infringes any copyright, trademark, trade secret or patent protectable under U.S. law. In addition, Company will pay any judgment awarded against the Client Parties or any settlement amount agreed to by Company for the indemnified claim. Notwithstanding the foregoing, Company shall have no indemnity or other defense obligations in relation to any functionality or services that are being used or are identified as trial use, evaluation use, or beta. THIS INDEMNITY IS THE CLIENT PARTIES’ EXCLUSIVE REMEDY AND COMPANY’S SOLE OBLIGATION AND LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

Company will have no obligation under Section 12(i) with respect to any claim of infringement arising out of or based upon: (i) Client Data; (ii) use of the Services in any manner other than as expressly authorized and contemplated in these Terms; (iii) the combination of the Services with any other software, hardware, material, or processes; or (iv) Client otherwise causing the Services to become infringing (collectively, the “Indemnity Exclusions”).

If Company reasonably believes that a claim of infringement relating to the Services may arise, Company may, without limiting Company’s indemnity obligations hereunder, procure the right for Client to continue to use the Services or modify the Services in a functionally equivalent manner so as to avoid such claim of infringement. If the foregoing options are not available on commercially reasonable terms and conditions (in Company’s sole determination), Company may immediately terminate these Terms and refund to Client a prorated amount of prepaid Fees for access to the Services actually paid by Client for the remainder of the Subscription Term.

Client Parties that receive notice, or become aware, of a claim that Company has agreed to defend under this Section must give Company prompt written notice of such claim or allegation setting forth in reasonable detail the facts and circumstances surrounding the claim. The Client Parties will not make any payment or incur any costs or expenses with respect to such claim, except as requested by Company or as necessary to comply with this procedure. The Client Parties will not make any admission of liability or take any other action that limits the ability of Company to defend the claim. Company shall have the right to assume full and complete control of the defense or settlement of such claim or allegation. The Client Parties will fully cooperate in the defense or settlement of the claim as reasonably requested by Company.

Client Indemnification

Client will, at Client’s expense, defend and/or settle any claim, suit or proceeding brought by a third party against Company and its Affiliates, and their respective directors, officers, employees and agents (collectively, “Company Parties”), arising out of Client’s (or any Client User’s) use or misuse of the Services, Company Materials, representations made to Company, its Affiliates and/or third parties, violation or breach of these Terms, violation of the rights of any other person or entity, or any Indemnity Exclusions. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which Client is required to indemnify Company, and Client agrees to cooperate with such defense of these claims.

LIMITATION OF LIABILITY

No Liability

Company shall not be liable to the Client or User for any consequences resulting from:

Any modifications in these Terms, modification of the Services, Company Material, Account usage by Client or any part or element thereof, including, but not limited to, any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Services or Company Materials;

Deletion of, corruption of, or failure to store any Client Data;

Use of Client Data by the Client or any of the Users associated with the Account;

Upgrading or downgrading of a current Subscription by Client;

Any disclosure, loss or unauthorized use of the Credentials of Client or any User due to Client’s failure to keep them confidential;

Client’s use of the Account or the Services by means of web browsers other than those accepted or supported by the Company;

The application of any remedies against the Client or Users by Company; for example, if the Client or User has committed a crime or conducted a breach of applicable law by using the Services or any part or element thereof;

The differences between technologies and platforms used for access; for example, if certain Features, functions, parts or elements of the Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet; and/or

Company’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

In addition, Company and its Affiliates shall not be liable to the Client for any claim by any User, person, organization, or third persons against the Client arising out of the Client’s failure to:

Provide Company with accurate information about the Client, Users or Account;

Notify Company of any reasons due to which a User does not have the right to use the Account on behalf of the Client;

Provide any Services or Features which it has agreed to provide to any person or organization (whether such failure arises as a result of Company’s negligence, breach of these Terms or otherwise);

Ensure the lawfulness of the Client Data;

Obtain the necessary rights to use the Client Data; or

Abide by any of the restrictions described in these Terms.

Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY PARTIES ARISING OUT OF OR RELATED TO THESE TERMS OR ITS SUBJECT MATTER, WHETHER IN RESPECT OF A SINGLE OCCURRENCE OR A SERIES OF OCCURRENCES, EXCEED THE TOTAL AMOUNT PAID BY CLIENT UNDER THESE TERMS TO COMPANY FOR THE SPECIFIC SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH LIABILITY AROSE UNDER THESE TERMS. THIS LIMITATION OF LIABILITY IS AN AGGREGATE LIMIT AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE CLAIM OR INCIDENT GIVING RISE TO LIABILITY.

Exclusion of Consequential and Related Damages

IN NO EVENT WILL THE COMPANY PARTIES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ITS SUBJECT MATTER FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES HOWEVER ARISING.

THE LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES IN SECTIONS 13(b) and 13(c) SHALL APPLY: (i) TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OR ELSEWHERE; (ii) TO ALL CLAIMS IN THE AGGREGATE ARISING UNDER OR RELATING TO THESE TERMS OR THE SUBJECT MATTER OF THESE TERMS; (iii) REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UNDER WHICH THE CLAIM ARISES, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY, OR OTHERWISE; (iv) REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES; AND (v) REGARDLESS OF IF THE REMEDIES AVAILABLE UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.

THE DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY CONTAINED IN THESE TERMS ARE FUNDAMENTAL PARTS OF THE BASIS OF COMPANY’S BARGAIN HEREUNDER, AND CLIENT ACKNOWLEDGES THAT SUCH PROVISIONS REPRESENT A REASONABLE ALLOCATION OF RISK.

Since some jurisdictions do not allow certain limitations or exclusions of warranties or liability, some or all of the limitations and exclusions set forth in this Section 13 may be held unenforceable as applied to Client Parties. In such cases, Company’s liability shall be limited to the greatest extent permitted under applicable law.

TERMINATION/SUSPENSION

For Convenience

These Terms and Client’s access to the Services may be terminated for convenience in the following situations:

By the Client with 30-days’ advance notice by: (i) emailing Company at team@thrivoiq.com; (ii) clicking the cancellation link in the Services; or (iii) by means agreed upon between the Client and the Reseller, if Client is paying for the Company Service via a Reseller; provided, however, that any such termination shall not be effective until the next Renewal Date;

By Company at any time effective upon the next Renewal Date;

By Company at any stage and for any reason in its sole discretion, provided that the Company will provide a pro rata refund of any prepaid, unused Fees for the remainder of the Subscription Term; or

Immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

For Default

These Terms and Client’s access to the Services may be terminated for default upon written notice to the other party in accordance with Section 16(h) “Notice”:

By either party if the other party breaches these Terms and does not cure the breach within 15 days of receipt of a notice specifying the breach in reasonable detail;

Immediately by Company if Client breaches its obligations under Section 5 “Restrictions”, 8 “Client Data/Sensitive Information”, 10 “Intellectual Property Rights” or 12 “Indemnification”; or

By Company with immediate effect if: (i) Client’s use of the Services is suspected, in Company’s sole discretion, of illegal activity, (ii) requests made by law enforcement, judicial order or other government agencies for such termination, or (iii) if Client’s use of the Services endangers the property of others, the website or the Platform.

Effect of Termination

Upon termination of these Terms for any reason whatsoever, Company shall deactivate and permanently delete the Account and all Client Data in the Services within 60 days of the effective date of termination of these Terms and/or Client’s access to the Services. If the Client specifically requests an earlier deletion of the Account and all Client Data, Company shall fulfill the request within one month of its receipt.

Further, Client must immediately:

Stop using and prevent the further usage of the Services;

Pay any amounts owed to Company under these Terms; and

Discharge any liability incurred by the Client under these Terms prior to the termination.

Except as otherwise set forth herein, in no event shall Client receive a refund of any Fees prepaid hereunder.

The following provisions shall survive the termination of these Terms: Sections 2, 5, 7, 8–13, 15 and 16.

Suspension

Company has the right to suspend access to all or any part of the Company Service or an Account, including removing content, at any time, with or without notice, and for any period of time, if: Company determines that (i) there is a threat or attack on any of the Services; (ii) Client’s or any User’s use of the Services disrupts or poses a security risk to the Services or to any other customer or vendor of Company; (iii) Client or any User, is using the Services for fraudulent or illegal activities; (iv) subject to applicable law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (v) Company’s provision of the Services to Client or any User is prohibited by applicable law; (vi) Client is, or reasonably suspected by Company to be, in breach of these Terms; or (vii) usage by Client or its Users of the Company Service to be excessive in relation to other Company Service users, (vii) to protect the integrity, operability, and security of the Company Service, or (viii) in accordance with Section 7(g) (collectively, a “Service Suspension”). Unless prohibited by law or legal process or to prevent imminent harm to the Company Service or any third party, Company typically provides notice of a Service Suspension in the form of a banner or email on or before such suspension. Company will, in its discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the Services. Company shall have no obligation to provide Client with any credit or refund of prepaid Fees due to suspension in accordance with these Terms. Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client or any User may incur as a result of a Service Suspension and shall have no obligation to refund any Fees in connection with a Service Suspension.

ARBITRATION AGREEMENT; WAIVER OF TRIAL BY JURY AND WAIVER OF CLASS ACTION

THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND COMPANY WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH COMPANY AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF.

Applicability of Arbitration Agreement

Any dispute, claim, or controversy of any nature arising out of or relating in any way to the use of the Website, Services, your Account, these Terms, or the Arbitration Agreement (as defined below), including without limitation the interpretation, validity, scope, or applicability of these Terms or the Arbitration Agreement (hereinafter, collectively, the “Dispute”), which cannot be resolved informally, shall be resolved by binding arbitration on an individual, and not a class or representative, basis under the terms set forth below (the “Arbitration Agreement”). This Arbitration Agreement applies to you and Company, and to any of our subsidiaries, affiliates, agents, employees, predecessors in interest, successors in interest, and assigns. THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE DISPUTES THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE, AND TO PARTICIPATE IN A CLASS ACTION OR OTHER PROCEEDING INVOLVING MULTIPLE CLAIMANTS, BUT THEY INSTEAD CHOOSE AND AGREE TO HAVE ALL DISPUTES AS SET FORTH HEREIN DECIDED THROUGH INDIVIDUAL ARBITRATION. Neither the agreement to arbitrate nor the waiver of the right to participate in a class action or other proceeding involving multiple claimants shall be construed as a limitation on or waiver of a party’s right to seek public injunctive relief, where warranted, in such arbitration.

Disputes Excluded from Arbitration

Disputes where the amount in controversy is less than any applicable jurisdictional and monetary limit and filed by you or Company individually in a small claims court are not subject to arbitration, so long as the disputes remain in such small claims court and advance only an individual (non-class, non-representative) claim for relief. In the event of any actual, alleged, or threatened violation of confidentiality or violation of Company’s or its licensor’s intellectual property or other proprietary rights, Company may immediately resort to court proceedings in a court of competent jurisdiction as set forth above in order to seek immediate injunctive relief without posting of a bond, proof of damages, or other similar requirement. The institution of any action for injunctive relief shall not constitute a waiver of the right or obligation of any party to submit any claim seeking relief other than injunctive relief to arbitration.

Confidential Proceedings

The parties expressly agree that any and all actions taken under the Arbitration Agreement and related provisions, including but not limited to all filings, orders, judgments, and awards made in any arbitration proceeding, are confidential and may not be disclosed to any third party, except as expressly agreed in writing by all parties otherwise may be required by law.

Arbitrator

The arbitration proceeding will be administered by the American Arbitration Association (“AAA”) under the AAA’s then-current and applicable Commercial Arbitration Rules (the “AAA Rules”) before a single arbitrator selected pursuant to the AAA Rules. The decision of the arbitrator will be final and binding. Any final award or judgment may be filed and enforced in any court of competent jurisdiction. The parties shall share equally in the costs assessed for the arbitration, and each party shall bear its own attorneys’ fees and costs. Any arbitration proceeding may not be consolidated or joined with any other proceeding and will not proceed as a class action.

Place and Governing Law

The place of arbitration shall be in Clark County, Nevada, unless otherwise agreed to in writing by all parties to the arbitration. The parties acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce, and the Federal Arbitration Act, 9 U.S.C. § 1, et seq., as may be amended from time to time (“FAA”), shall govern the interpretation, enforcement, and proceedings pursuant to this Arbitration Agreement. To the extent state law is applicable, the laws of the State of Nevada shall apply without regard to conflict-of-laws provisions.

Survival; Severability

This Arbitration Agreement provision will survive the termination of these Terms. Except as set forth in the Section titled Class Action Waiver below, if any portion of this Arbitration Agreement is deemed invalid or unenforceable through a final judicial determination, such provision will be deemed to be restated in accordance with applicable law and the remaining terms, provisions, covenants, and restrictions of this Arbitration Agreement will remain in full force and effect. Otherwise, no portion of this Arbitration Agreement may be amended, severed, or waived absent a written agreement between you and Company.

Time Limitation on Claims

The parties agree that they must initiate arbitration within one (1) year after the party discovered or should have discovered the Dispute, unless applicable state or federal law expressly does not permit for the parties to shorten the length of a limitations or repose period or enforcement of this provision contradicts an applicable fundamental public policy; otherwise, the parties agree that the Dispute is permanently barred.

Class Action Waiver

YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Company agree otherwise, the arbitrator may not consolidate one or more person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If there is a final judicial determination that applicable law precludes enforcement of this section’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

Initiating Arbitration

If you intend to seek arbitration you must first send a written notice (“Notice”), by certified mail to Company, Attn: Legal, 1980 Festival Plaza Dr., Suite 650, Las Vegas, Nevada 89135. If Company intends to seek arbitration, Company will send a Notice to the email address, current billing address, or cell phone number in your Account. The Notice must describe the nature and basis of the claim and the specific relief sought. If the parties cannot reach an agreement within 30 days from the receipt of the Notice, either party may initiate arbitration proceedings.

A form to initiate arbitration proceedings is available on the AAA site at www.adr.org. In addition to filing this form with the AAA, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send such copy to Company at Company, Attn: Legal, 1980 Festival Plaza Dr., Suite 650, Las Vegas, Nevada 89135. Company will send such copy to the email address, current billing address, or cell phone number in your Account or to your attorney, if you have retained one.

For Disputes asserted by you of $50,000 (US Dollars) or less, you agree to pay the filing fee specified in the rules of the AAA; Company will pay any additional required filing fees, and all administration and arbitrator fees (collectively, “Arbitration Fees”) unless the arbitrator determines that your claim is frivolous. For Disputes by you over $50,000 (US Dollars), you will be responsible for the Arbitration Fees. For Disputes asserted by Company, Company will pay Arbitration Fees. The parties agree that the prevailing party may recover Arbitration Fees as costs unless otherwise ruled by the arbitrator.

GENERAL

Relationship of the Parties

The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between Client and Company, and Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.

Severability

If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

Entire Agreement

These Terms, including the additional terms incorporated herein by reference, are the entire agreement between Client and Company regarding Client’s use of the Services, Company Materials and the Platform and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. As used in this Agreement, the terms “including,” “include,” and “includes” are not limiting and shall be deemed to be followed by the phrase “without limitation.” Company’s remedies specified in these Terms are cumulative and are in addition to and not in substitution for any other rights and remedies available to Company at law, in equity, or otherwise.

Modification

Company reserves the right, in its sole discretion, to modify the Terms from time to time. Notification of such modifications may be posted on or through the Website, Platform or the Services through, for example, an in-app notification) or by posting at ________________. Modifications to these Terms will take effect at the earlier of (i) the first Renewal Date following posting, or (ii) thirty (30) days after posting (the “Amended Date”). If Client does not wish to be bound by the modifications, then Client must cancel prior to the Amended Date in accordance with Section 14 above. Client’s continued use of the Services constitutes its acceptance of these Terms and any modifications.

Assignment

Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Company’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client may assign this Agreement without consent upon written notice to Company: (1) to any credit-worthy entity controlled by, or under common control with the Client that assumes all of Client’s obligations under this Agreement; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client provided the surviving entity is credit worthy and assumes all of Client’s obligations under this Agreement. The notice of assignment must include the name and billing information of the assignee. Company may freely assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without restriction.

No Waiver

No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise expressly set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Governing Law, Forum Selection, and Jury Waiver

Except as set forth in the Arbitration Agreement provisions in Section 15 above, all matters relating to your use of the Website, these Terms, or your Account shall be governed by and construed in accordance with the applicable laws of the State of Nevada without regard to choice-of-law principles or conflict-of-laws provisions. These terms will not limit any consumer protection rights that you may be entitled to under the mandatory laws of your state of residence.

Unless you and Company agree otherwise, if it is determined or these Terms provide that a claim should not proceed through arbitration, you agree that any claim or dispute (with the exception of a claim or dispute appropriately lodged in any small claims court) shall be resolved in the United States District Court for the District of Nevada, and you submit to the personal jurisdiction of that court. If subject matter jurisdiction (including diversity jurisdiction) does not exist in the United States District Court for the District of Nevada for any such claim, then the exclusive forum and venue for any such action shall be the courts of the State of Nevada located in Clark County, and you submit to the personal jurisdiction of that court. As to any proceeding in court, you and Company both waive your right to a jury trial, unless such waiver is unenforceable.

The choice-of-law and forum-selection provisions in this section do not apply to the Arbitration Agreement or to any arbitrable disputes as provided herein. Instead, as provided in the Arbitration Agreement provisions above, the FAA shall apply to any such disputes.

Notices

Except as otherwise specified in the Terms, all notices related to the Terms from Client to Company will be in writing and will be effective upon (i) personal delivery, (ii) the second business day after mailing, or (iii), except for notices of termination or an indemnifiable claim, which shall clearly be identifiable as “Legal Notices”, the day of sending by email. Billing-related notices to Client will be addressed to the relevant billing contact designated by Client. All other notices to Client will be addressed to the Client system administrator designated by Client in the Platform or will be provided using banners or pop-ups within the Platform.

Force Majeure

In no event shall Company be liable, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Company’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, cyber attacks, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.