Terms and Conditions

Terms of Service

These Terms of Service ("Agreement") govern the use of our software and services (“Services”) by any individual or entity (“Customer” or “you”). By accessing or subscribing to our Services, you agree to the terms outlined below. If you are using our Services on behalf of an organization, you confirm that you have the authority to do so.

This Agreement becomes effective on the earlier of:
(a) your first use of the Services, or
(b) the start date of any order or subscription form referencing this Agreement.

Services and Subscriptions

By subscribing, you gain access to our SaaS products as specified in your order. These subscriptions are subject to the terms laid out here, including any service-specific terms referenced.

Changes to the Agreement

We may update these terms from time to time. Changes will typically apply upon your next renewal or new order. If a change must take effect sooner (e.g., for legal or pricing reasons), we will notify you, and you may cancel with written notice to receive a prorated refund for unused services.

Legal Agreement

By using our Services, you agree to be legally bound by this Agreement. If you do not accept the terms, do not use our Services. This Agreement includes a binding arbitration clause that waives jury trials for resolving disputes.

1. Key Definitions

Affiliate – Any company that controls, is controlled by, or is under common control with the Customer.

Beta Features – Any early-access or test features labeled as beta, alpha, or preview. These may be unstable and are provided as-is.

Contractor – An external consultant or independent service provider working with the Customer.

Customer Data – All information submitted or generated by you or your users through our platform, including messages, uploads, logs, and any data integrated from third-party tools.

Customer Properties – Your websites, mobile apps, or digital platforms that connect with our services.

Dashboard – The main web-based interface you use to access and manage our software.

Documentation – Official user guides and technical instructions we provide to help you use our Services.

Feedback – Any suggestions, ideas, or improvements shared with us about the platform (excluding your own content or data).

Intellectual Property Rights – Includes patents, copyrights, trademarks, trade secrets, and similar rights under applicable law.

Platform Code – Any SDKs, APIs, or code snippets we provide for integrating our services into your website or systems.

Permitted User – Your employees or contractors who are authorized to use the platform.

People – Your end-users, customers, or site visitors who interact with you through our services.

Sensitive Personal Information – Data like payment card details, protected health data, or special categories of personal data (e.g. under GDPR), which should not be uploaded unless specifically authorized in writing.

Services – Our proprietary SaaS customer support software and all related features, integrations, and tools offered under your subscription.

Subscription – The specific plan and usage limits (e.g., per agent seat) you select when signing up via an Order Form.

Taxes – Any applicable sales, VAT, or similar taxes, excluding our income taxes.

Third-Party Apps & Platforms – External tools or services (not owned by us) that you may choose to connect or integrate with our software.

2. Our Services

Overview
Our platform is a subscription-based customer support solution designed to help businesses manage and streamline customer interactions throughout the entire lifecycle — from onboarding to support and retention.

Subscription & Access

Access to our services is provided on a subscription basis, as specified in your Order Form. Your use is limited to the agreed number of seats (agent licenses) and features. You may use the platform only for your business and for the benefit of your end-users, in line with our documentation and usage limits.

Only authorized team members (“Permitted Users”) may access the platform. You’re responsible for keeping login credentials and API keys secure. If someone leaves your company or no longer needs access, you must deactivate their account promptly.

We may temporarily limit or suspend service if your usage is unusually high or poses a risk to system performance or security.

Platform Tools & Code

You may implement our software code (e.g., widgets, SDKs, or chat scripts) on your digital properties to enable messaging and data collection. This must be done according to our documentation. Improper implementation or changes to your website/app may impact performance, which is your responsibility.

If we provide access to APIs, we may apply usage limits to maintain system health. Excessive or improper use may result in restricted access.

Mobile & Web Apps

If we provide mobile or desktop apps, you are granted a limited, non-exclusive license to use them during your active subscription — solely to access our services and in accordance with our terms.

Contractors & Affiliates

You may allow your company’s employees, contractors, or affiliates to use the platform, as long as their access complies with this Agreement and is solely for your organization’s benefit.

Usage Restrictions

You may not:

Resell, rent, or sublicense the platform
Use it in a competing service
Reverse-engineer or modify the platform
Remove branding or legal notices
Use it for benchmarking or competitive analysis

Violate our Acceptable Use Policy (AUP)

Free Trials

If you’re using a free trial, access is limited to the trial period (usually 14 days unless stated otherwise). Trial access is for evaluation only and may not include full functionality. If you don’t upgrade before the trial ends, access will automatically stop or convert to a paid plan (if agreed). Trials are provided “as is” with no warranties or service guarantees.

Beta Features
We may offer experimental features (“Beta Offerings”) for testing purposes. These may be unstable, changed without notice, or discontinued at any time. Beta features are not covered by our support, security commitments, or SLAs and are used at your own risk.

3. Customer Data & Responsibilities

Data Handling
Our handling of customer data is governed by our [Data Processing Addendum (DPA)], which forms part of this Agreement.

Ownership & Rights
You retain full ownership of your data. By using our platform, you grant us a limited, non-exclusive, and royalty-free right to use, process, and display your data as needed to provide and improve the services.

Data Storage
While we’ll make reasonable efforts not to delete your data during your subscription term, we are not an archiving service and do not provide long-term storage beyond the agreed term.

Usage & Anonymous Data
We may collect technical data on how you and your users interact with our platform (“Usage Data”) and may anonymize your data to help us improve and support our services. We retain ownership of such Usage and Anonymized Data.

Your Responsibilities
You’re responsible for the legality, accuracy, and use of your data. This includes:
Ensuring you have the right to share and use the data.

Avoiding any data that violates laws, rights, or third-party agreements.

Not submitting sensitive personal data (like health or payment data) unless explicitly agreed to in writing.

Following applicable laws, including privacy and marketing regulations (e.g., GDPR, CAN-SPAM).

Informing your users (via a privacy policy on your website/app) that cookies and tracking technologies are in use, as required by law.

Indemnification
You agree to defend and indemnify us against any third-party claims related to your data, your integrations, or your breach of these responsibilities. We’ll provide reasonable notice and cooperation in such cases.

4. Security

We implement industry-standard technical and organizational safeguards to protect your data and prevent unauthorized access, as outlined in our [Data Processing Addendum].

5. Third-Party Integrations

Third-Party Platforms
Our platform may connect with third-party tools (e.g., CRMs, messaging apps). You control these integrations and are responsible for providing any access credentials. When you connect with a third-party platform, you authorize us to exchange relevant data to support your use of our services.
We’re not responsible for the behavior or performance of third-party platforms. These integrations may change, break, or be removed at any time without notice.

Third-Party Apps
If you use third-party apps through our platform, you’re responsible for complying with their terms of service. We’re not liable for any issues related to the functionality, availability, or data handling of those third-party apps.

6. Ownership

Platform Ownership
You’re subscribing to use our software, not buying it. All rights, title, and interest in the platform, including our code, documentation, apps, and any improvements or feedback, remain our exclusive property. No ownership is transferred.

Feedback
If you choose to share suggestions or ideas, you agree we may use them freely to improve our services without compensation or restrictions.

7. Subscription Terms & Billing

Subscription Duration
Monthly Plans renew automatically each month. You may cancel anytime through your account settings, effective at the end of your current billing cycle.

Annual or Multi-Year Plans renew automatically each year unless either party gives written notice at least 30 days before the current term ends.

Pricing & Invoicing
Fees are based on your selected plan and usage (e.g., agent seats).

Unless otherwise stated, payment is due within 30 days of invoice.

Prices may be adjusted at renewal to reflect current rates.

Late payments may incur interest at 1.5% per month or the maximum allowed by law.

Changes & Add-ons
If you add seats or features during a billing period, charges will be prorated.

If you exceed your usage limits (e.g., additional agents or support activity), overage charges may apply.

Taxes
All fees exclude taxes. You’re responsible for any applicable VAT, sales, or other taxes.

If legally required, we may adjust fees to ensure full payment after any required tax withholdings.

Recurring Payments
If you use a credit card or other recurring payment method:
You authorize us to charge your payment method automatically each month.

Charges may vary depending on usage, upgrades, or applicable fees.

If a payment fails, you remain responsible, and we may suspend or cancel your subscription.

Final outstanding balances will be billed upon cancellation.

Service Suspension
If your account is over 30 days overdue, we may suspend access to the platform until payment is made. We may also suspend service if you violate this Agreement or our Acceptable Use Policy.

8. Term & Termination

Agreement Duration
This Agreement starts on the effective date and remains in force as long as your subscription is active—unless terminated earlier.

Termination Rights
Either party can terminate the agreement if:
There’s a material breach not fixed within 30 days of written notice.

The other party ceases operations or becomes insolvent.
We may also terminate immediately if there’s an uncured serious violation of these terms or related policies.

What Happens After Termination
Upon termination:
Your access to the platform and services ends immediately.

You must delete any platform credentials, documentation, and confidential materials.

We may delete your stored data after termination.
Termination doesn’t waive any other legal rights or remedies.

Surviving Terms
Sections covering ownership, data rights, payments, warranties, confidentiality, and limits on liability will remain in effect even after the agreement ends.

9. Limited Warranty

What We Guarantee
We warrant that the platform will generally function as described in the documentation. If a service doesn’t meet this standard, we’ll try to fix it. If that’s not possible, either party may cancel the subscription and you’ll receive a refund for the unused portion.
This warranty doesn’t apply if:
You don’t report the issue within 30 days.

The issue results from misuse or unauthorized changes.

You’re using a trial or beta version of the service.

Disclaimer
Except for the limited warranty above, we provide the platform as is. We do not guarantee uninterrupted service, accuracy of data, or results from messages sent through the system. We are not responsible for delays, outages, or third-party platform issues.

10. Availability

Platform uptime is governed by our [Service Level Agreement (SLA)].

11. Support

We provide technical support during your subscription, as outlined in our [Support Policy].

12. Limitation of Liability

No Liability for Indirect Damages
Except in specific cases listed below, neither party is liable for indirect damages like loss of profits, data, or business, even if warned of the possibility.

Cap on Damages
Our total liability to you for any claim is limited to the amount you paid us in the past 12 months for the affected service.

Exceptions
The above limits don’t apply to:
Misuse or abuse of the platform.

Violations of data or indemnification obligations.

Breaches of confidentiality.

Still Applies No Matter What
These limits apply regardless of legal theory and survive even if a limited remedy fails.

Legal Limits
If applicable law prohibits any of these limits, they will apply only to the maximum extent allowed.

13. Confidential Information

Both parties agree to keep each other’s confidential information (non-public code, business info, technical data, etc.) secret and use it only to fulfill their obligations under this Agreement. Confidential info includes IQ Partners techology and contract terms even if not marked confidential.

Confidential info may be shared internally only with people who need to know and who are bound by confidentiality obligations.

Exceptions: Info is not confidential if it was already known, publicly available, obtained legally from a third party, or independently developed.

Disclosure required by law is allowed but must be preceded by notice to the disclosing party (when allowed) and cooperation to limit disclosure.

Any breach of confidentiality may cause irreparable harm, allowing the injured party to seek immediate legal relief in addition to other remedies.

14. Publicity

Self-serve customers agree IQ Partners may use their name/logo in marketing and on websites to identify them as customers (without implying endorsement).
Customers with sales contacts must give prior written consent for IQ Partners to use their name/logo for marketing.

Use of Customer's name/logo does not imply endorsement of the Services.

15. General Terms

Assignment:
This Agreement binds and benefits permitted successors and assigns. Neither party may assign it without prior written consent, except in mergers or asset transfers.

Severability:
If any part is unenforceable, it will be limited as necessary without affecting the rest of the Agreement.

Governing Law & Dispute Resolution:

Parties will try to resolve disputes informally first via written “Initial Notice of Dispute.”
If unresolved after 30 days, disputes go to binding arbitration under California law and federal arbitration law.
Arbitration is individual only; class actions are waived.
Arbitration administered by National Arbitration and Mediation (NAM).
IQ Partners may seek injunctive relief in courts as needed.

Notice:
Notices must be in writing and sent to specified addresses; delivery times vary by method (hand, mail, email, courier).

Amendments & Waivers:
Changes must be in writing and signed by authorized representatives. No waiver unless written.

Entire Agreement:
This document contains the full agreement and supersedes prior communications. IQ Partners may update services and documentation with reasonable notice but won’t materially reduce obligations.

Force Majeure:
Neither party is liable for delays/failures caused by events beyond control (e.g., natural disasters, war, strikes, network failures).

Subcontractors:
IQ Partners may use subcontractors but remains responsible for their compliance and overall service performance.

Independent Contractors:
No partnership, agency, or employment relationship is created. Neither party can bind the other without consent.

Export Control:
Both parties comply with US export laws and sanctions. Customer will not use the Services in violation of these laws or submit controlled information.

Government End-Users:
If Customer is a US government entity, use of Services is subject to specific federal regulations on commercial software.

Counterparts:
Agreement may be signed in multiple copies, all of which together form one binding Agreement.