Effective Date: January 5, 2017
These Terms are a legal agreement between iQX Corp. (“iQX” “our” and “we”) and you (also referred to as “your”) that governs the iQX Amplify service offerings including all Updates (defined in Section 3 below), related documentation, information, and all content, information, graphics, text, images, and other materials accessible through the Services provided by iQX through the iQX website (the “Site”) (collectively, “ iQX Amplify” or the “Services”). iQX Amplify is a direct text marketing and sales system that allows you to instantly sell your e-commerce store products directly inside your customer's text applications.
1.Account Registration. In order to use the Services you will need tolog-in to the Services with a user account that you register for through the Services (“Account”). You agree to provide current, complete, and accurate Account information when you register for an Account. You agree to keep your log-in information confidential and not authorize any third party to use it or your Account. You agree that we may attribute all use of your Account to you, and that you are responsible for all activities that occur under your Account. You agree to notify us immediately at email@example.com if you suspect any unauthorized use of your Account, the Services, or any other breach of security. Depending on your Account type or other criteria, your Account may not have full access to all features or functionality available through the Services. You agree not to attempt to access any (if any) restricted features or functionality.
Eligibility.You must be a resident of the United States or Canada and 18 years of age or older to use the Services. By registering for an Account, you certify that you are 18 years of age or older and a United States or Canada resident. If you are registering on behalf of an entity, you represent and warrant that you have authority to bind that entity to these Terms.
Updates.If iQX provides updates, supplements, or add-on components to the Services (collectively, “Updates”), these Terms will apply to the Updates unless iQX provides additional terms along with the Update (“ Additional Terms”), in which case those Additional Terms will apply to the Update. iQX reserves the right to discontinue your access to the Services or to any Content.
License to Use of the Services.Conditioned on your compliance with these Terms, iQX grants you a limited, personal, non-exclusive and nontransferable license to access and use the Services.
License Restrictions.The license granted in Section 5 is conditioned on your compliance with the following:
a. You must not attempt to work around, disable, bypass, modify, or defeat any technical limitations in the Services or to use the Services in an attempt to, or in conjunction with any device, program or service designed to circumvent any security features or any technical measures employed to control access to, or the rights in, a content, file or other work;
b. You must not reverse engineer, decompile, decipher, disassemble or otherwise attempt to access source code of the Services, except and only to the extent that applicable law expressly permits, despite this limitation;
c. You must not download or copy the Services, except as expressly permitted in Section 5;
d. You must not rent, lease, lend, sell, sublicense, assign, distribute, publish, perform, display, broadcast, transfer, exploit, or otherwise make available the Services or any features or functionality of the Services to any third party for any reason, including by making the Services available on a network where it is capable of being accessed by more than one device at any time;
e. You must not modify or make any derivative works of the Services, in whole or in part;
f. You must not remove any proprietary notices or labels on the Services or any copy thereof;
g. You must not use the Services in, or in association with, the operation of any hazardous environments or systems, including any aircraft navigation or communication systems, air traffic control systems or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire or other safety response systems; and military or aerospace applications, weapons systems or environments;
h. You must not to interfere, with the proper functioning of the Services or use it, as a platform for external applications; to develop applications, services, websites; or any other functionalities that leverage the Services or any portion thereof;
i. You must not make any use of the Services in any manner not permitted by these Terms or the documentation; and
j. You must use the Services in compliance with all applicable laws.
Fees and Payment Terms.
(a) iQX Amplify requires that you purchase credits through the Services (“ Credits”) to access certain features and functionality through the Services. Credits may only be used within iQX Amplify and are non-transferable. Unused Credits will expire after 12 months from the date of purchase. Any unused Credits will be refunded to you upon termination of your Account for any reason.
(b) All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes (if applicable). All such taxes will be added to your total, and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
(c) We may offer from time to time promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
(d) Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We accept the payment methods listed on the Site. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.
(b) You are solely responsible for all content that is uploaded, posted, emailed, transmitted, shared, or otherwise disseminated using, or in connection with, the Services and your Account (“ Your Content”). iQX does not claim ownership of Your Content. You grant to iQX and its affiliates and service providers a worldwide, royalty-free, transferrable, sublicensable, non-exclusive, perpetual, irrevocable license under all of your intellectual property rights to make, use, copy, modify, adapt, create derivative works of, publicly perform or display, import, broadcast, transmit, distribute, license, publish, and translate Your Content (and derivative works thereof) in connection with the operation of the Services. iQX is under no obligation to enable the transmission of Your Content through the Services and may, in its discretion, edit, block, refuse to post, or remove Your Content at any time. You represent and warrant that you have the rights necessary to grant the rights in this Section and that Your Content does not infringe the rights of iQX or any third party or violate any agreement with or policy of iQX or any applicable law. If iQX suspects violations of the foregoing, iQX may institute legal action and cooperate with law enforcement authorities in bringing legal proceedings against violators.
(c) You may use the Services to create and send marketing campaigns and facilitate sales directly through Multimedia Messaging Service (MMS) and Short Message Service (SMS) text messages. Your use of the Services may be governed by various local, state, or federal law and regulation, including CAN SPAM Act of 2003, the Telephone Consumer Protection Act, the Cellular Telephone Industries Association requirements, and the Do-Not-Call Implementation Act (or any similar or analogous anti-spam, data protection, or privacy legislation in any other jurisdiction). iQX may in its sole discretion limit your use of the Services or implement features to assist with legal compliance, but you are solely responsible for your use of the Services and compliance with all rules, regulations, and law.
(d) You may sell items from Your Store directly to your customers through the Services. When you do so, your customers first encounter with the Services will direct them to a Services purchase journey that is integrated to your shopping cart to check out and complete their purchase. For every encounter with the Services thereafter, your customers will be able to complete purchases within the text application on their mobile device by direct text message reply-buy purchase journeys, or they can click a link in the text purchase journey that takes them to the product page in your store. All payments for sales through the Services will be processed by our third-party processor, Stripe, and revenues will be transferred to your Account within the Services until such time as you arrange to have it transferred to your bank account in a manner described within the Services. You are solely responsible for fulfilling all sales associated with your Account and Your Store and handing all requests from your customers (including returns, refunds, etc.).
(e) Payment processing services for you as a user of the iQX Services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “ Stripe Services Agreement”). By agreeing to our Terms or continuing to operate as a user of the iQX Services, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of iQX enabling payment processing services through Stripe, you agree to provide iQX accurate and complete information about you and your business, and you authorize iQX to share it and transaction information related to your use of the payment processing services provided by Stripe.
9. Reservation of Rights. You acknowledge and agree that the Services is provided under license, and not sold, to you. You do not acquire any ownership interest or other rights to the Services other than the right to use the Services in accordance with the license in Section 5. iQX reserves and retains its entire right, title and interest in and to the Services, including all copyrights, trademarks and other intellectual property and proprietary rights therein or relating thereto.
Services Availability and Support.iQX has no obligation to and may not provide support in relation to the Services or your Account. iQX does not guarantee availability of the Services or your Account and your access is permitted only if and when they are available. Your use of the Services and access to your Account may occasionally be restricted for service, upgrades, maintenance, or other reasons. To the maximum extent authorized under applicable law, iQX reserves the right to suspend your Account, your use of the Services, and discontinue your access to Your Content provided or made available to you through the Services at any time without notice.
Termination.You may terminate your Account or your use of the Services at any time. iQX reserves the right to terminate your Account and these Terms and to suspend or terminate the Services or your access thereto at any time with or without prior notice. Sections 6-18 and 21-23 of these Terms will survive termination.
disclaimer of warranties.iQX DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APP, INCLUDING ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES AND CONDITIONS. IN PARTICULAR, iQX HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT AND DOES NOT MAKE ANY WARRANTY OR CLAIM THAT THE APP WILL BE AVAILABLE OR PROVIDED ON AN UNINTERRUPTED, TIMELY, OR SECURE BASIS; WILL BE ACCURATE, COMPLETE, RELIABLE, OR FUNCTION PROPERLY; MEET YOUR REQUIREMENTS; BE ERROR FREE OR FREE FROM VIRUSES, WORMS, OR OTHER HARMFUL OR MALICIOUS COMPONENTS.
Disclaimer of Certain Damages.IN NO EVENT WILL iQX BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING ANY DAMAGES TO OR FOR LOSS OF DATA or privacy, REVENUE, PROFITS, OR PROPERTY (INCLUDING BUILDINGS, WIRING, FIXTURES, DEVICES, COMPUTERS, PERIPHERALS, AND ANIMALS) OR FOR INJURY OR DEATH, ARISING FROM OR RELATING TO THESE TERMS, YOur account, OR THE SERVICES.
Limitation of Liability and Exclusive Remedies.To the maximum extent permitted by applicable law and to the extent they are not excluded or disclaimed under Section 13, iQX’s maximum, aggregate liability to you, and your exclusive remedy under these Terms for any and all damages, injuries, and losses arising from any and all claims and causes of action arising out of, based on, resulting from or in any way related to these Terms, your account, or The Services will not exceed THE GREATER OF (i) $10 OR (ii) THE aggregate AMOUNT PAID or owing FOR THE SERVICES DURING THE 6 MONTHS PRIOR THE EVENT GIVING RISE TO THE ACTION.
15. IMPORTANT CONSUMER NOTICE.
Some jurisdictions do not allow certain damage limitations such as the limitation of loss or liability from intentional acts (INCLUDING FRAUD, FRAUDULENT MISREPRESENTATION, AND FAILURE TO DISCLOSE DEFECTS), PRODUCT LIABILITY, or for DEATH OR personal injury. Nothing in sectionS 12, 13, or 14 will be interpreted as excluding liability which cannot be excluded under Applicable law. IF YOU LIVE IN or are otherwise subject to the laws IN ONE OF THOSE JURISDICTIONS, ANY DAMAGES LIMITATIONS will be deemed limited to the extent (if at all) permissible under that LAW AND, IF ANY LIMITATION IS NOT PERMITTED, THE EXCLUSIONS IN SECTION 12, 13, OR 14 MAY NOT APPLY TO YOU.
The disclaimer and limitation of warranties and the exclusion of damages under Sections 12 and 13 are independent of your exclusive remedies in these Terms and the disclaimer and limitations of warranties and exclusion of damages survive even if the exclusive remedies fails of their essential purpose or otherwise are deemed unenforceable. Each of the limitations in Sections 12 and 13 apply without regard to whether loss, liability, or damage arise from (a) breach of contract, (b) breach of warranty, (c) fault or tort, including negligence and misrepresentation, (d) strict liability, or (e) any other cause of action, to the extent the exclusions and limitations are not prohibited by applicable law.
You agree to defend, indemnify, and hold iQX, its directors, officers, employees, agents, partners, suppliers, and licensors harmless and will keep them indemnified from any claim or demand, including reasonable attorneys’ fees, relating to, arising from, or allegedly arising from (a) Your Content, your use of the Services, and activities occurring under your Account; (b) any violation of these Terms; or (c) your violation of any other party’s rights or applicable law. iQX reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with iQX in asserting any available defenses.
iQX may give you all required notices (including legal process) by any lawful method, including by posting notices on the Services or by sending it to any email address that you provide to iQX. You agree to send iQX notices by mailing them to the following address:
468 North Camden Drive, 200, Beverly Hills, CA 90210
DMCA Copyright Notice and Takedown Procedures.
iQX respects the intellectual property rights of others. If you believe that any Content or other material available on the Services infringes your copyright or the copyright of any third party, please send written notice in accordance with the provisions of the Digital Millennium Copyright Act (“DMCA”) to our Designated Copyright Agent, who can be reached as follows:
Please direct all copyright inquiries to firstname.lastname@example.org.
To be effective, notice must include the following in compliance with Section 512(c) of the DMCA:
(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and specific information sufficient to permit us to locate the material;
(d) Information sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;
(e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
This process only relates to reporting a claim of copyright infringement. Messages related to other matters will not receive a response through this process. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material is infringing may be subject to liability. If you are unsure whether material on the Site is infringing, you should contact an attorney prior to sending notice. After receiving notice, iQX may remove or disable access to infringing material.
Modifications to these Terms.
iQX reserves the right to change these Terms at any time upon notice to you. You agree to periodically review these Terms for changes and you can review the most current Terms at any time at https://documents.iqxamplify.com/termsofservice . Your continued use of the Services after the effective date indicates your acceptance of the updated Terms, even if you have not reviewed them. If, at any time, you do not agree to the Terms, you must cancel your Account and stop using the Services.