Terms of Service
AI ACQUISITION BRONZE
EFFECTIVE DATE & SUBSCRIPTION TERM
This Agreement shall come into effect on the Client onboarding date (the “Effective Date”) and shall remain in force for a period of twelve (12) months, renewing automatically unless terminated in accordance with this Agreement. Either party may terminate this Agreement without cause by providing not less than 30 days’ prior written notice, exercisable only after the expiry of the first year of the Term.
LICENSE GRANT & USAGE RIGHTS
Subject to payment of all fees, the Company grants the Client a limited, non-exclusive, non-transferable, revocable license to access and use the SaaS Platform during the Subscription Term solely for its internal business purposes. Use is limited to authorized users under the Client’s account.
The Client shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Platform, nor share access with third parties without written consent.
The Client shall not benchmark, test, or otherwise evaluate the SaaS Platform for the purpose of developing, marketing, or supporting a competing product or service. Client shall not use the Platform to create derivative works or to train, develop, or support any competing services. All rights not expressly granted to the Client are reserved by the Company.
SERVICES PROVIDED
The Company shall provide the following services to the Client for the duration of the Subscription Term:
Access to the course content in our platform Heartbeat
Access to the community in our platform Heartbeat
Access to AI Acquisition AI tech stacks
Access to an onboarding call with a AI Acquisition Systems Expert
The Company may modify, substitute, or discontinue elements of the Services in its sole discretion, provided that access to the core SaaS Platform remains available during the Subscription Term.
The Company may modify, update, or amend these Terms of Business, the Services, or any policies incorporated by reference (collectively, “Updates”) at any time to reflect improvements to the Platform, changes in applicable law, enhancements to the Services, operational requirements, or other legitimate business needs.
Any Update will become effective upon the earlier of:
posting the revised Terms of Business on the Company’s website or platform; or
sending written notice to the Client via email to the Client’s last known email address on file.
Continued use of the Services after the effective date of any Update constitutes the Client’s acceptance of the revised Terms.
The Client acknowledges and agrees that a new physical signature or written agreement is not required for Updates to become binding, and that acceptance may occur by continued use of the Services consistent with standard industry click-wrap and
browse-wrap principles.
Material changes that significantly affect the Client’s rights, obligations, or financial commitments will be communicated via email with at least five (5) days’ prior notice before taking effect. Non-material or administrative changes may take effect immediately upon posting.
OWNERSHIP OF ASSETS & INTELLECTUAL PROPERTY
Business Assets: The Client retains ownership of all business assets created specifically for the Client.
Platform IP: The Platform, including its code, templates, AI models, processes, and infrastructure, remains the exclusive property of the Company. No rights are granted except those expressly stated in this Agreement.
The Company is not, and shall not be deemed to be, an owner, shareholder, member, partner, officer, director, or representative of the Client’s business at any time. Full equity, control, and access to the Client’s business always remain with the Client.
It is expressly agreed that the Client is not allowed to use or claim the case studies of the Company as their own in their growth plans or marketing campaigns at any time.
DATA OWNERSHIP & DATA PROCESSING
Client Data remains the sole and exclusive property of the Client. Nothing in this Agreement grants the Client any rights in or to the SaaS Platform, Company Materials, Licensed Product, or other Intellectual Property of the Company.
The Company may process Client Personal Data solely as necessary to provide the Services, perform analytics, and improve systems, in compliance with applicable privacy and data protection laws, including but not limited to the EU General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”), the CPRA, and the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (“UAE PDPL”). Upon termination or written request by the Client, the Company shall, within a reasonable period, delete or return all Client Personal Data, subject to (i) applicable legal and regulatory retention requirements, (ii) industry-standard backup and disaster recovery practices, and (iii) the Company’s legitimate business interests (e.g., fraud prevention, compliance evidence).
The parties acknowledge that, for purposes of applicable data protection laws, the Client acts as the controller and the Company acts as the processor of Client Personal Data.
The Client acknowledges that Client Personal Data may be transferred to and processed in jurisdictions outside of its country of origin. The Company shall ensure that such transfers are subject to appropriate safeguards as required by applicable data protection laws (including, where applicable, EU Standard Contractual Clauses or UAE PDPL-approved mechanisms).
The Company shall implement and maintain appropriate technical and organizational measures designed to protect Client Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, consistent with industry standards and applicable data protection laws.
FEES & PAYMENT TERMS
The Client represents and warrants: (a) Client has all requisite power and authority necessary to execute and deliver the Agreement and to perform its obligations; (b) the execution, delivery and performance by Client of the Agreement does not and will not violate any agreement or order to which Client is a party; (c) Client will provide true and accurate information during the onboarding process and during participation; (d) Client shall make a good faith effort to utilize the resources and services provided; and (e) Client will conduct its business activities in compliance with all applicable laws.
Fees
Year 1 Subscription Fees - as agreed at point of sale (excluding taxes);
The Subscription renews automatically annually, unless cancelled in writing at least thirty (30) days before renewal. The Company may adjust annual renewal pricing to reflect system upgrades or increased costs, with at least thirty (30) days' notice.
The Company has a strict no-refund policy, also insofar as partial months.
The Client acknowledges that initiating a chargeback without first contacting the Company to resolve the issue may result in immediate suspension of access to the Services and liability for collection costs incurred by the Company.
Late payments shall accrue interest at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower.
CONFIDENTIALITY
The Company and the Client shall maintain confidentiality with respect to proprietary information disclosed during the consulting sessions. Any proprietary information and material disclosed during the consultation sessions shall not be disclosed to third parties unless required by law. This excludes learning and teaching shared as part of the Company’s services.
The confidentiality obligations of this Agreement shall survive termination or expiration indefinitely.
USE OF CLIENT WINS
The Client grants the Company express permission to use any Client “Wins” (as voluntarily shared) in their marketing campaigns.
NON-DISPARAGEMENT
Except with respect to a consumer review as defined by the Consumer Review Fairness Act, 15 U.S.C. § 45b, the parties agree that they will not disparage or encourage others to disparage any of the parties to this agreement. For purposes of this agreement, the term disparage includes without limitation comments or statements made in any matter or medium on social media or in the press or in any public forum about the other parties which would adversely affect any manner of the conduct of the business of the parties, without limitations to the parties’ business plans or prospects or the business reputation of the parties.
Nothing herein restricts Client from leaving honest reviews protected under the Consumer Review Fairness Act (15 U.S.C. § 45b). However, Client agrees not to make knowingly false or maliciously misleading statements that could damage the Company’s reputation or business interests.
Any potential transgression of this clause will result in a material breach of this agreement, and. The non-disparagement obligations outlined in this clause shall survive the termination of this Agreement indefinitely.
The Parties agree to keep confidential to themselves the terms of this agreement, along with the nature of any potential dispute/s which may arise, and not use for any collateral or ulterior purposes, the nature of any potential dispute/s, except insofar as is necessary to implement and enforce any of its terms. The confidentiality obligations outlined in this clause shall survive the termination of this Agreement indefinitely.
COMPETITIVE RESTRICTIONS & NON-SOLICITATION
For six (6) months post-termination, the Client will not market or sell a directly competing AI lead-generation consulting service or course.
Neither party will solicit the other's employees or contractors during the term and for 12 months thereafter.
WARRANTY
The Company warrants that it will provide the Services with reasonable skill and care consistent with industry standards. The Company does not warrant uninterrupted or error-free operation of the SaaS Platform. Except as expressly stated, the Services are provided 'as-is' without other warranties.
The Company provides consultation services and implementation support. Though our services and products are tailored for our clients, we cannot give any guarantees or warranties (either express or implied) about results or earning money with the ideas, information, tools and strategies set out in the services, as client results depend on factors outside our control. No earnings guarantee is given. Success depends in part on the time a Client devotes, and his/her/their implementation of the guidance, strategies and support received.
Examples and testimonials illustrate possible outcomes and are not a promise of results. These must not be taken as "typical" results and will not be specific to a Client’s particular circumstances or actions he/she/they choose to take following receipt of the services and products.
The Client acknowledges that any earnings statements, case studies, or testimonials provided are illustrative only and not typical. The Company makes no earnings claims in violation of Federal Trade Commission guidelines.
The Company and all individuals affiliated with this organization assumes no responsibility for the outcome, result, or success of the services, and does not guarantee specific results or outcome.
LIMITATION OF LIABILITY & INDEMNITY
In no event shall the Company be liable for any damages for any indirect, consequential or special damages, or loss of data, earnings, revenue, or profit on the part of the Client, regardless of whether Client was advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy. In no event shall Company’s aggregate liability under this Agreement exceed the total amounts paid by Client in the twelve (12) months preceding the claim. Nothing in this Agreement excludes liability for gross negligence, fraud, or willful misconduct to the extent such exclusion is prohibited by law.
The Company hereby makes no guarantees, representations or warranties of any kind or nature, express or implied, with respect to the services rendered. Each party will indemnify the other against third-party claims arising from its own unlawful conduct.
The Client shall indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) Client’s use of the services, (b) any breach by Client of this Agreement, or (c) Client’s violation of any applicable law or the rights of any third party.
DISPUTE RESOLUTION, GOVERNING LAW, & LEGAL FEES
This Agreement shall be governed and construed in accordance with the laws of the State of Wyoming without regard to its conflicts of law principles. Except for claims by the Company regarding its confidential information, intellectual property, unpaid amounts, or indemnification, all disputes arising under this Agreement shall be resolved by binding arbitration before a single arbitrator under the Federal Arbitration Act and the Commercial Rules of the American Arbitration Association. Arbitration shall take place remotely unless otherwise agreed. Prior to arbitration, the parties will attempt in good faith to resolve any dispute via a
30-minute video call between executive representatives. If unresolved, either party may commence remote arbitration under AAA Rules.
The Client agrees to resolve disputes individually and waives any right to participate in class or consolidated actions.
In the event of any dispute between the Parties concerning this Agreement, the prevailing party, whether the Client or the Company, shall be entitled to an award of reasonable attorneys’ fees and court or arbitration costs directly incurred in connection with such dispute. Recovery shall be limited to customary legal expenses.
TERMINATION & SUSPENSION
The Company may suspend or terminate the Client’s access to the SaaS Platform and/or Services immediately in the event of (i) non-payment, (ii) security risks, (iii) breach of license terms, or (iv) any other material breach of this Agreement, including without limitation breaches of confidentiality, non-disparagement, or non-compete obligations. Suspension does not relieve or pause the Client’s payment obligations. The Company’s termination rights are in addition to any other remedies available at law or in equity.
FORCE MAJEUR
Neither Party shall be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes, governmental actions, internet or telecommunications outages, or other events of force majeure. Payment obligations remain unaffected.
EXPORT CONTROL COMPLIANCE
The Client acknowledges that the Services may be subject to U.S. and international export control laws and regulations. The Client agrees not to use, export, or re-export the Services in violation of any applicable export laws or regulations.
ASSIGNMENT BY COMPANY
The Company may assign this Agreement, in whole or in part, to any affiliate, successor, or acquirer in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, without Client’s prior consent. The Client may not assign this Agreement without the Company’s prior written consent.
ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties. Any modifications or amendments must be in writing and signed by both parties. The Client may not assign this Agreement without written consent. Failure to enforce any provision is not a waiver. If any provision of this Agreement is held invalid or unenforceable, the rest remains in effect, and the affected provision will be enforced to the fullest extent allowed by law. The parties agree this Agreement is jointly drafted and no ambiguity shall be interpreted against either party.
The Parties agree that electronic signatures, acceptance by clickwrap or equivalent online mechanism, and electronic records shall be deemed valid and enforceable execution of this Agreement.
DEFINITIONS:
“SaaS Platform” means the proprietary online software-as-a-service platform made available by the Company to the Client under this Agreement, including the features, modules, and functionality described in the Company’s then-current product documentation, but excluding any third-party applications, beta features, or custom developments not expressly included.
“Client Data” means all data, files, records, content, and other information that is (i) provided by the Client to the Company in connection with the Services, or (ii) collected or generated solely on behalf of the Client through the Client’s use of the SaaS Platform, excluding any Company Materials, Licensed Product, or Intellectual Property of the Company.
“Client Personal Data” means any personal data (as defined under applicable privacy and data protection laws, including GDPR, CCPA, and UAE PDPL) provided by the Client to the Company in connection with the Services.
AI ACQUISITION SILVER
EFFECTIVE DATE & SUBSCRIPTION TERM
This Agreement shall come into effect on the Client onboarding date (the “Effective Date”) and shall remain in force for a period of twelve (12) months, renewing automatically unless terminated in accordance with this Agreement. Either party may terminate this Agreement without cause by providing not less than 30 days’ prior written notice, exercisable only after the expiry of the first year of the Term.
LICENSE GRANT & USAGE RIGHTS
Subject to payment of all fees, the Company grants the Client a limited, non-exclusive, non-transferable, revocable license to access and use the SaaS Platform during the Subscription Term solely for its internal business purposes. Use is limited to authorized users under the Client’s account unless otherwise granted pursuant to Clause 19.
The Client shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Platform, nor share access with third parties without written consent.
The Client shall not benchmark, test, or otherwise evaluate the SaaS Platform for the purpose of developing, marketing, or supporting a competing product or service. Client shall not use the Platform to create derivative works or to train, develop, or support any competing services. All rights not expressly granted to the Client are reserved by the Company.
SERVICES PROVIDED
During the Term, the Company shall provide the following Services to the Client:
Access to the AI Acquisition SaaS Platform and all course content hosted on Heartbeat.
Access to the online community via Heartbeat.
Access to the AI Acquisition AI Technology Stacks.
Initial 1:1 Business Planning Session with one of the Company’s Consultants.
Access to the AI Acquisition Virtual Consultancy with live support for eight (8) hours per day, Monday to Friday.
Onboarding call with an Onboarding Expert.
The Company may modify, update, or substitute elements of the Services in its sole discretion, provided that access to the core SaaS Platform remains available throughout the Subscription Term.
The Company may modify, update, or amend these Terms of Business, the Services, or any policies incorporated by reference (collectively, “Updates”) at any time to reflect improvements to the Platform, changes in applicable law, enhancements to the Services, operational requirements, or other legitimate business needs.
Any Update will become effective upon the earlier of:
posting the revised Terms of Business on the Company’s website or platform; or
sending written notice to the Client via email to the Client’s last known email address on file.
Continued use of the Services after the effective date of any Update constitutes the Client’s acceptance of the revised Terms.
The Client acknowledges and agrees that a new physical signature or written agreement is not required for Updates to become binding, and that acceptance may occur by continued use of the Services consistent with standard industry click-wrap and
browse-wrap principles.
Material changes that significantly affect the Client’s rights, obligations, or financial commitments will be communicated via email with at least five (5) days’ prior notice before taking effect. Non-material or administrative changes may take effect immediately upon posting.
OWNERSHIP OF ASSETS & INTELLECTUAL PROPERTY
Business Assets: The Client retains ownership of all business assets created specifically for the Client.
Platform IP: The Platform, including its code, templates, AI models, processes, and infrastructure, remains the exclusive property of the Company. No rights are granted except those expressly stated in this Agreement.
The Company is not, and shall not be deemed to be, an owner, shareholder, member, partner, officer, director, or representative of the Client’s business at any time. Full equity, control, and access to the Client’s business always remain with the Client.
It is expressly agreed that the Client is not allowed to use or claim the case studies of the Company as their own in their growth plans or marketing campaigns at any time.
DATA OWNERSHIP & DATA PROCESSING
Client Data remains the sole and exclusive property of the Client. Nothing in this Agreement grants the Client any rights in or to the SaaS Platform, Company Materials, Licensed Product, or other Intellectual Property of the Company.
The Company may process Client Personal Data solely as necessary to provide the Services, perform analytics, and improve systems, in compliance with applicable privacy and data protection laws, including but not limited to the EU General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”), the CPRA, and the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (“UAE PDPL”). Upon termination or written request by the Client, the Company shall, within a reasonable period, delete or return all Client Personal Data, subject to (i) applicable legal and regulatory retention requirements, (ii) industry-standard backup and disaster recovery practices, and (iii) the Company’s legitimate business interests (e.g., fraud prevention, compliance evidence).
The parties acknowledge that, for purposes of applicable data protection laws, the Client acts as the controller and the Company acts as the processor of Client Personal Data.
The Client acknowledges that Client Personal Data may be transferred to and processed in jurisdictions outside of its country of origin. The Company shall ensure that such transfers are subject to appropriate safeguards as required by applicable data protection laws (including, where applicable, EU Standard Contractual Clauses or UAE PDPL-approved mechanisms).
The Company shall implement and maintain appropriate technical and organizational measures designed to protect Client Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, consistent with industry standards and applicable data protection laws.
FEES & PAYMENT TERMS
The Client represents and warrants: (a) Client has all requisite power and authority necessary to execute and deliver the Agreement and to perform its obligations; (b) the execution, delivery and performance by Client of the Agreement does not and will not violate any agreement or order to which Client is a party; (c) Client will provide true and accurate information during the onboarding process and during participation; (d) Client shall make a good faith effort to utilize the resources and services provided; and (e) Client will conduct its business activities in compliance with all applicable laws.
Fees
Year 1 Subscription Fees - As agreed at point of sale;
Included in the above pricing is one (1) workspace for Client’s customers on AI-Clients.com.
The Subscription renews automatically annually, unless cancelled in writing at least thirty (30) days before renewal. The Company may adjust annual renewal pricing to reflect system upgrades or increased costs, with at least thirty (30) days' notice.
With the exception of clause 7, the Company has a strict no-refund policy, also insofar as partial months.
The Client acknowledges that initiating a chargeback without first contacting the Company to resolve the issue may result in immediate suspension of access to the Services and liability for collection costs incurred by the Company.
Late payments shall accrue interest at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower.
Third-Party Technology Stack Setup & Subscription Costs
The Client acknowledges that use of the Services requires the setup and ongoing subscription to certain third-party software tools, including (but not limited to) Acquisity, Domains, and Inboxes (collectively, the “Third-Party Tech Stack”).
The Client may elect one of the following setup and billing options:
Client-Managed Setup
The Client may set up and maintain the Third-Party Tech Stack directly using the Client’s own payment methods. In such a case, the Client is solely responsible for all associated subscription fees, renewals, configuration, and ongoing maintenance.
Company-Managed Setup (Paid Service)
At the Client’s request, the Company may set up and administer the Third-Party Tech Stack on the Client’s behalf. Where this option is selected:
For Silver Clients, the cost shall be $477-00 USD for the first month, followed by $387-00 USD per month thereafter;
The Client will be provided with a payment link to activate a recurring subscription for these amounts;
The subscription is billed monthly in advance and is separate from, and in addition to, the Subscription Fees under this Agreement.
Regardless of the setup option selected, the Client acknowledges that Third-Party Tech Stack subscriptions are independent of the Company’s fees and remain the Client’s direct financial responsibility.
The Company shall not be liable for any interruption, suspension, or failure of the Services caused by the Client’s failure to activate, fund, or maintain any required Third-Party Tech Stack subscriptions in good standing.
WORK FOR FREE GUARANTEE
The Company guarantees that the Client will achieve at least $18,105 USD in cash collected revenue in any single calendar month within the first twelve (12) months from the Effective Date (“Performance Threshold”).
If the Client does not achieve the Performance Threshold within the first twelve (12) months, the Company shall continue providing the Services described in Clause 3 at no additional cost until the Performance Threshold is achieved (“Work-for-Free Period”).
To qualify for the Work For Free Guarantee, the Client must have, for the full initial twelve (12) months of the Subscription Term:
maintained an active Subscription in good standing, without suspensions, arrears, failed payments, freezes, or chargebacks at any time;
attended 100% of the twelve (12) annual “Drop-In” Zoom sessions delivered through the Virtual Consultancy, with attendance verified via the Company’s systems;
submitted the “Top 2 Actions” form every weekday for the entire twelve-month period.
Each submission must accurately list the two highest-impact actions personally completed by the Client that day. A limited grace allowance of no more than ten (10) missed submissions is permitted provided that:
each missed submission is notified to the Company within two (2) days of occurrence; and
the reason relates to travel, illness, holidays, or other reasonable personal circumstances;
maintained all required Third-Party Tech Stack subscriptions (including Instantly, ZapMail, n8n, Zoom, and Riverside) in active, funded, and uninterrupted status for the entire Term;
completed the full initial twelve (12) month Subscription Term, without any cancellation, early termination, or interruption. Failure to meet any eligibility requirement voids the Guarantee in full.
The Work-for-Free Period is limited solely to the continuation of Services. No refund or cash payout is provided under this Guarantee.
CONFIDENTIALITY
The Company and the Client shall maintain confidentiality with respect to proprietary information disclosed during the consulting sessions. Any proprietary information and material disclosed during the consultation sessions shall not be disclosed to third parties unless required by law. This excludes learning and teaching shared as part of the Company’s services.
The confidentiality obligations of this Agreement shall survive termination or expiration indefinitely.
USE OF CLIENT WINS
The Client grants the Company express permission to use any Client “Wins” (as voluntarily shared) in their marketing campaigns.
NON-DISPARAGEMENT
Except with respect to a consumer review as defined by the Consumer Review Fairness Act, 15 U.S.C. § 45b, the parties agree that they will not disparage or encourage others to disparage any of the parties to this agreement. For purposes of this agreement, the term disparage includes without limitation comments or statements made in any matter or medium on social media or in the press or in any public forum about the other parties which would adversely affect any manner of the conduct of the business of the parties, without limitations to the parties’ business plans or prospects or the business reputation of the parties.
Nothing herein restricts Client from leaving honest reviews protected under the Consumer Review Fairness Act (15 U.S.C. § 45b). However, Client agrees not to make knowingly false or maliciously misleading statements that could damage the Company’s reputation or business interests.
Any potential transgression of this clause will result in a material breach of this agreement, and. The non-disparagement obligations outlined in this clause shall survive the termination of this Agreement indefinitely.
The Parties agree to keep confidential to themselves the terms of this agreement, along with the nature of any potential dispute/s which may arise, and not use for any collateral or ulterior purposes, the nature of any potential dispute/s, except insofar as is necessary to implement and enforce any of its terms. The confidentiality obligations outlined in this clause shall survive the termination of this Agreement indefinitely.
COMPETITIVE RESTRICTIONS & NON-SOLICITATION
For six (6) months post-termination, the Client will not market or sell a directly competing AI lead-generation consulting service or course.
Neither party will solicit the other's employees or contractors during the term and for 12 months thereafter.
WARRANTY
The Company warrants that it will provide the Services with reasonable skill and care consistent with industry standards. The Company does not warrant uninterrupted or error-free operation of the SaaS Platform. Except as expressly stated, the Services are provided 'as-is' without other warranties.
The Company provides consultation services and implementation support. Though our services and products are tailored for our clients, we cannot give any guarantees (with the exception of clause 7) or warranties (either express or implied) about results or earning money with the ideas, information, tools and strategies set out in the services, as client results depend on factors outside our control. No earnings guarantee is given. Success depends in part on the time a Client devotes, and his/her/their implementation of the guidance, strategies and support received.
Examples and testimonials illustrate possible outcomes and are not a promise of results. These must not be taken as "typical" results and will not be specific to a Client’s particular circumstances or actions he/she/they choose to take following receipt of the services and products.
The Client acknowledges that any earnings statements, case studies, or testimonials provided are illustrative only and not typical. The Company makes no earnings claims in violation of Federal Trade Commission guidelines.
The Company and all individuals affiliated with this organization assumes no responsibility for the outcome, result, or success of the services, and does not guarantee specific results or outcome.
LIMITATION OF LIABILITY & INDEMNITY
In no event shall the Company be liable for any damages for any indirect, consequential or special damages, or loss of data, earnings, revenue, or profit on the part of the Client, regardless of whether Client was advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy. In no event shall Company’s aggregate liability under this Agreement exceed the total amounts paid by Client in the twelve (12) months preceding the claim. Nothing in this Agreement excludes liability for gross negligence, fraud, or willful misconduct to the extent such exclusion is prohibited by law.
The Company hereby makes no guarantees, representations or warranties of any kind or nature, express or implied, with respect to the services rendered. Each party will indemnify the other against third-party claims arising from its own unlawful conduct.
The Client shall indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) Client’s use of the services, (b) any breach by Client of this Agreement, or (c) Client’s violation of any applicable law or the rights of any third party.
DISPUTE RESOLUTION, GOVERNING LAW, & LEGAL FEES
This Agreement shall be governed and construed in accordance with the laws of the State of Wyoming without regard to its conflicts of law principles. Except for claims by the Company regarding its confidential information, intellectual property, unpaid amounts, or indemnification, all disputes arising under this Agreement shall be resolved by binding arbitration before a single arbitrator under the Federal Arbitration Act and the Commercial Rules of the American Arbitration Association. Arbitration shall take place remotely unless otherwise agreed. Prior to arbitration, the parties will attempt in good faith to resolve any dispute via a 30-minute video call between executive representatives. If unresolved, either party may commence remote arbitration under AAA Rules.
The Client agrees to resolve disputes individually and waives any right to participate in class or consolidated actions.
In the event of any dispute between the Parties concerning this Agreement, the prevailing party, whether the Client or the Company, shall be entitled to an award of reasonable attorneys’ fees and court or arbitration costs directly incurred in connection with such dispute. Recovery shall be limited to customary legal expenses.
TERMINATION & SUSPENSION
The Company may suspend or terminate the Client’s access to the SaaS Platform and/or Services immediately in the event of (i) non-payment, (ii) security risks, (iii) breach of license terms, or (iv) any other material breach of this Agreement, including without limitation breaches of confidentiality, non-disparagement, or non-compete obligations. Suspension does not relieve or pause the Client’s payment obligations. The Company’s termination rights are in addition to any other remedies available at law or in equity.
FORCE MAJEUR
Neither Party shall be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes, governmental actions, internet or telecommunications outages, or other events of force majeure. Payment obligations remain unaffected.
EXPORT CONTROL COMPLIANCE
The Client acknowledges that the Services may be subject to U.S. and international export control laws and regulations. The Client agrees not to use, export, or re-export the Services in violation of any applicable export laws or regulations.
ASSIGNMENT BY COMPANY
The Company may assign this Agreement, in whole or in part, to any affiliate, successor, or acquirer in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, without Client’s prior consent. The Client may not assign this Agreement without the Company’s prior written consent.
WHITE LABEL (RE-SELLING) - CLIENT OBLIGATIONS
License Grant. Subject to payment of applicable fees, the Company grants the Client a limited, revocable, non-exclusive, non-transferable license to market, promote, and resell the Licensed Product in accordance with this Agreement.
One-Tier Limitation. The Client may sell the listed number of Licensed Products only to End Clients for their own internal use. End Clients are expressly prohibited from sublicensing, reselling, or otherwise redistributing the Licensed Product.
No Exclusivity. The Company may appoint other resellers or sell directly to end users at its sole discretion.
Independent Contractor. Client is an independent business and not an employee, partner, joint venture, or agent of the Company.
Client will promote and sell the Licensed Product truthfully and in compliance with all applicable laws, including FTC guidelines, anti-spam laws, and data privacy regulations.
Client will not make any performance, ROI, or earnings claims about the Licensed Product that are not expressly approved in writing by the Company.
All marketing and sales materials that reference the Company or Licensed Product must be pre-approved by the Company unless they are provided directly by the Company.
Client will contract directly with its End Clients.
The Client’s End Client agreement must clearly state that the Company is not a party to the contract, provides no warranties, and has no liability to the End Client.
Client is solely responsible for first-line support and account management of End Clients, unless otherwise agreed in writing.
No Privity. The Company will have no contractual or direct relationship with any End Client of the Client.
No Liability. The Company disclaims all responsibility for, and shall have no liability arising from:
The Client’s representations, warranties, or contractual commitments to End Clients.
Any disputes between Client and End Clients.
The use, misuse, or failure of the Licensed Product by an End Client.
Ownership. All rights, title, and interest in the Licensed Product, associated documentation, and any derivative works are and shall remain the exclusive property of the Company.
Restrictions. The Client shall not reverse-engineer, modify, or create derivative works of the Licensed Product, nor permit others to do so.
The Client is responsible for complying with all applicable laws and regulations in its territory, including but not limited to:
FTC Act and truth-in-advertising standards
CAN-SPAM Act and other anti-spam laws
GDPR, CCPA, and other privacy laws where applicable
The Client will indemnify the Company against any claims or penalties arising from its failure to comply with these obligations.
The Client will defend, indemnify, and hold harmless the Company, its affiliates, and their officers, directors, and employees from and against any and all claims, damages, liabilities, costs, and expenses arising from:
Any breach of this Agreement by the Client.
Any contract, representation, or warranty made by the Client to an End Client.
Any violation of applicable law by the Client.
The Company will not be liable for any indirect, incidental, consequential, punitive, or special damages, including lost profits or business interruption.
ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties. Any modifications or amendments must be in writing and signed by both parties. The Client may not assign this Agreement without written consent. Failure to enforce any provision is not a waiver. If any provision of this Agreement is held invalid or unenforceable, the rest remains in effect, and the affected provision will be enforced to the fullest extent allowed by law. The parties agree this Agreement is jointly drafted and no ambiguity shall be interpreted against either party.
The Parties agree that electronic signatures, acceptance by clickwrap or equivalent online mechanism, and electronic records shall be deemed valid and enforceable execution of this Agreement.
DEFINITIONS:
“SaaS Platform” means the proprietary online software-as-a-service platform made available by the Company to the Client under this Agreement, including the features, modules, and functionality described in the Company’s then-current product documentation, but excluding any third-party applications, beta features, or custom developments not expressly included.
“Client Data” means all data, files, records, content, and other information that is (i) provided by the Client to the Company in connection with the Services, or (ii) collected or generated solely on behalf of the Client through the Client’s use of the SaaS Platform, excluding any Company Materials, Licensed Product, or Intellectual Property of the Company.
“Client Personal Data” means any personal data (as defined under applicable privacy and data protection laws, including GDPR, CCPA, and UAE PDPL) provided by the Client to the Company in connection with the Services.
AI ACQUISITION GOLD
EFFECTIVE DATE & SUBSCRIPTION TERM
This Agreement shall come into effect on the Client onboarding date (the “Effective Date”) and shall remain in force for a period of twelve (12) months, renewing automatically unless terminated in accordance with this Agreement. Either party may terminate this Agreement without cause by providing not less than 30 days’ prior written notice, exercisable only after the expiry of the first year of the Term.
LICENSE GRANT & USAGE RIGHTS
Subject to payment of all fees, the Company grants the Client a limited, non-exclusive, non-transferable, revocable license to access and use the SaaS Platform during the Subscription Term solely for its internal business purposes. Use is limited to authorized users under the Client’s account unless otherwise granted pursuant to Clause 19.
The Client shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Platform, nor share access with third parties without written consent.
The Client shall not benchmark, test, or otherwise evaluate the SaaS Platform for the purpose of developing, marketing, or supporting a competing product or service. Client shall not use the Platform to create derivative works or to train, develop, or support any competing services. All rights not expressly granted to the Client are reserved by the Company.
SERVICES PROVIDED
During the Term, the Company shall provide the following Services to the Client:
Access to the AI Acquisition SaaS Platform and all course content hosted on Heartbeat.
Access to the online community via Heartbeat.
Access to the AI Acquisition AI Technology Stacks.
Initial 1:1 Business Planning Session with one of the Company’s Consultants.
Access to the AI Acquisition Virtual Consultancy with live support for sixteen (16) hours per day, Monday to Friday.
Access to the AI Acquisition Executive Team Slack Channel.
Onboarding call with an Onboarding Expert.
System setup including company name, branding, website, social media, finance documents, client-acquisition system, call-booking agent, CRM, and Virtual Assistant recruitment support.
System setup (excluding Recruitment) shall be completed within thirty (30) business days of onboarding unless otherwise agreed in writing.
The Company may modify, update, or substitute elements of the Services in its sole discretion, provided that access to the core SaaS Platform remains available throughout the Subscription Term.
The Company may modify, update, or amend these Terms of Business, the Services, or any policies incorporated by reference (collectively, “Updates”) at any time to reflect improvements to the Platform, changes in applicable law, enhancements to the Services, operational requirements, or other legitimate business needs.
Any Update will become effective upon the earlier of:
posting the revised Terms of Business on the Company’s website or platform; or
sending written notice to the Client via email to the Client’s last known email address on file.
Continued use of the Services after the effective date of any Update constitutes the Client’s acceptance of the revised Terms.
The Client acknowledges and agrees that a new physical signature or written agreement is not required for Updates to become binding, and that acceptance may occur by continued use of the Services consistent with standard industry click-wrap and
browse-wrap principles.
Material changes that significantly affect the Client’s rights, obligations, or financial commitments will be communicated via email with at least five (5) days’ prior notice before taking effect. Non-material or administrative changes may take effect immediately upon posting.
OWNERSHIP OF ASSETS & INTELLECTUAL PROPERTY
Business Assets: The Client retains ownership of all business assets created specifically for the Client.
Platform IP: The Platform, including its code, templates, AI models, processes, and infrastructure, remains the exclusive property of the Company. No rights are granted except those expressly stated in this Agreement.
The Company is not, and shall not be deemed to be, an owner, shareholder, member, partner, officer, director, or representative of the Client’s business at any time. Full equity, control, and access to the Client’s business always remain with the Client.
It is expressly agreed that the Client is not allowed to use or claim the case studies of the Company as their own in their growth plans or marketing campaigns at any time.
DATA OWNERSHIP & DATA PROCESSING
Client Data remains the sole and exclusive property of the Client. Nothing in this Agreement grants the Client any rights in or to the SaaS Platform, Company Materials, Licensed Product, or other Intellectual Property of the Company.
The Company may process Client Personal Data solely as necessary to provide the Services, perform analytics, and improve systems, in compliance with applicable privacy and data protection laws, including but not limited to the EU General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”), the CPRA, and the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (“UAE PDPL”). Upon termination or written request by the Client, the Company shall, within a reasonable period, delete or return all Client Personal Data, subject to (i) applicable legal and regulatory retention requirements, (ii) industry-standard backup and disaster recovery practices, and (iii) the Company’s legitimate business interests (e.g., fraud prevention, compliance evidence).
The parties acknowledge that, for purposes of applicable data protection laws, the Client acts as the controller and the Company acts as the processor of Client Personal Data.
The Client acknowledges that Client Personal Data may be transferred to and processed in jurisdictions outside of its country of origin. The Company shall ensure that such transfers are subject to appropriate safeguards as required by applicable data protection laws (including, where applicable, EU Standard Contractual Clauses or UAE PDPL-approved mechanisms).
The Company shall implement and maintain appropriate technical and organizational measures designed to protect Client Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, consistent with industry standards and applicable data protection laws.
FEES & PAYMENT TERMS
The Client represents and warrants: (a) Client has all requisite power and authority necessary to execute and deliver the Agreement and to perform its obligations; (b) the execution, delivery and performance by Client of the Agreement does not and will not violate any agreement or order to which Client is a party; (c) Client will provide true and accurate information during the onboarding process and during participation; (d) Client shall make a good faith effort to utilize the resources and services provided; and (e) Client will conduct its business activities in compliance with all applicable laws.
Fees
Year 1 Subscription Fees - As agreed at point of sale;
Included in the above pricing is four (4) workspaces for Client’s customers on AI-Clients.com.
The Subscription renews automatically annually, unless cancelled in writing at least thirty (30) days before renewal. The Company may adjust annual renewal pricing to reflect system upgrades or increased costs, with at least thirty (30) days' notice.
With the exception of clause 7, the Company has a strict no-refund policy, also insofar as partial months.
The Client acknowledges that initiating a chargeback without first contacting the Company to resolve the issue may result in immediate suspension of access to the Services and liability for collection costs incurred by the Company.
Late payments shall accrue interest at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower.
Third-Party Technology Stack Setup & Subscription Costs
The Client acknowledges that use of the Services requires the setup and ongoing subscription to certain third-party software tools, including (but not limited to) Acquisity, Domains, Inboxes, Google Workspace (for main business use), Zoom, and Website (collectively, the “Third-Party Tech Stack”).
The Client may elect one of the following setup and billing options:
Client-Managed Setup
The Client may set up and maintain the Third-Party Tech Stack directly using the Client’s own payment methods. In such a case, the Client is solely responsible for all associated subscription fees, renewals, configuration, and ongoing maintenance.
Company-Managed Setup (Paid Service)
At the Client’s request, the Company may set up and administer the Third-Party Tech Stack on the Client’s behalf. Where this option is selected:
For Gold Clients, the cost shall be $517-00 USD for the first month, followed by $427-00 USD per month thereafter;
The Client will be provided with a payment link to activate a recurring subscription for these amounts;
The subscription is billed monthly in advance and is separate from, and in addition to, the Subscription Fees under this Agreement.
Regardless of the setup option selected, the Client acknowledges that Third-Party Tech Stack subscriptions are independent of the Company’s fees and remain the Client’s direct financial responsibility.
The Company shall not be liable for any interruption, suspension, or failure of the Services caused by the Client’s failure to activate, fund, or maintain any required Third-Party Tech Stack subscriptions in good standing.
WORK FOR FREE GUARANTEE
The Company guarantees that the Client will achieve at least $18,105 USD in cash collected revenue in any single calendar month within the first twelve (12) months from the Effective Date (“Performance Threshold”).
If the Client does not achieve the Performance Threshold within the first twelve (12) months, the Company shall continue providing the Services described in Clause 3 at no additional cost until the Performance Threshold is achieved (“Work-for-Free Period”).
To qualify for the Work For Free Guarantee, the Client must have, for the full initial twelve (12) months of the Subscription Term:
maintained an active Subscription in good standing, without suspensions, arrears, failed payments, freezes, or chargebacks at any time;
attended 100% of the twelve (12) annual “Drop-In” Zoom sessions delivered through the Virtual Consultancy, with attendance verified via the Company’s systems;
submitted the “Top 2 Actions” form every weekday for the entire twelve-month period.
Each submission must accurately list the two highest-impact actions personally completed by the Client that day. A limited grace allowance of no more than ten (10) missed submissions is permitted provided that:
each missed submission is notified to the Company within two (2) days of occurrence; and
the reason relates to travel, illness, holidays, or other reasonable personal circumstances;
maintained all required Third-Party Tech Stack subscriptions (including Instantly, ZapMail, n8n, Zoom, and Riverside) in active, funded, and uninterrupted status for the entire Term;
completed the full initial twelve (12) month Subscription Term, without any cancellation, early termination, or interruption. Failure to meet any eligibility requirement voids the Guarantee in full.
The Work-for-Free Period is limited solely to the continuation of Services. No refund or cash payout is provided under this Guarantee.
CONFIDENTIALITY
The Company and the Client shall maintain confidentiality with respect to proprietary information disclosed during the consulting sessions. Any proprietary information and material disclosed during the consultation sessions shall not be disclosed to third parties unless required by law. This excludes learning and teaching shared as part of the Company’s services.
The confidentiality obligations of this Agreement shall survive termination or expiration indefinitely.
USE OF CLIENT WINS
The Client grants the Company express permission to use any Client “Wins” (as voluntarily shared) in their marketing campaigns.
NON-DISPARAGEMENT
Except with respect to a consumer review as defined by the Consumer Review Fairness Act, 15 U.S.C. § 45b, the parties agree that they will not disparage or encourage others to disparage any of the parties to this agreement. For purposes of this agreement, the term disparage includes without limitation comments or statements made in any matter or medium on social media or in the
press or in any public forum about the other parties which would adversely affect any manner of the conduct of the business of the parties, without limitations to the parties’ business plans or prospects or the business reputation of the parties.
Nothing herein restricts Client from leaving honest reviews protected under the Consumer Review Fairness Act (15 U.S.C. § 45b). However, Client agrees not to make knowingly false or maliciously misleading statements that could damage the Company’s reputation or business interests.
Any potential transgression of this clause will result in a material breach of this agreement, and. The non-disparagement obligations outlined in this clause shall survive the termination of this Agreement indefinitely.
The Parties agree to keep confidential to themselves the terms of this agreement, along with the nature of any potential dispute/s which may arise, and not use for any collateral or ulterior purposes, the nature of any potential dispute/s, except insofar as is necessary to implement and enforce any of its terms. The confidentiality obligations outlined in this clause shall survive the termination of this Agreement indefinitely.
COMPETITIVE RESTRICTIONS & NON-SOLICITATION
For six (6) months post-termination, the Client will not market or sell a directly competing AI lead-generation consulting service or course.
Neither party will solicit the other's employees or contractors during the term and for 12 months thereafter.
WARRANTY
The Company warrants that it will provide the Services with reasonable skill and care consistent with industry standards. The Company does not warrant uninterrupted or error-free operation of the SaaS Platform. Except as expressly stated, the Services are provided 'as-is' without other warranties.
The Company provides consultation services and implementation support. Though our services and products are tailored for our clients, we cannot give any guarantees (with the exception of clause 7) or warranties (either express or implied) about results or earning money with the ideas, information, tools and strategies set out in the services, as client results depend on factors outside our control. No earnings guarantee is given. Success depends in part on the time a Client devotes, and his/her/their implementation of the guidance, strategies and support received.
Examples and testimonials illustrate possible outcomes and are not a promise of results. These must not be taken as "typical" results and will not be specific to a Client’s particular circumstances or actions he/she/they choose to take following receipt of the services and products.
The Client acknowledges that any earnings statements, case studies, or testimonials provided are illustrative only and not typical. The Company makes no earnings claims in violation of Federal Trade Commission guidelines.
The Company and all individuals affiliated with this organization assumes no responsibility for the outcome, result, or success of the services, and does not guarantee specific results or outcome.
LIMITATION OF LIABILITY & INDEMNITY
In no event shall the Company be liable for any damages for any indirect, consequential or special damages, or loss of data, earnings, revenue, or profit on the part of the Client, regardless of whether Client was advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy. In no event shall Company’s aggregate liability under this Agreement exceed the total amounts paid by Client in the twelve (12) months preceding the claim. Nothing in this Agreement excludes liability for gross negligence, fraud, or willful misconduct to the extent such exclusion is prohibited by law.
The Company hereby makes no guarantees, representations or warranties of any kind or nature, express or implied, with respect to the services rendered. Each party will indemnify the other against third-party claims arising from its own unlawful conduct.
The Client shall indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) Client’s use of the services, (b) any breach by Client of this Agreement, or (c) Client’s violation of any applicable law or the rights of any third party.
DISPUTE RESOLUTION, GOVERNING LAW, & LEGAL FEES
This Agreement shall be governed and construed in accordance with the laws of the State of Wyoming without regard to its conflicts of law principles. Except for claims by the Company regarding its confidential information, intellectual property, unpaid amounts, or indemnification, all disputes arising under this Agreement shall be resolved by binding arbitration before a single
arbitrator under the Federal Arbitration Act and the Commercial Rules of the American Arbitration Association. Arbitration shall take place remotely unless otherwise agreed. Prior to arbitration, the parties will attempt in good faith to resolve any dispute via a 30-minute video call between executive representatives. If unresolved, either party may commence remote arbitration under AAA Rules.
The Client agrees to resolve disputes individually and waives any right to participate in class or consolidated actions.
In the event of any dispute between the Parties concerning this Agreement, the prevailing party, whether the Client or the Company, shall be entitled to an award of reasonable attorneys’ fees and court or arbitration costs directly incurred in connection with such dispute. Recovery shall be limited to customary legal expenses.
TERMINATION & SUSPENSION
The Company may suspend or terminate the Client’s access to the SaaS Platform and/or Services immediately in the event of (i) non-payment, (ii) security risks, (iii) breach of license terms, or (iv) any other material breach of this Agreement, including without limitation breaches of confidentiality, non-disparagement, or non-compete obligations. Suspension does not relieve or pause the Client’s payment obligations. The Company’s termination rights are in addition to any other remedies available at law or in equity.
FORCE MAJEUR
Neither Party shall be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes, governmental actions, internet or telecommunications outages, or other events of force majeure. Payment obligations remain unaffected.
EXPORT CONTROL COMPLIANCE
The Client acknowledges that the Services may be subject to U.S. and international export control laws and regulations. The Client agrees not to use, export, or re-export the Services in violation of any applicable export laws or regulations.
ASSIGNMENT BY COMPANY
The Company may assign this Agreement, in whole or in part, to any affiliate, successor, or acquirer in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, without Client’s prior consent. The Client may not assign this Agreement without the Company’s prior written consent.
WHITE LABEL (RE-SELLING) - CLIENT OBLIGATIONS
License Grant. Subject to payment of applicable fees, the Company grants the Client a limited, revocable, non-exclusive, non-transferable license to market, promote, and resell the Licensed Product in accordance with this Agreement.
One-Tier Limitation. The Client may sell the listed number of Licensed Products only to End Clients for their own internal use. End Clients are expressly prohibited from sublicensing, reselling, or otherwise redistributing the Licensed Product.
No Exclusivity. The Company may appoint other resellers or sell directly to end users at its sole discretion.
Independent Contractor. Client is an independent business and not an employee, partner, joint venture, or agent of the Company.
Client will promote and sell the Licensed Product truthfully and in compliance with all applicable laws, including FTC guidelines, anti-spam laws, and data privacy regulations.
Client will not make any performance, ROI, or earnings claims about the Licensed Product that are not expressly approved in writing by the Company.
All marketing and sales materials that reference the Company or Licensed Product must be pre-approved by the Company unless they are provided directly by the Company.
Client will contract directly with its End Clients.
The Client’s End Client agreement must clearly state that the Company is not a party to the contract, provides no warranties, and has no liability to the End Client.
Client is solely responsible for first-line support and account management of End Clients, unless otherwise agreed in writing.
No Privity. The Company will have no contractual or direct relationship with any End Client of the Client.
No Liability. The Company disclaims all responsibility for, and shall have no liability arising from:
The Client’s representations, warranties, or contractual commitments to End Clients.
Any disputes between Client and End Clients.
The use, misuse, or failure of the Licensed Product by an End Client.
Ownership. All rights, title, and interest in the Licensed Product, associated documentation, and any derivative works are and shall remain the exclusive property of the Company.
Restrictions. The Client shall not reverse-engineer, modify, or create derivative works of the Licensed Product, nor permit others to do so.
The Client is responsible for complying with all applicable laws and regulations in its territory, including but not limited to:
FTC Act and truth-in-advertising standards
CAN-SPAM Act and other anti-spam laws
GDPR, CCPA, and other privacy laws where applicable
The Client will indemnify the Company against any claims or penalties arising from its failure to comply with these obligations.
The Client will defend, indemnify, and hold harmless the Company, its affiliates, and their officers, directors, and employees from and against any and all claims, damages, liabilities, costs, and expenses arising from:
Any breach of this Agreement by the Client.
Any contract, representation, or warranty made by the Client to an End Client.
Any violation of applicable law by the Client.
The Company will not be liable for any indirect, incidental, consequential, punitive, or special damages, including lost profits or business interruption.
ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties. Any modifications or amendments must be in writing and signed by both parties. The Client may not assign this Agreement without written consent. Failure to enforce any provision is not a waiver. If any provision of this Agreement is held invalid or unenforceable, the rest remains in effect, and the affected provision will be enforced to the fullest extent allowed by law. The parties agree this Agreement is jointly drafted and no ambiguity shall be interpreted against either party.
The Parties agree that electronic signatures, acceptance by clickwrap or equivalent online mechanism, and electronic records shall be deemed valid and enforceable execution of this Agreement.
DEFINITIONS:
“SaaS Platform” means the proprietary online software-as-a-service platform made available by the Company to the Client under this Agreement, including the features, modules, and functionality described in the Company’s then-current product documentation, but excluding any third-party applications, beta features, or custom developments not expressly included.
“Client Data” means all data, files, records, content, and other information that is (i) provided by the Client to the Company in connection with the Services, or (ii) collected or generated solely on behalf of the Client through the Client’s use of the SaaS Platform, excluding any Company Materials, Licensed Product, or Intellectual Property of the Company.
“Client Personal Data” means any personal data (as defined under applicable privacy and data protection laws, including GDPR, CCPA, and UAE PDPL) provided by the Client to the Company in connection with the Services.