LAST UPDATED MARCH 9TH, 2024

Kindly review these Terms of Service thoroughly. Upon acceptance, these Terms of Service, along with our Privacy Policy (referred to collectively as the "Terms"), establish a legally binding agreement between you (or the business entity you represent) and Prospect DNA and its respective officers, directors, successors, and assigns (referred to hereafter as "Prospect DNA," "we," or "us"), governing your access to and use of the Platform and all other interactions with Prospect DNA related to the Platform.

If you do not consent to these Terms, refrain from accepting them, creating an account, or utilizing the Platform. In the event of any inconsistency between these Terms of Service and any additional agreements referenced herein, these Terms of Service shall take precedence.

Prospect DNA retains the right to modify these Terms at its discretion and without prior notice. All modifications become effective immediately upon posting. Your ongoing use of the Platform subsequent to the posting of any revised Terms indicates your acceptance and agreement to abide by the updated Terms.

For legal guidance on ensuring your compliance with these Terms and relevant laws while using the Platform, it is advisable to seek counsel from a qualified attorney.

Use of the Platform

1.1. Age Limitations: You must be at least 18 years old to access and use the Platform. By accepting these Terms, creating a Platform Account, or utilizing the Platform, you affirm that you meet the age requirement. It is prohibited to establish a Customer account unless you are at least 18 years old. If you are a parent or legal guardian authorizing a Minor (an individual at least 13 but under 18 years old) to create a Customer account and/or utilize the Platform, you agree to: (i) supervise the Minor's use of the Platform and their account; (ii) assume all associated risks and liabilities arising from the Minor's use of the Platform and their Customer account; (iii) ensure the appropriateness of Platform content for the Minor; (iv) confirm the accuracy of all information provided to us by the Minor; and (v) provide consents, representations, and warranties as outlined in the Terms on behalf of the Minor.

1.2. Ownership of Platform Account: Your access to the Platform is contingent upon your provision of accurate, current, and complete information during the registration process for a Platform Account. The Platform is designed for business purposes or for use in conjunction with an individual's profession, craft, or trade. As the individual accepting these Terms, you hold ownership of the Platform Account, unless you are representing a business entity, in which case, the business entity assumes ownership of the Platform Account. If you accept these Terms on behalf of a business entity, you affirm and warrant that you possess the authority to legally bind the business entity to these terms.

1.3. Intended Utilization: You, your employees, subcontractors, successors, assigns, prospects, or clientele (hereinafter referred to as your “Associates”) are permitted to utilize the Platform solely for lawful purposes and in accordance with these Terms. It is agreed that you and your Associates will refrain from utilizing the Platform in any manner that is against applicable laws or regulations or engages in any Prohibited Uses. Moreover, you assert and guarantee that: (i) You and your Associates will uphold all necessary licenses, permissions, authorizations, consents, and permits to fulfill the obligations outlined in these Terms; (ii) You bear full responsibility for your actions and those of your employees, agents, and Associates who utilize the Platform; (iii) You are wholly accountable for your Associates utilization of the Platform; (iv) You, your employees, agents, and Associates will not misrepresent the Platform or its Services; (v) You will disseminate these Terms to your employees, agents, and Associates and ensure their understanding that they are bound by these Terms upon utilization or provision of access to the Platform; (vi) You possess or control all rights to all content you furnish to Prospect DNA, including, but not limited to, any code provided to customize the Platform for your Associates; (vii) You shall assume sole responsibility for your utilization of the Platform, inclusive of the quality and integrity of any data and other information, including Information, furnished to us by or for you through Platform usage; and (viii) You, your employees, and your Associates shall provide reasonable cooperation concerning information requests from law enforcement, regulators, or telecommunication providers.

1.4. Privacy Policy: Through utilization of the Platform and provision of Information on or through it, you explicitly consent to Prospect DNA's utilization and disclosure of the Information in compliance with the Privacy Policy accessible here and incorporated herein by reference. You acknowledge that Prospect DNA bears no responsibility or liability for the deletion or failure to retain any Information or content maintained or transmitted on or through the Platform. Upon utilizing a landing page, website, funnel, or other web page generated by our platform, you must establish and enforce your own Privacy Policy for your prospects and clientele, ensuring a level of protection at least equivalent to that afforded to you by Prospect DNA. Consent from your Associates explicitly acknowledging their agreement to be bound by your privacy policy, must be obtained. You assert and guarantee that you have issued, and will continue to issue, adequate notices and have obtained, and will continue to obtain, the requisite permissions and consents to furnish your Associates’ data to us for utilization and disclosure in accordance with these Terms and our Privacy Policy.

1.5. Login Credentials: Safeguarding the confidentiality of your Login Credentials is your responsibility. You are liable for all uses of your Platform Account and Login Credentials, irrespective of whether authorized by you. Prompt notification to Prospect DNA of any unauthorized access to or use of your Platform Account or Login Credentials, or any other security breaches, is incumbent upon you. Prospect DNA retains the right to deactivate your Login Credentials at its discretion, for any reason or none, including if, in Prospect DNA's judgment, you have circumvented any provision of these Terms. Platform Accounts are non-transferable. It is your obligation to implement preventive measures to prevent unauthorized individuals from accessing your Platform Account with your Login Credentials.

1.6. Utilization of Communication Services: Within the Platform, certain communication functionalities, such as SMS, MMS, email, and voice call capabilities, may be available. By employing these features, you acknowledge that you bear sole responsibility for all communications dispatched using the Platform, including adherence to all pertinent laws regulating such communications, such as the Telephone Consumer Protection Act (“TCPA”) and the CAN-SPAM Act. You assert and guarantee that you comprehend and will adhere to these laws. Prospect DNA bears no responsibility for your compliance with these laws and does not assert that your utilization of the Platform will conform to any legal requirements. Prospect DNA operates solely as a technology Platform communication service application provider. It does not originate, send, or deliver any communications to recipients via SMS, MMS, email, or any other communication method. You retain control over the message content, timing, dispatch, fraud prevention, and call capabilities. All communications, whether SMS, MMS, email, or otherwise, are initiated by you and/or your Associates, whether manually generated by you or automatically dispatched via the Platform at your behest.

1.7. Third Party Services: The Platform may incorporate or utilize Third Party Services. Prospect DNA bears no responsibility for the functionality or accessibility of these Third Party Services. In the event you opt to pause or delete segments or the entirety of your Platform Account, certain features or functionalities (e.g., LeadConnector phone numbers or email services) may become irretrievable upon reactivation. Unless otherwise agreed upon, should you suspend segments or the entirety of your Platform Account for a duration exceeding thirty (30) days, while Prospect DNA continues incurring expenses related to Third Party Services (e.g., securing specific phone numbers on your behalf), Prospect DNA reserves the right to relinquish the phone number or delete segments or the entirety of your Platform Account at its discretion, without incurring liability. Prospect DNA disclaims all liability concerning outages or downtimes of Third Party Services.

1.8. Third Party Content: Third Party Content may be present within the Platform. Your engagement with Third Party Content is entirely at your own discretion and risk. Any statements or opinions articulated in Third Party Content solely represent the viewpoints and responsibilities of the respective third party, and do not necessarily represent the stance of Prospect DNA. Prospect DNA assumes no responsibility for Third Party Content, does not endorse, represent, or warrant it, and disclaims all liability, obligations, or responsibilities associated with Third Party Content. You are responsible for ensuring that your interactions or transactions involving Third Party Content adhere to these Terms and any relevant laws.

1.9. Customizations: Sections of the Platform may be customized by you, incorporating your name, logo, trademark, and color scheme into your designated access area within the Platform. You bear sole responsibility for addressing any copyright, trademark, or other intellectual property concerns related to your and your customers’ customized interface within the Platform. You acknowledge that full customization of the Platform to align with your distinct branding may be limited if such customization appears to be independently developed. Prospect DNA retains the right to remove any of your customizations at any time without prior notice and without incurring liability.

1.10. Usage Restrictions: The Platform operates on a tiered-pricing model, wherein certain tiers accommodate higher data volumes with minimal performance impact. Prospect DNA assumes no liability for any adverse effects stemming from your data usage. Should Prospect DNA, at its sole discretion, deem your data usage excessive, abusive, or detrimental to the Platform in any manner, we reserve the right to take the following actions: (1) necessitate an upgrade of your Services to maintain activity levels if your data usage surpasses the intended capacity of your current Platform tier or if the operational expenses incurred by Prospect DNA to sustain your Platform usage exceed the subscription fee; (2) suspend or terminate your Platform or Services access; and/or (3) reduce the allowable data usage.

1.11. Platform Modifications: Prospect DNA retains the right to implement updates or alterations to the Platform at any time, potentially affecting its previous operational mode. By utilizing the Platform or procuring Services, you acknowledge that such usage is independent of Prospect DNA's delivery or rollout of any functionality or feature, including the continuation of specific Services or any third-party services.

1.12. Global Utilization: Utilization of the Platform is prohibited for individuals situated in embargoed countries or categorized as sanctioned entities or persons. Prospect DNA does not affirm that Platform materials are suitable or accessible for usage in locations outside the United States. Individuals opting to access the Platform from other locations do so voluntarily and at their own risk. In such cases, compliance with local jurisdictional laws, including those governing online product taxation, becomes the user's responsibility. Any offers pertaining to products, Services, and/or information associated with the Platform are null and void where prohibited.

Prohibited Uses

The following activities are deemed Prohibited Uses of the Platform. Engaging in any Prohibited Use constitutes a material breach of this Agreement, empowering Prospect DNA to promptly suspend or terminate your Platform Account, as outlined in these Terms:

- Utilizing the Platform in circumvention of any applicable laws or regulations within the United States.

- Exploiting, harming, or attempting to exploit or harm any individual via the Platform.

- Sending, receiving, uploading, downloading, or reusing any material that circumvents these Terms.

- Transmitting or procuring the sending of unlawful advertising or promotional material, such as “junk mail,” “chain letters,” “spam,” or similar solicitations.

- Impersonating or attempting to impersonate Prospect DNA, a Prospect DNA employee, another user, or any entity, using associated email addresses or otherwise.

- Conducting activities that hinder or impede any individual's use or enjoyment of the Platform.

- Engaging in behavior that, as determined by Prospect DNA, may harm Platform users, Prospect DNA, or expose either party to liability.

- Utilizing the Platform in a manner that could disable, overload, impair, or damage the Platform, or disrupt another party's use of the Platform, including real-time activities.

- Employing any automated device, process, or means to access the Platform, including monitoring or copying Platform materials.

- Monitoring or copying Platform materials manually or for any unauthorized purposes without prior written consent from Prospect DNA.

- Using any device, software, or routine that disrupts the proper functioning of the Platform.

- Introducing malicious or technologically harmful elements such as viruses, Trojan horses, worms, logic bombs, or similar material.

- Attempting to gain unauthorized access to, interfere with, damage, or disrupt any portion of the Platform, its servers, or connected databases.

- Attacking the Platform through denial-of-service attacks or distributed denial-of-service attacks.

- Otherwise attempting to interfere with the normal operation of the Platform.

Payment

a. Fees: Your access to the Platform is contingent upon timely payment of all Fees. These Fees may fluctuate periodically. All Fees exclude Communication Surcharges, which you are responsible for paying in conjunction with Platform usage. Communication Surcharges will be itemized separately on invoices. Fees and Communication Surcharges are nonrefundable and billed to the credit card on record. Subscription Fees are billed in advance. You agree to furnish accurate billing details (name, address, credit card details, and phone number) and promptly notify us of any changes within 10 days.

b. Noncancellable Fees: Some Service subscriptions necessitate a noncancellable minimum commitment, which remains in effect until fulfilled. Fees for such commitments are automatically billed until the minimum term is met.

c. No Markup: You are prohibited from inflating any Prospect DNA Fees passed on to your customers or third parties. You bear full responsibility for pass-through Fees and associated expenses, including refunds and chargebacks. Prospect DNA assumes no responsibility for resolving disputes between you and your customers regarding pass-through Fees.

d. Taxes: You are solely liable for Taxes linked to your Platform use and transactions with customers. Prospect DNA may collect Taxes as part of Fees when legally mandated or as deemed appropriate. All Tax determinations by Prospect DNA are final. You must indemnify Prospect DNA for Tax-related Claims arising from your Platform activities, including customer transactions. Taxes are nonrefundable.

e. Overdue Amounts: If your credit card fails to remit payment for Services, we reserve the right to suspend or terminate Platform access and Services delivery, requiring alternative payment for overdue Fees and related costs. Legal action to recover unpaid sums may result in reimbursement requests for associated expenses, including attorney fees.

f. Payment Disputes: Notify us in writing within sixty (60) days of invoiced Fees or charges subject to dispute. All Fees and charges must be paid while disputes are pending to retain the right to contest them. Act reasonably and in good faith, cooperating with us to resolve disputes. Our determinations regarding invoiced Fees are final.

g. No Refunds or Credits: Aside from the exceptions noted below, all Fees charged by Prospect DNA are non-refundable. You are solely accountable for any surplus Fees resulting from errors or omissions on your part or that of a third party. Prospect DNA does not offer refunds or credits for such errors, omissions, or for partially utilized or unused Platform or Services subscriptions. If you subscribe to a service but fail to access it, you remain liable for all Fees throughout the subscription term. Except where mandated by law, Prospect DNA reserves the right to grant or deny a refund or credit at its sole discretion, for any reason, and its decision on issuing or denying such refunds or credits is final.

h. Cancellations: You bear sole responsibility for canceling Services linked to your account and will be liable for all Fees accrued until cancellation is effected. No refunds will be issued for failure to properly cancel associated Services.

i. Your Responsibility For Financial Transactions: You assume full responsibility for all financial transactions conducted by you and your customers on the Platform or using the Services, including those facilitated by billing tools enabled by the Services. You are exclusively responsible for all chargebacks arising from your and your customers' activities, regardless of the chargeback's cause.

Referral Program

Prospect DNA administers an Referral Program whereby customers may earn commissions for referring new paid accounts to Prospect DNA. Participation in the Referral Program is subject to approval by Prospect DNA and your acceptance of the Referral Agreement, available here and incorporated herein by reference. To earn and receive referral payouts, you must establish a payment account linked to your Prospect DNA account. Commissions may be forfeited if payment to your account cannot be processed by Prospect DNA for any reason.

Intellectual Property

6.1. Platform Content: The Platform and its content are the property of Prospect DNA or its licensors and are safeguarded by copyright, trademark, and other intellectual property laws, except as otherwise stated herein. While using the Platform to provide access to you and your customers, Prospect DNA grants you a personal, royalty-free, non-assignable, revocable, and non-exclusive license to access and utilize the Platform content. Any unauthorized use, including reproduction, modification, distribution, transmission, republication, framing, display, or performance of Platform content without prior permission from Prospect DNA, is strictly prohibited.

6.2. Prospect DNA Marks: Prospect DNA Marks are the trademarks and service marks of Prospect DNA and may not be used without prior written consent, including in connection with products or services not provided by Prospect DNA, or in any manner likely to cause confusion or disparage, discredit, or misrepresent Prospect DNA. Removal of any Prospect DNA Marks or other proprietary notices placed on or near the Platform or its content is prohibited. Mentions of other products or company names on the Platform may constitute trademarks or service marks of their respective owners. Third-party websites featuring Prospect DNA Marks, with or without authorization, do not imply approval, sponsorship, or endorsement by Prospect DNA.

6.3. User Contributions: User Contributions are deemed non-confidential and non-proprietary. By submitting User Contributions, you grant Prospect DNA and its service providers, licensees, successors, and assigns a perpetual right to use, reproduce, modify, perform, display, distribute, and disclose User Contributions to third parties for any purpose. Prospect DNA reserves the right to utilize Your Information and User Contributions to enhance the Platform, develop new services, and improve its overall product offerings and business model. Prospect DNA assumes no responsibility for third-party User Contributions or their accuracy, nor does it endorse such User Contributions. Prospect DNA reserves the right to delete or remove any User Contributions that violate these Terms, with or without notice, at any time, for any reason.

6.4. Prohibited User Contributions: You are prohibited from posting User Contributions on the Platform that are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of privacy, or include graphic descriptions of sexual or violent content; victimize, harass, degrade, or intimidate individuals based on religion, gender, sexual orientation, race, ethnicity, age, disability, or otherwise; infringe upon any intellectual property rights or breach the security of the Platform; or introduce viruses or other harmful material.

6.5. Feedback: Your submission of Feedback is voluntary, non-confidential, and gratuitous, and Prospect DNA is under no obligation to utilize it. You grant Prospect DNA and its designees an irrevocable, non-exclusive license to use any Feedback without restrictions or compensation. You represent that the Feedback is your original work, and its use will not infringe upon the rights of others. If your Feedback is subject to a pending or issued patent, you must disclose this fact to Prospect DNA.

6.6. Feedback Release: By this provision, you irrevocably release and discharge Prospect DNA from any present or future actions, claims, damages, liabilities, and demands, whether absolute or contingent, of any kind whatsoever, arising from or related to the Feedback, including but not limited to Prospect DNA's use of the Feedback, whether directly or indirectly. You acknowledge your responsibility for the content of the Feedback and agree, at Prospect DNA's discretion and at your own expense, to indemnify, defend, and hold harmless Prospect DNA from any and all actions, claims, liabilities, demands, damages, losses, costs, fees, fines, or expenses, including reasonable attorneys' fees, incurred by Prospect DNA due to the use of the Feedback in accordance with these Terms.

6.7. Copyright; Digital Millennium Copyright Act: In case of alleged copyright infringement or violation of intellectual property rights on our Platform, you should notify us of such claims as described below. We will investigate and take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other relevant intellectual property laws. Please direct notifications of claimed copyright infringement to [email protected] (Subject line: "DMCA Takedown Request") and mail them to the designated copyright agent address provided below.

Our designated copyright agent to receive DMCA Notices is:

Prospect DNA

ATTN: Legal Department

111 S Riverside Ave

Rialto, CA 92376

To ensure the effectiveness of your notification, it must be in written form and include the following details:

- An electronic or physical signature of the individual authorized to act on behalf of the copyright or intellectual property owner.

- A description of the copyrighted work or intellectual property being infringed.Specific information regarding the location of the infringing material on the Platform, with sufficient detail for identification.

- Your contact details including address, telephone number, and email address.

- A statement affirming that you believe in good faith that the disputed use is unauthorized by the copyright or intellectual property owner, their agent, or the law.

- A statement made under penalty of perjury, asserting the accuracy of the provided information and confirming your status as the copyright or intellectual property owner, or as someone authorized to act on their behalf.

Counter-Notice Procedure

If you believe that your User Contribution, which was removed or disabled, is not infringing, or that you have the authorization to upload or display the content in your User Contribution, you may submit a written counter-notice. This counter-notice should contain:

- Your physical or electronic signature.

- Identification of the removed or disabled content and its previous location on the Platform.

- A statement expressing your good-faith belief that the removal or disabling was a result of mistake or misidentification.

- Your name, address, telephone number, and email address, along with a statement indicating your acceptance of service of process from the individual who notified of the alleged infringement.

Upon receipt of a counter-notice by our copyright agent, we will forward a copy to the original complainant. They will be informed that we may repost the removed content or cease disabling it within 10 business days. Unless the copyright owner seeks a court order against the content provider, member, or user, the content may be reposted or access restored within 10 to 14 business days or more after receipt of the counter-notice, at our discretion.

We reserve the right, at our sole discretion, to restrict access to the Platform and/or terminate the account of any user found to be infringing upon the intellectual property rights of others.

Disclaimers

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

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

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

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

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

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

Limitation of Liability, Indemnification, and Mitigation

Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of the Platform or the Services shall be limited to the amount you paid Prospect DNA for Services purchased on the Platform during the three (3) month period before the act giving rise to the liability.

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

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

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

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

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

Limitation On Time To File Claims

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

Injunctive Relief

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

Waiver And Severability

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

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

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

Change of Control

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

Entire Agreement

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

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

Term and Termination

These Terms shall remain effective for as long as you maintain a Platform Account. Sections of these Terms intended to survive termination of your Platform Account will continue to be binding even after you cease to be a Platform user.

a. Grounds for Termination: You agree that Prospect DNA, in its sole discretion, may suspend or terminate your access to the Platform (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs, or losses resulting therefrom. Any suspected fraudulent, abusive, or illegal activity may result in the barring of your access to this Platform and reporting to the appropriate authorities, if necessary. Prospect DNA reserves the right to delete Platform Accounts that have remained inactive for at least one (1) year.

b. No Right to Services Upon Termination: Upon termination, regardless of the reason(s), your right to use the Platform will cease immediately. Prospect DNA bears no liability to you or any third party for any claims for damages arising from any termination or suspension or any other actions taken by us regarding your Platform access.

c. How to Terminate or Make Adjustments: If you wish to terminate your access to the Platform or make adjustments, written notice must be provided to Prospect DNA at least 30 days before your next billing date.

d. No Termination by Third-Party Users: Prospect DNA has limited access to subscriptions not directly purchased from us. Users granted access to the Platform by any party other than Prospect DNA must contact the original provider of Platform access for termination inquiries.

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

Applicable Law, Binding Arbitration, and Class Action Waiver

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY AS THEY REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

The laws of the State of California will govern these Terms of Service and any disputes under them, without giving effect to any principles of conflicts of laws.

Any controversy or claim arising out of or relating to these Terms shall be exclusively settled by arbitration administered by the American Arbitration Association in accordance with Commercial Arbitration Rules, then in effect. This arbitration provision is governed by the Federal Arbitration Act. The arbitration proceedings shall be held in Los Angeles, California. Any arbitration award may be entered in a court of competent jurisdiction.

All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.

Communications and Contact Information

All notices to a party shall be in writing and sent via email. Notices to Prospect DNA must be directed to [email protected]. You agree to allow us to send notices to you through the email address you provided when registering or to any address we have on record. Notices are effective upon receipt.

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

When creating a Platform account, you must designate a primary email address for receiving electronic communication related to these Terms. Prospect DNA will never request confidential information such as account numbers, usernames, or passwords via email, and you should never respond to any email requesting such information. If you receive an email purportedly from Prospect DNA requesting such information, do not respond and notify Prospect DNA by emailing us at [email protected].

For all other feedback, comments, requests for technical support, and other communications relating to the Platform or the Terms, please contact us at or by mail at:

Prospect DNA Inc.

ATTN: Legal Department

111 S Riverside Ave

Rialto, CA 92376

Definitions

17.1. “Communication Surcharges” refer to any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges related to your Platform usage.

17.2. "Feedback” refers to ideas you provide to Prospect DNA regarding improvements, enhancements, new features, new products, or other concepts related to the Platform, Services, or other matters related to Prospect DNA’s business.

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

17.4. "Prospect DNA Marks” denote the Prospect DNA name and related logos and service marks of Prospect DNA.

17.5. “Information” encompasses data about you and your customers collected on the Platform, including but not limited to information required to create a Platform Account and use the Platform for its intended purpose.

17.6. “Login Credentials” are the username and password used to access your Platform Account.

17.7. “Platform” refers to any Services, Training, content, functionality, communication channels, and software or other services or features offered to customers on or through Prospect DNA’s website or mobile application.

17.8. “Platform Account” represents the account you created to access and use the Platform.

17.9. “Platform Content” includes content, data, features, and functionality, such as text, graphics, videos, logos, button icons, databases, music, sounds, images, or other material viewable on the Platform. Platform Content excludes User Contributions.

17.10. “Prohibited Conduct” encompasses the behaviors described in Section 3.

17.11. “Services” encompass the variety of product integrations and services Prospect DNA offers on the Platform. Services may include Third Party Services.

17.12. “Sub-Account” refers to a subscription for one business under a Platform Account.

17.13. “Third Party Content” refers to content, promotions, or offers provided by third parties or links to external third-party websites accessible on the Platform.

17.14. “Third Party Services” encompass any Services or other services owned and provided by a third-party vendor that Prospect DNA makes available to you as a Service on or through the Platform.

17.15. “Training” encompasses any training, information, or suggested usages conveyed by Prospect DNA about the Platform.

17.16. “User Contributions” denote content or materials you post, submit, upload, publish, display, or transmit on or through the Platform or to Prospect DNA directly.

17.17. “You” or “you” or any derivatives thereof refer to the individual who accepted the Terms or the business entity represented by the individual. “You” also include any and all agents, employees, or third parties authorized to act on your behalf.