Vuepak website and products terms and conditions of use

General Terms and Conditions.

1. General. Agreement between user and www.vuepak.com

   The www.vuepak.com website and its subdomains (the "Site") is comprised of various web pages operated by Vuepak, Inc. ("Vuepak", "we" or "us"). The Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of the Site constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.

   Vuepak, Inc. ("Vuepak") provides a variety of products and services including, but not limited to, a proprietary cloud-based software platform (the "Platform") that enables multimedia presentation creation, AI-powered content generation, automated email and text message sequences, analytics and tracking, file storage and streaming, lead capture, and third-party integrations, along with related offerings, features and functionalities (any and all of the foregoing individually a "Service" or "Product" and collectively, the "Services" or "Products"). The Services include the Site, our software applications, plug-ins, APIs, tools and mobile applications (including any updates, new versions or new releases thereof) (each an "Application" and collectively, the "Applications").

   For purposes of this Agreement: "Packages" means the multimedia presentations created through the Platform that combine videos, audio clips, images, documents, and other digital assets into interactive presentations with customizable calls-to-action. "Sequences" means the automated workflows created and managed through the Platform that may include email campaigns, text message campaigns, manual tasks, call tasks, social media posting, and other automated or semi-automated actions.

   The Site and the Services are provided subject to these Website and Service Terms and Conditions of Use, as they may be amended by us, and any guidelines, rules or operating policies that we may post on the Site, including, without limitation, our Acceptable Use Policy and our Privacy Policy, which are specifically incorporated herein by reference (collectively, the "Agreement").

   Any amendment will only become effective upon notification to you (by email or by posting on our Site) and, if you do not want to agree to any such amendment, you should stop using the Site and the Services and cancel your account. By clicking Submit on the Sign Up page, by logging in to your Vuepak account, by accessing the Site or by accessing any of the Services (including by means of any API interface), you accept this Agreement on behalf of yourself and any business or organization you represent (collectively, "you"). Any terms and conditions that may be contained in any acknowledgement, invoice, purchase order or other form you provide are specifically null and void.

2. Minimum Age and Ability to Bind.

   The Site and the Services are available only to persons or organizations that can form legally binding contracts under applicable law. Without limiting the foregoing, the Site and the Services are not available to individuals under the age of 18. If you do not qualify, you are not permitted to use the Site or the Services. If you are using the Site or the Services on behalf of an organization, you represent and warrant that you have the authority to bind such organization to this Agreement.

3. Account Creation and Information.

   You may create an account by providing your email address to begin a free trial. You agree to provide true, accurate, current and complete information about yourself and your organization, as applicable, as requested during account creation, in your My Account page, during the upgrade process, and elsewhere on the Site or Platform, and agree to update such information promptly if it changes. When upgrading to a paid account, you must provide accurate billing information including your address and payment details. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Vuepak immediately of any unauthorized use of your account or any other breach of security.

4. Account Users.

   The Services let you create various categories of users ("Users"), including without limitation, administrators ("Administrative Users") who have full Services functionality, standard users ("Users"), and managers ("Manager Users"). You may also assign multimedia presentations ("Packages"), automation sequences ("Sequences"), and templates ("Reseller Templates") to independent resellers ("Resellers") who maintain their own separate Vuepak accounts. Resellers must accept an invitation from you and are responsible for their own account fees and subscription. Each Reseller account is fully functional and may create their own content, Packages, Sequences, and may establish their own reseller network.

   You may use and provide access to the Services only for the purposes of your own business, which includes providing access for your team members, collaborators, and clients (all of which are deemed "Authorized Users" under your account) to your content and projects. You will be responsible for each Authorized User's use of your Vuepak account and each Authorized User's compliance with this Agreement. You acknowledge that any actions taken by Authorized Users will be deemed to be actions taken by you, and you agree to be bound by such actions.

   Resellers operate independent accounts and are solely responsible for their own account usage, compliance with this Agreement, and any content they create or distribute. You are not responsible for Reseller actions beyond the specific Packages, Sequences, or Reseller Templates you choose to share with them.

5. Responsibility for User Content.

   You acknowledge and agree that Vuepak may establish revised practices and policies concerning access to and use of the Services hereunder, including without limitation, the maximum size of files that a user may upload via the Services, the maximum storage capacity and streaming bandwidth allocated to your account based on your subscription plan, the maximum number of days that files will be stored by the Services, the maximum number of AI-generated words per month, the maximum number of email and text messages that may be sent through automation Sequences, and other usage limitations as specified in your subscription plan. You acknowledge and agree that Vuepak will not be responsible for any failure of our Services to store your files, for the deletion of files stored on the Services, or for the corruption of or loss of any data, information or content contained in your files.

   You hereby represent and warrant that: (i) you either are the sole and exclusive owner of all content, files, multimedia assets, and materials that you upload, create, or make available through Vuepak ("User Content") or you have all rights, licenses, consents and releases that are necessary to grant Vuepak the rights in such User Content, as contemplated under these Terms and Conditions of Use; (ii) neither the User Content nor your uploading, storing, accessing, transmittal, or sharing of the User Content, or Vuepak's use of the User Content on, through or by means of the Services, will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; and (iii) any AI-generated content you create using the Services complies with our Acceptable Use Policy and applicable laws, and you understand that AI-generated content may not be entirely accurate and should be reviewed before use.

   You acknowledge that User Content may be subject to size, format, and content restrictions as outlined in our Acceptable Use Policy. You are solely responsible for backing up your User Content and agree that Vuepak has no obligation to retain User Content beyond the terms of your active subscription.

Communication with You.

We reserve the right to send messages to you via email, in-app notifications, or other reasonable means to inform you of (a) changes or additions to the Site, the Products, this Agreement or the Fee Schedule (defined below), (b) violations of this Agreement or actions relating to your privilege to access and use the Site or the Products, (c) important service updates, maintenance notifications, or security alerts, (d) billing matters and account status changes, or (e) any other matter related to the Site, the Products or this Agreement. Nothing in this provision shall require or obligate us to send any notice if no notice is required or mandated elsewhere in this Agreement.

You agree that we may, but are not obligated to, monitor or record any of your telephone conversations, chat sessions, and support communications with us for quality control purposes, for purposes of training our employees and for our own protection. You further agree that any Authorized Users or anyone else you authorize to use your account consents to such monitoring or recording as well. You acknowledge that not all telephone lines or calls are recorded by us and that we do not guarantee that recordings of any particular telephone calls will be retained or are capable of being retrieved.

Marketing Communications and Consent: BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT WE MAY CONTACT YOU VIA TELEPHONE, EMAIL, OR OTHER ELECTRONIC MEANS TO DISCUSS THE PRODUCTS, PROVIDE CUSTOMER SUPPORT, SEND SERVICE-RELATED NOTIFICATIONS, AND SHARE PRODUCT UPDATES, AND YOU CONSENT TO SUCH CONTACT. FURTHER, YOU CONSENT TO RECEIVE SUCH COMMUNICATIONS AT THE TELEPHONE NUMBER AND EMAIL ADDRESS YOU PROVIDED. You may opt out of marketing communications at any time by following the unsubscribe instructions in our emails or by contacting our support team.

Service-Related Communications: You acknowledge and agree that certain communications are integral to the functionality of the Services and cannot be opted out of while you maintain an active account. These include, but are not limited to, Package opening notifications, lead assignments, company assignments, task assignments, billing notices, security alerts, Terms of Service updates, and other operational communications necessary for the proper functioning of your account. All Authorized Users are subject to receive these service-related communications as part of using the Services.

Intellectual Property Rights.

1. Vuepak Intellectual Property.

   The Site, Platform, Services, and all information, content, software, code, features, functionality, and materials contained therein, are the exclusive property of Vuepak and, in some cases, its affiliates and licensors, and are protected by United States and international intellectual property laws, including copyright, trademark, patent, trade secret, and other proprietary rights. "Vuepak," the Vuepak logo, and other Vuepak product or service names appearing on the Site or in the Services are registered trademarks or trademarks of Vuepak in the United States and other countries. This is not intended as a complete list of our trademarks.

2. User Content Ownership.

   You retain ownership of all User Content you upload, create, or provide to the Services. However, by using the Services, you grant Vuepak a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, display, and transmit your User Content solely for the purpose of providing the Services to you, including storing your files, delivering your Packages to recipients, processing your Sequences, and generating analytics. This license terminates when you delete the specific User Content or terminate your account, except for User Content that has been shared with others through the Services.

3. AI-Generated Content.

   You acknowledge that content generated using Vuepak's AI features may incorporate elements from Vuepak's training data and algorithms. While you may use AI-generated content for your business purposes, you understand that such content may not be unique and similar content could be generated for other users. Vuepak makes no warranties regarding the originality, accuracy, or intellectual property status of AI-generated content.

4. Restrictions on Use.

   You may not modify, copy, distribute, transmit, display, reproduce, or create derivative works from the Site, Platform, or Services except as expressly permitted by these Terms. You may not reverse engineer, decompile, or disassemble any aspect of the Services or attempt to access source code, underlying ideas, or algorithms.

Fees; Payment; Taxes.

1. Fees.

   (a) Fee Schedule. You may use the Services for fourteen (14) days at no charge (the "Free Trial"). No credit card is required during the Free Trial period. After the Free Trial expires, continued use of the Services requires a paid subscription in accordance with the subscription plan fees posted on our pricing page (the " Fee Schedule"). Applicable fees will be billed monthly or annually based on your selection when you upgrade to a paid subscription, and charges will apply regardless of whether you actively use the Services during the billing period. The Fee Schedule is subject to change at any time in our sole discretion, with thirty (30) days advance notice for existing subscribers. You are responsible for reviewing the Fee Schedule on our pricing page and remaining aware of current fees and any applicable discounts. You acknowledge and agree that our measurements of usage (including but not limited to storage, streaming bandwidth, AI-generated words, and message sending) are the definitive measurements for billing purposes.

   (b) Usage-Based Charges. Certain features may incur additional charges based on usage, including but not limited to text messaging fees, Time Zone IQ usage, premium integrations, and overage charges for exceeding plan limits. Usage-based pricing information is available on our pricing page. For plan overages solely related to storage and streaming, email notifications are provided as limits are approached. Usage-based charges are billed monthly regardless of your subscription billing frequency (monthly or annual).

   (c) Billing Calculations and Rounding. Billing calculations may result in fractional cents. Most line item amounts are rounded to the nearest cent using standard rounding rules (amounts ending in .001-.004 round down, .005-.009 round up). Final invoice totals reflect the sum of these rounded line items.

   (d) Fee Changes. We may modify our fees at any time. For existing subscribers, fee increases will take effect at least thirty (30) days after we provide notice via email or through your account dashboard, and will apply upon your next billing cycle or renewal date. Your continued use of the Services after the effective date of a fee change constitutes acceptance of the new fees. If you do not agree to a fee increase, you may cancel your subscription before your next billing cycle or renewal date. However, phone number fees, carrier fees, telecommunications charges, and other fees for third-party services may change immediately without notice, as such fees are largely based on costs from third-party providers that are beyond Vuepak's control.

   (e) Disputes. Any disputes about charges under this Agreement must be submitted to us in writing within sixty (60) days of the date such charges appear on your billing statement. You agree to waive all disputes not brought within the 60-day period, and all such charges will be final and not subject to challenge.

2. Payment; Taxes.

   (a) Payment Methods and Authorization. Payment for the Services must be made in advance by a valid credit card, debit card, or other payment method accepted by us. Fees are only payable in the currencies made available to you when you purchase our Services. By selecting a monthly or annual payment option and providing payment information, you authorize us to charge your payment method for the applicable subscription fees on a recurring basis. For monthly subscriptions, charges will occur monthly beginning when you upgrade from your Free Trial and continuing until your account is canceled or terminated. For annual subscriptions, charges will occur annually beginning when you upgrade from your Free Trial and continuing until your account is canceled or terminated.

   (b) Payment Failures and Account Status. If we are unable to process payment using your designated payment method, we will attempt to notify you by email to the address associated with your account. Your account may be suspended until payment is successfully processed. If payment remains unsuccessful after thirty (30) days from the original failed payment attempt, your account will be terminated and your User Content may be permanently deleted. You are responsible for maintaining current and valid payment information.

   (c) Taxes. We collect and remit sales tax from customers located in certain state and local jurisdictions where software delivered as a service is taxable and where we maintain a physical presence. We determine your local taxing jurisdiction based on the billing address you provide with your payment information. All fees listed in the Fee Schedule are exclusive of taxes.

   You agree to be responsible for and to pay any sales, personal property, use, VAT, excise, withholding, or other taxes that may be imposed based on this Agreement or your use of the Site or Services (except for taxes based on our net income). If we are required to collect or pay taxes for which you are responsible, you will be invoiced and agree to pay such amounts.

Access and Use of the Site and the Products.

1. Anti-Spam and Email Compliance.

   (a) User Responsibility for Compliance. You are solely responsible for ensuring that your use of the Services, including all contact lists, messaging practices, and communications, complies with all applicable laws, regulations, and industry standards, including but not limited to the CAN-SPAM Act, Canada's Anti-Spam Legislation (CASL), the General Data Protection Regulation (GDPR), and any other applicable anti-spam or privacy laws. Vuepak makes no representations about the compliance status of any contact lists, messaging practices, or communications sent through the Services.

   You are responsible for ensuring that your use of the Services does not generate spam complaints in excess of industry standards. We may suspend or terminate your account if we determine, in our sole discretion, that your complaint rate exceeds acceptable levels, violates our policies, or puts our systems or reputation at risk.

   We reserve the right to take immediate technical, legal, or other measures to prevent unauthorized bulk messaging or spam from entering or utilizing our network.

   (b) Sender Identification and Accuracy. You must accurately represent yourself or your organization and may not impersonate any other person or entity when using the Services.

   You acknowledge that you are the "sender" (as defined in the CAN-SPAM Act) and the person "sending or causing to be sent" (as defined in Canada's Anti-Spam Legislation) of any message transmitted through the Services. You are solely responsible for compliance with all applicable laws regarding electronic communications.

   All messages sent through the Services must accurately and clearly identify you, your organization, and the nature of your communication in a non-deceptive manner.

   (c) Unsubscribe Requirements. Every email message sent through the Services will include a functional unsubscribe mechanism. You must honor unsubscribe requests promptly and in accordance with applicable law. You may not:

   • Charge fees for unsubscribing
   • Require personally identifying information beyond what is legally permitted
   • Continue sending messages to unsubscribed addresses

   You remain responsible for maintaining and honoring unsubscribe lists even after termination of your Vuepak account.

   (d) Automation and Sequence Compliance. When using automated email or text Sequences, you are solely responsible for ensuring compliance with all applicable laws regarding automated communications, including but not limited to consent requirements, frequency restrictions, timing limitations, and opt-out mechanisms.

   (e) Text Messaging and A2P 10DLC Compliance. Text messaging services to numbers based in the United States require A2P 10DLC (Application-to-Person 10-Digit Long Code) registration through our integrated platform. Administrative Users may register their companies for A2P 10DLC through Vuepak and select appropriate messaging campaigns based on their use case. Registration and campaign pricing will be displayed during the A2P registration process based on your provided information.

   Text messaging usage incurs additional charges including but not limited to phone number fees, usage fees, carrier fees, and other charges that vary by country as shown on our Text Messaging Pricing page. Prices may change from time to time without notice. You are responsible for:

   • Providing accurate information during A2P 10DLC registration
   • Selecting appropriate campaign types for your messaging use case
   • Maintaining compliance with TCPA (Telephone Consumer Protection Act) and applicable text messaging laws
   • Obtaining proper consent from text message recipients
   • Paying all applicable text messaging charges as outlined in our pricing

   Carrier Penalties and Non-Compliance Fees: US carriers impose significant financial penalties for non-compliant messaging, including but not limited to: content violations ($2,000-$10,000+ per violation), spam/phishing activities, prohibited content (SHAFT violations), and unregistered messaging. These carrier-imposed penalties are automatically passed through to your account and will be billed separately. Penalties may result in immediate message blocking, account suspension, or permanent carrier bans. You are solely responsible for all carrier penalties resulting from your messaging practices.

   Message delivery rates and throughput limits are determined by carriers based on your A2P 10DLC registration and campaign approval status. Vuepak makes no guarantees regarding message delivery, carrier approval, or delivery speeds.

   Text messaging functionality may be limited or suspended based on carrier policies, compliance issues, or changes to your A2P 10DLC status.

2. Restrictions on Use.

   (a) Acceptable Use Policy. We prohibit the use of the Site or the Services by any person or organization that violates our Acceptable Use Policy.

   (b) Prohibited Uses. You agree to comply with the following restrictions in connection with your use of the Site and the Services:

   • You may not access or use the Site or the Services using unauthorized technology or methods to access, index, frame, mirror, scrape, or link to the Site or Services, including removing, disabling, bypassing, or circumventing any content protection or access control mechanisms.
   • You may not use any automated tools, bots, crawlers, scrapers, robots, spiders, offline readers, click spam, macro programs, or other automatic devices or algorithms to use, access, copy, monitor, or extract information from any portion of the Site or Services for any unauthorized purpose.
   • You may not use the Site or Services in any manner that, in our sole discretion, damages, disables, overburdens, impairs, or gains unauthorized access to our systems, servers, networks, or user accounts.
   • You may not remove, modify, disable, block, or impair any advertising, branding, or promotional content in connection with the Site or Services.
   • You may not copy, display, distribute, download, license, modify, publish, reproduce, sell, transmit, or create derivative works from the content of the Site or Services for public or commercial purposes without our express written permission.
   • You may not interfere with, disrupt, or compromise the Site, Services, or any related Vuepak systems, websites, servers, or networks.
   • You may not restrict, inhibit, or interfere with any other user's access to and use of the Site or Services.
   • You may not use the Site or Services in violation of applicable laws or third-party rights, including hosting User Content that infringes intellectual property rights of others.
   • You may not manipulate contact data, repeatedly upload and remove addresses, or attempt to circumvent our Fee Schedule or billing procedures.
   • You may not create multiple accounts for any individual or organization to send substantially similar content, except for legitimate franchise operations with our prior approval.
   • You may only use our templates, images, AI-generated content, and other features within the Services themselves. You may not extract or use such content outside the Services, including on external websites or platforms. This restriction applies to all content provided by Vuepak, including customized templates.
   • You may not use documents, images, or other files hosted on our servers for any purpose other than within the Services. If you own the content, you may use it outside the Services only if it is not hosted on our servers.
   • You may not include incentives (coupons, discounts, awards) in messages that encourage recipients to forward the message to others, except as expressly permitted within specific Service features (such as authorized sharing features for Packages).

   (c) Service Limitations and Modifications. You understand that not all messages, Packages, or Sequences sent through the Services will be received by or viewable by intended recipients. Delivery may involve transmission over various networks, and your content (including multimedia files) may be reformatted to conform to network technical requirements. Messages exceeding character limitations may be truncated or abbreviated.

   You agree that we may establish usage limits, including maximum numbers of messages, Packages, storage capacity, streaming bandwidth, AI-generated words, and file sizes as specified in your subscription plan. We reserve the right to modify, suspend, or discontinue any Service features, temporarily or permanently, with or without notice. We are not obligated to support or update the Services in any particular manner. If we discontinue a Service you are subscribed to, you may continue using that Service until you upgrade or downgrade to a current offering.

3. Data Privacy and Security.

   (a) Privacy Policy Compliance. You must comply with our Privacy Policy, which may be modified from time to time, with respect to your activity conducted through the Site or the Services. You are also responsible for maintaining your own privacy policy that covers your data collection and use practices when using the Services.

   (b) Prohibited Sensitive Information. You may not import, upload, store, or transmit any of the following sensitive information through the Services: social security numbers, national insurance numbers, credit card numbers, passwords, security credentials, financial account information, driver's license numbers, passport numbers, or sensitive personal health information of any kind.

   (c) HIPAA Compliance. If you are a covered entity under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), you must contact us through our contact page to request a business associate agreement prior to using the Services with any protected health information. You may only include protected health information in the Services if we agree to enter into a business associate agreement with you, subject to this Agreement and the terms of such business associate agreement (additional fees may apply).

   (d) Data Security Obligations. You are responsible for:

   • Ensuring all User Content complies with applicable data protection laws (including GDPR, CCPA, and other privacy regulations)
   • Obtaining necessary consents for collecting, storing, and processing personal data
   • Implementing appropriate security measures for any personal data you handle
   • Promptly notifying us of any suspected data breaches involving the Services
   • Maintaining accurate records of consent for individuals in your contact lists

   (e) International Data Transfers. You acknowledge that your User Content may be processed and stored in the United States and other countries where we or our service providers operate. You represent that you have obtained all necessary consents and authorizations for such international data transfers and processing.

4. Public Relations and Customer References.

   We may issue press releases, public statements, case studies, or other publicity materials regarding our Services and our relationship with you. We may list you as a customer on the Site, in marketing materials, presentations, and other publicity materials, including use of your company name, logo, and branding (collectively, "Customer References").

   You grant us a non-exclusive, worldwide, royalty-free license during the term of this Agreement to use your name, trademarks, logos, and other branding elements solely for the purpose of identifying you as a customer and promoting our Services in Customer References.

   You have the right to request that we remove or modify any Customer Reference that includes your name or branding by providing written notice to us. We will use commercially reasonable efforts to remove or modify such Customer References within thirty (30) days of receiving your written request, provided that we may not be able to recall or modify materials that have already been distributed or published by third parties.

   If you prefer not to be included in any Customer References, you may opt out by notifying us in writing at any time. Future Customer References will not include your information after we process your opt-out request.

5. Vuepak Branding and Attribution.

   For every Package, message, Sequence, or other content sent or distributed via the Services, you agree that we may add our branding, including but not limited to a link to our Site, statements such as "Delivered by Vuepak.com," "Powered by Vuepak," or similar attribution, and our logo or other branding elements. Such branding may appear in headers, footers, or other locations within or accompanying your content, provided that our branding does not unreasonably interfere with or obscure your primary message or content.

   You acknowledge that our branding serves important business and technical purposes, including brand recognition, deliverability optimization, and compliance with certain third-party service requirements. Removal or modification of our branding without our express written consent is prohibited and may result in service limitations or account suspension.

   This branding requirement may be waived or modified for certain premium subscription plans or enterprise customers, as specified in your subscription plan or through separate agreement with us.

Restrictions and Responsibilities.

1. No Rights in Software.

   This is an Agreement for services and access to the Site and Platform. Except as expressly set forth herein, you are not granted a license to any software by this Agreement, and nothing on the Site or in the Services shall be construed to confer any grant or license of intellectual property rights, whether by estoppel, implication, or otherwise.

   You will not, directly or indirectly:

   • Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Site, Platform, Services, or any related software, documentation, or data (collectively, "Software")
   • Remove any proprietary notices, labels, or branding from the Site, Platform, Services, or Software
   • Modify, translate, or create derivative works based on the Site, Platform, Services, or Software
   • Copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Site, Platform, Services, or Software
   • Access the Services for the purpose of building a competitive product or service
   • Use automated tools to extract data or content from the Services beyond what is permitted through our APIs
   • Attempt to gain unauthorized access to our systems, networks, or other users' accounts

   Reverse Engineering Restrictions: If you are located in a jurisdiction that restricts our ability to prohibit reverse engineering for interoperability purposes, you covenant to first request that we perform such work at our standard professional services rates. We may then choose to: (a) perform the work ourselves and charge our standard rates; (b) permit limited reverse engineering solely to the extent necessary for interoperability; or (c) provide the necessary information directly.

   You acknowledge that the Software contains valuable trade secrets and proprietary information of Vuepak and its licensors. Any unauthorized use, reproduction, or distribution of the Software may result in immediate termination of your account and legal action.

2. Permitted Use of the Site and Services.

   Authorized Use Scope: The Site and Services shall be used for your personal, business, civic, or charitable purposes, in compliance with this Agreement (including Section 5). You may provide access to the Services to your Authorized Users as permitted under your subscription plan.

   Service Bureau Restrictions: You may not use the Services to operate as a service bureau or to provide direct access to the Vuepak platform to third parties for their independent use. This restriction does not prohibit you from using the Services in the normal course of providing professional services (such as marketing, advertising, or consulting services) to your clients, provided such use complies with your subscription plan and this Agreement.

   Authorized Affiliate Exception: If you are an authorized Affiliate operating under our affiliate program, you may share specific Packages, Sequences, and Affiliate Templates that have been assigned to you, subject to the terms of the affiliate program and this Agreement.

   Content Distribution Restrictions: Unless you are an authorized Reseller and have express written permission, you may not display, copy, reproduce, distribute, or share:

   • Documentation provided in connection with the Site, Services, or Software
   • Content provided by Vuepak, including newsletters, templates, or other materials
   • AI-generated content or templates created through the Services
   • Any proprietary methodologies, processes, or data structures underlying the Services

   Account Sharing Limitations: Your subscription is limited to the number of users specified in your plan. You may not share login credentials or otherwise provide unauthorized access to the Services. Each user accessing the Services must be properly registered under your account or maintain their own separate subscription.

3. Compliance with Laws.

   The Site and Services shall only be used for lawful purposes. You shall use the Site and Services only in compliance with this Agreement and all applicable U.S. federal, state, local, and international laws in your jurisdiction, including but not limited to:

   (a) Electronic Communications and Privacy Laws: CAN-SPAM Act and regulations thereunder, Canada's Anti-Spam Legislation (CASL), General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), Telephone Consumer Protection Act (TCPA), and any other laws related to email marketing, text messaging, privacy, data protection, and electronic communications;

   (b) Content and Intellectual Property Laws: Laws relating to spam, phishing, obscenity, defamation, copyright and trademark infringement, child protective measures, and content restrictions;

   (c) Advertising and Marketing Laws: Laws relating to advertising practices, sales promotions, marketing claims, redemption policies, refunds, false or deceptive practices, and truth-in-advertising requirements;

   (d) Industry-Specific Regulations: Laws governing alcohol, tobacco, firearms, pharmaceuticals, financial services, healthcare, and other regulated industries;

   (e) Promotional Activities: Laws governing lotteries, sweepstakes, contests, promotions, gift cards, coupons, and promotional campaigns;

   (f) Financial and Tax Laws: Laws governing the collection of donations, charitable giving, sales tax, VAT, and other financial obligations;

   (g) Data Localization and Cross-Border Transfer Laws: Requirements for data storage, processing, and international transfer in your jurisdiction.

   You acknowledge that laws vary by jurisdiction and you are solely responsible for ensuring compliance with all applicable laws in the jurisdictions where you operate and where your recipients are located. Vuepak makes no representations regarding the compliance of the Services with laws in any particular jurisdiction.

4. Monitoring and Content Moderation.

   Monitoring Rights: Although we have no obligation to monitor User Content or your use of the Site or Services, we reserve the right to do so at any time. We may review, scan, or analyze content using automated systems or manual review processes to ensure compliance with this Agreement, applicable laws, and our policies.

   Content Actions: We may, in our sole discretion and without prior notice:

   • Block, delay, or reject any messages, Packages, or Sequences
   • Remove, disable access to, or modify any User Content, including multimedia presentations, templates, surveys, event registrations, or promotional campaigns
   • Suspend or limit functionality of your account or specific features
   • Prohibit any use of the Site or Services that we believe violates this Agreement, applicable laws, or our policies

   Third-Party Platform Rights: You understand and agree that third-party platforms and services that support, distribute, or display your content (including social media platforms, email providers, and integration partners) also have the right to reformat, edit, monitor, reject, block, or remove any of your content at any time according to their own terms and policies.

   AI Content Monitoring: Content generated through our AI features may be subject to additional monitoring and filtering to ensure compliance with AI safety standards and content policies.

   No Liability for Moderation: Our content moderation activities, whether automated or manual, do not make us responsible or liable for:

   • The accuracy, legality, or appropriateness of your content
   • Compliance with applicable laws or regulations
   • Any damages resulting from content removal or account restrictions
   • Third-party actions regarding your content

   You remain solely responsible and liable for all User Content and compliance with applicable laws, regardless of any monitoring or moderation activities we may undertake.

5. Support and Educational Content.

   Educational Resources: We may from time to time provide you with educational content, including marketing advice, best practices guidance, design assistance, frequently asked questions, compliance tips, sample templates, AI content suggestions, and other informational materials related to the use of our Services ("Educational Content").

   No Legal Advice: You acknowledge and agree that:

   • All Educational Content is provided solely as a convenience and general information
   • Educational Content does not constitute legal, financial, tax, or professional advice
   • No attorney-client, consultant-client, or other professional relationship is formed through the provision of Educational Content
   • You should consult with qualified professionals regarding legal compliance, marketing strategies, and other business decisions

   No Warranties: We make no representations, warranties, or guarantees that:

   • Educational Content is accurate, complete, or current
   • Use of or compliance with Educational Content will satisfy your legal obligations
   • Educational Content will achieve any particular business results
   • Educational Content complies with laws in your specific jurisdiction
   • AI-generated suggestions or templates are appropriate for your specific use case

   User Responsibility: You remain solely responsible for:

   • Ensuring compliance with all applicable laws and regulations
   • Evaluating the appropriateness of any Educational Content for your specific circumstances
   • Seeking professional advice when needed
   • All business and legal decisions related to your use of the Services

   Content Updates: Educational Content may be updated, modified, or removed at any time without notice. We have no obligation to maintain, update, or provide ongoing Educational Content.

6. Your Information and Content.

   (a) Your Account Information.
   In using the features of the Site or Services, you may provide information about yourself or your organization (such as name, contact information, billing details, or other registration information) to us, and we may collect information about your use of the Site or Services. We may use this information in accordance with our Privacy Policy and relevant notices provided at the point of collection or use.

   We may disclose your information only when legally required to do so, such as in response to valid subpoenas, court orders, legal process, or as otherwise required by applicable law. We will provide you with notice of such requests when legally permitted to do so.

   (b) Customer Data and Contact Information.

   Ownership and Use Rights: We will obtain Customer Data that you provide in connection with your use of the Services, including contact lists, multimedia files, AI-generated content, Packages, Sequences, templates, and other content (collectively, "Customer Data"). We acknowledge your ownership rights in Customer Data. We will never sell or rent your Customer Data to third parties without your permission, and will only use your Customer Data to provide our Services or as described in this Agreement. We will provide advance notice of any material changes to this policy.

   License Grant: You grant us a revocable, non-exclusive, royalty-free, worldwide license, with the right to sublicense, to use, reproduce, publish, distribute, perform, and display Customer Data solely as required to provide and operate the Services, including:

   • Storing and processing your content
   • Delivering Packages and Sequences to recipients
   • Generating analytics and engagement tracking
   • Providing technical support
   • Ensuring platform security and functionality

   Customer Responsibilities: You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. You must maintain, secure, and store Customer Data in accordance with applicable laws and contractual obligations. You represent and warrant that you own or have secured all necessary rights to use Customer Data as contemplated by this Agreement.

   (c) Vuepak-Provided Content.
   To the extent you use images, templates, AI-generated content, or other materials provided by us, we grant you a revocable, non-exclusive, royalty-free, worldwide license to use such content solely in connection with the Services. This license terminates upon termination of your account or our discontinuation of the specific content.

   (d) Public Content and Promotional Use.

   Deal and Promotional Content: If you create public promotional content, sweepstakes, or similar campaigns through the Services, you acknowledge that such content is non-confidential. You grant us an irrevocable, non-exclusive, royalty-free, perpetual, transferable, worldwide license to use, reproduce, create derivative works from, modify, publish, distribute, and display such promotional content for our marketing activities and as examples of platform capabilities.

   Public Availability: We may, in our sole discretion, make promotional content publicly available on our websites. Third parties may participate in your promotions if they comply with applicable terms.

   (e) Feedback and Suggestions.
   If you provide suggestions, ideas, or feedback about the Services ("Feedback"), such Feedback is non-confidential and you agree that we may use it to improve our Services without any obligation to compensate you or provide attribution. You acknowledge that we may receive similar suggestions from other sources and may develop similar features independently.

   (f) Data Backup and Retention.

   User Backup Responsibility: You are solely responsible for creating and maintaining backup copies of your Customer Data, including contact lists, multimedia files, and other content. We recommend regular backups as we are not responsible for data loss.

   Platform Backups: We may make and preserve copies of Customer Data as necessary to provide the Services and for internal backup, security, and legal compliance purposes. Such copies are for operational purposes only and do not constitute a backup service for your benefit.

Subscription Changes.

1. Changing Plans.

   Plan Upgrades and Downgrades: Vuepak allows subscribers to upgrade or downgrade subscription plans at any time. Changes to your subscription plan take effect immediately upon confirmation.

   Proration Process: When you change your subscription plan, we will:

   (a) Calculate and apply a prorated credit for the unused portion of your current subscription plan;

   (b) Calculate and charge a prorated amount for your new subscription plan for the remainder of your current billing cycle;

   (c) Activate your new subscription plan immediately; and

   (d) Process the net payment difference between the credit and new charges.

   Payment Processing: If the new plan charges exceed the credited amount (plus any existing account balance), you will be charged the difference using your payment method on file. If the credited amount exceeds the new plan charges, the difference will be applied as an account credit toward your next billing cycle.

   Plan Changes and Features: When upgrading your plan, new features and increased limits become available immediately. When downgrading, your access may be limited to the features and usage limits of your new plan, which may require you to adjust your usage accordingly (such as reducing the number of users, storage, or other plan-specific limitations).

   Billing Frequency Changes: Vuepak offers monthly and annual subscriptions. You can change your billing frequency between monthly and annual billing at any time. These changes are neither an upgrade nor a downgrade and will take effect at your next renewal date, not immediately.

   No Refund Policy: Vuepak does not issue refunds for plan upgrades, downgrades, or changes in billing frequency. Instead, appropriate credits are issued to your account, and your account remains active until your next renewal date.

2. Cancellation

   Cancellation Rights: You may cancel your Vuepak account at any time. A canceled subscription will continue to remain active through the end of your current billing cycle. At the end of the current billing cycle, your subscription will terminate and you will no longer be billed for future periods.

   How to Cancel: To cancel your subscription:

   • Click your profile picture or the person icon in the upper right corner of your account
   • Click on "Billing"
   • Click "Cancel My Subscription" and follow the prompts

   Data Access: Upon cancellation, your access to the Services will continue until the end of your current billing cycle. After termination, your ability to access your account and Customer Data may be limited or terminated in accordance with our data retention policies.

   Outstanding Obligations: Canceling your subscription does not relieve you of any outstanding payment obligations. If your account has past due invoices or is in collections, cancellation will not stop collection efforts for those outstanding amounts.

3. Termination.

   Customer-Initiated Termination: A canceled subscription terminates at the end of your current billing cycle. There are no refunds for fees already paid. Your Services will continue until your renewal date, after which all account data, including but not limited to phone numbers, Customer Data, multimedia files, Packages, Sequences, and other content, will be permanently deleted immediately upon termination.

   Free Trial Data Retention: For Free Trial users, account data will be permanently deleted fourteen (14) days after the Free Trial period expires if no paid subscription is activated.

   Customer Responsibility: You are solely responsible for properly terminating your Vuepak account and this Agreement through the cancellation process described in Section 7.2. We are not responsible for your failure to properly terminate your account or for any charges, fees, or other consequences resulting from such failure.

   Vuepak-Initiated Termination: We reserve the right to suspend or terminate accounts that violate this Agreement, engage in prohibited activities, or pose security risks to our platform or other users. In cases of serious violations, we may take immediate action to protect our platform and user community. For non-compliance issues, we will generally provide notice and an opportunity to remedy the issue before termination, except where immediate action is necessary. If we terminate your account without cause, we will provide a prorated refund of any prepaid amounts.

   Effect of Termination: Upon termination of your account by you or us:

   (a) This Agreement and any rights or licenses granted to you shall immediately terminate, except for sections that by their nature should survive termination;

   (b) Your access to the Services will be disabled and your Customer Data will be subject to deletion in accordance with our data retention policies;

   (c) You remain responsible for all outstanding payment obligations incurred prior to termination;

   (d) You remain responsible for fulfilling any promotional campaigns, offers, or other commitments made to third parties prior to termination;

   (e) All usage-based charges incurred through the termination date remain due and payable.

   Survival: The following sections shall survive termination of this Agreement: intellectual property provisions, payment obligations, limitation of liability, indemnification, dispute resolution, and any other provisions that by their nature should survive termination.

4. Reactivation

   Reactivating Canceled Subscriptions: A subscription that has been canceled but not yet terminated can be reactivated at any time before your renewal date. Reactivation will restore your subscription to an active, renewing state on your original billing cycle.

   How to Reactivate: To reactivate a canceled subscription:

   • Click your profile picture or the person icon in the upper right corner
   • Click on "Billing"
   • Click "Reactivate Subscription"

   Expired Subscriptions: Once your renewal date has passed and your subscription has terminated, the subscription cannot be reactivated. Instead, you must select and purchase a new subscription plan.

   Data Retention After Termination: If your subscription has terminated and you wish to start a new subscription, please note that your Customer Data will only be available if you resubscribe within the data retention period specified in Section 7.3. After this period, all data will be permanently deleted and cannot be recovered.

   Account Access: If you attempt to log in to a terminated account, you will be prompted to select a new subscription plan to regain access to the Services.

Indemnification

Your Indemnification Obligations: You agree to defend, indemnify, and hold harmless Vuepak and our officers, directors, employees, agents, licensors, business partners, and third-party service providers from and against any damages, losses, liabilities, penalties, settlements, and expenses (including reasonable attorneys' fees) arising from or relating to:

(a) Any actual or alleged breach by you of this Agreement;

(b) Your Customer Data and any content you create, upload, transmit, or distribute through the Services, including multimedia presentations, Packages, Sequences, email campaigns, text messages, and any promotional content;

(c) Claims relating to your marketing activities, including but not limited to violations of anti-spam laws, privacy regulations, false advertising, intellectual property infringement, or failure to obtain proper consent;

(d) Your use of AI-generated content or any inaccuracies, offensive material, or legal violations contained in such content;

(e) Any products, services, events, surveys, promotions, or campaigns you offer or conduct using the Services, including claims for injuries, damages, defective products, unfulfilled promises, or tax obligations;

(f) Your provision of incomplete, inaccurate, or misleading information to recipients of your communications;

(g) Your violation of applicable laws, regulations, or third-party rights in connection with your use of the Services;

(h) Your use of third-party integrations, platforms, or services in connection with the Services; or

(i) Any other use of the Services that violates this Agreement or applicable law.

Notice and Cooperation: You agree to provide us with prompt written notice of any claims, demands, or legal actions covered by this indemnification provision. We reserve the right to participate in the defense of any such claims with counsel of our choice and at your expense.

Damages and Enforcement: You acknowledge that your violation of this Agreement or unlawful use of the Services may cause irreparable harm to Vuepak for which monetary damages would be inadequate. Therefore, we may seek injunctive relief, specific performance, and other equitable remedies, in addition to monetary damages, without prejudice to any other rights or remedies we may have.

Legal Compliance Costs: If we are required to respond to subpoenas, court orders, or other legal process related to your use of the Services, you may be required to reimburse us for reasonable expenses incurred in complying with such legal requirements, including attorneys' fees and administrative costs.

Warranty Disclaimer; Remedies; Release.

1. Service Warranty Disclaimer.

   YOU EXPRESSLY AGREE THAT THE SITE AND THE SERVICES (INCLUDING ANY CUSTOM SERVICES OFFERINGS) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SITE OR THE SERVICES AND ANY RELIANCE BY YOU UPON THE SITE OR THE SERVICES, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK.

   WE DO NOT WARRANT THAT THE USE OF THE SITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SAME. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

2. AI Content and Third-Party Disclaimers.

   WE MAKE NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR APPROPRIATENESS OF ANY AI-GENERATED CONTENT CREATED THROUGH THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND VERIFYING ALL AI-GENERATED CONTENT BEFORE USE.

   WE SHALL HAVE NO LIABILITY FOR YOUR COMPLIANCE WITH OR BREACH OF ANY LICENSE OR TERMS AND CONDITIONS OF ANY THIRD PARTIES OR THIRD-PARTY SERVICES, INCLUDING BUT NOT LIMITED TO EMAIL PROVIDERS, SOCIAL MEDIA PLATFORMS, TELECOMMUNICATIONS CARRIERS, OR INTEGRATION PARTNERS.

   WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR:

   (a) THE ACCURACY OR RELIABILITY OF ANY THIRD-PARTY CONTENT, OPINION, ADVICE, OR STATEMENT;

   (b) ANY EVENTS, CAMPAIGNS, PROMOTIONS, OR SERVICES YOU CONDUCT USING THE SERVICES; OR

   (c) ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED FROM ANY THIRD PARTY.

3. Limitation of Claims and Remedies.

   NO CLAIM MAY BE ASSERTED BY YOU AGAINST US MORE THAN TWELVE (12) MONTHS AFTER THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM.

   YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF THE SITE OR THE SERVICES SHALL BE FOR US TO USE COMMERCIALLY REASONABLE EFFORTS TO ADJUST OR REPAIR THE SITE OR THE SERVICES.

   NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.

4. Release of Claims.

   TO THE EXTENT THE LAW PERMITS, YOU RELEASE US FROM ANY CLAIMS OR LIABILITY RELATED TO:

   (a) ANY CUSTOMER DATA, MULTIMEDIA CONTENT, PACKAGES, SEQUENCES, OR OTHER CONTENT YOU CREATE, UPLOAD, OR TRANSMIT USING THE SERVICES;

   (b) THE CONDUCT OF ANY OTHER USERS OF THE SERVICES, THEIR SUBSCRIBERS, RESELLERS, OR THIRD PARTIES;

   (c) ANY PROBLEMS THAT MAY ARISE FROM ANY REMOTE ACCESS TO YOUR COMPUTERS OR OTHER SYSTEMS YOU PROVIDE TO OUR PERSONNEL FOR TROUBLESHOOTING PURPOSES;

   (d) ANY DELIVERY FAILURES, CARRIER RESTRICTIONS, OR TECHNICAL LIMITATIONS AFFECTING EMAIL OR TEXT MESSAGE DELIVERY; OR

   (e) ANY ISSUES ARISING FROM THIRD-PARTY INTEGRATIONS, PLATFORMS, OR SERVICES USED IN CONNECTION WITH THE SERVICES.

   YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (IF YOU ARE A CALIFORNIA RESIDENT), AND ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION (IF YOU ARE A RESIDENT OF SUCH JURISDICTION), WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

Limitation of Liability.

1. Liability Cap.

   EXCEPT WITH RESPECT TO DEATH OR PERSONAL INJURY DUE TO THE NEGLIGENCE OF VUEPAK, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE) SHALL VUEPAK OR ANY OF ITS SERVICE PROVIDERS, BUSINESS PARTNERS, THIRD-PARTY SUPPLIERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS, OR AGENTS (COLLECTIVELY, "VUEPAK PARTIES") BE LIABLE TO YOU OR ANY OTHER PERSON FOR:

   (a) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES, EVEN IF VUEPAK HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; OR

   (b) ANY CLAIM BY ANY OTHER PARTY.

2. Maximum Aggregate Liability.

   THE MAXIMUM AGGREGATE LIABILITY OF VUEPAK PARTIES TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, OR ANY RELATED SERVICES SHALL BE LIMITED TO THE TOTAL AMOUNT YOU PAID TO VUEPAK FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY VUEPAK TO YOU IN THAT TWELVE-MONTH PERIOD.

3. Specific Service Limitations.

   WITHOUT LIMITING THE FOREGOING, VUEPAK PARTIES SHALL HAVE NO LIABILITY FOR:

   (a) EMAIL OR TEXT MESSAGE DELIVERY FAILURES, INCLUDING CARRIER BLOCKING, SPAM FILTERING, OR TECHNICAL DELIVERY ISSUES;

   (b) INACCURACIES, ERRORS, OR INAPPROPRIATE CONTENT IN AI-GENERATED MATERIALS;

   (c) THIRD-PARTY PLATFORM RESTRICTIONS, POLICY CHANGES, OR SERVICE INTERRUPTIONS;

   (d) DATA LOSS, CORRUPTION, OR UNAUTHORIZED ACCESS TO CUSTOMER DATA;

   (e) BUSINESS INTERRUPTION, LOST PROFITS, OR LOST REVENUE RESULTING FROM USE OF OR INABILITY TO USE THE SERVICES;

   (f) COMPLIANCE FAILURES OR REGULATORY PENALTIES RESULTING FROM YOUR USE OF THE SERVICES; OR

   (g) ANY ISSUES ARISING FROM INTEGRATIONS WITH THIRD-PARTY SERVICES OR PLATFORMS.

4. Allocation of Risk.

   YOU ACKNOWLEDGE AND AGREE THAT VUEPAK HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY SET FORTH HEREIN. THESE LIMITATIONS REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS) AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

5. Jurisdictional Limitations.

   SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, VUEPAK'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

Restricted Persons; Export Controls.

1. Restricted Persons Representation.

   You represent and warrant that you are not a "Restricted Person" as defined below. For purposes of this Agreement, you are a "Restricted Person" if you or any officer, director, or controlling shareholder of the entity on behalf of which you are using the Services is:

   (a) A national of or an entity existing under the laws of any country with which U.S. persons are prohibited from engaging in transactions, as determined by the U.S. Treasury Department;

   (b) Designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department;

   (c) Listed on the Denied Persons List, Entity List, Unverified List, or Military End-User (MEU) List by the U.S. Commerce Department;

   (d) Listed on the Foreign Sanctions Evaders (FSE) List or Sectoral Sanctions Identifications (SSI) List by the U.S. Treasury Department;

   (e) Listed on the Terrorist Exclusion List (TEL) or Foreign Terrorist Organization (FTO) List by the U.S. State Department;

   (f) Listed on the AECA Debarred List by the U.S. State Department;

   (g) Engaged in nuclear, missile, chemical, or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or

   (h) Owned, controlled, or acting on behalf of a Restricted Person.

2. Ongoing Compliance Obligations.

   You agree that you shall not utilize the Site or Services to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government.

   If you become a Restricted Person during the term of this Agreement, you shall notify us within twenty-four (24) hours. Upon such notification or discovery, we shall have the right to terminate any further obligations to you, effective immediately and with no liability to you. You will remain liable for any outstanding obligations under this Agreement.

3. Export Control Compliance.

   You may not remove, export, or re-export from the United States, or allow the export or re-export of, the Site, Services, or any technical data related thereto, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.

   You acknowledge that the Services may be subject to export control laws and regulations, including the Export Administration Regulations (EAR) maintained by the U.S. Department of Commerce. You agree to comply with all applicable export control laws and regulations.

4. User Content Restrictions.

   You represent and warrant that any Customer Data, multimedia content, or other materials you upload, transmit, or store using the Services do not violate any applicable export control laws or regulations and do not contain information that is subject to export restrictions.

5. Sanctions Compliance.

   You agree not to use the Services to engage in any activities that would violate U.S. economic sanctions laws, including but not limited to those administered by the Office of Foreign Assets Control (OFAC), or similar sanctions laws of other jurisdictions.

Third-Party Websites and Services.

1. Social Media and Platform Integrations.

   The Services include social media tools and integrations that allow you to manage access, post content, and manage content on social network platforms (including LinkedIn, Facebook, X, and other platforms). These tools also allow you to access and analyze information found on social media sites and integrate with email providers, CRM systems, and other business platforms. You hereby grant us all required permissions to access such platforms and provide this functionality.

   We may share your name, email address, and other contact information with certain integration partners and service providers to enable functionality and assist in providing you with our Services.

2. Third-Party Services Definition and Disclaimer.

   The Site may contain links to websites controlled by third parties and access to third-party services (each, a "Third-Party Service"), including but not limited to:

   • Email service providers (Microsoft 365, Google Workspace, Gmail)
   • SMS and communication services (Twilio)
   • Social media platforms (LinkedIn, Facebook, X)
   • Automation platforms (Zapier)
   • CRM and business software integrations (Salesforce, HubSpot, Zoho, Pipedrive)
   • Payment processing services
   • Analytics and tracking services
   • Cloud storage and file hosting services

   These links and services are provided as a convenience. We are not affiliated with or responsible for the content, actions, or performance of any Third-Party Service, and you use such services at your own risk.

3. Third-Party Terms and Policies.

   Any Third-Party Service accessed through the Services is independent from us. We have no control over and assume no responsibility for the content, privacy policies, terms of use, or practices of such services. Third-Party Services may have different terms and privacy policies than ours. You should review applicable terms and policies, including privacy and data gathering practices, before using any Third-Party Service.

   You agree to abide by the terms and conditions of any applicable Third-Party Service. However, you must comply with this Agreement regardless of any conflicting terms in your agreements with third parties, and you may not use Third-Party Services to circumvent the restrictions in this Agreement.

4. Service Availability and Termination.

   We may terminate any Third-Party Service's ability to interact with our Services at any time, with or without notice, in our sole discretion, with no liability to you or the third party. Third-Party Services may independently change or terminate their services, which could impact the availability of some or all features of our Services. We will not be liable for any such changes or terminations.

   We accept no responsibility for reviewing changes, updates, or modifications to Third-Party Services, including their quality, content, policies, or reliability.

5. User Responsibilities and Fees.

   To use certain features of the Services, you must have access to valid email addresses and may need accounts with various Third-Party Services. You are solely responsible for:

   • Paying any third-party fees associated with Third-Party Services
   • Complying with subscriber terms, contracts, and requirements of your service providers
   • Ensuring your use of our Services does not violate any rules or policies of your email, internet, or other service providers
   • Maintaining appropriate accounts and access permissions for integrated services

6. No Endorsement.

   No reference to any third party, third-party product, or Third-Party Service constitutes an approval or endorsement by us of that third party or any product or service they provide. Integration or compatibility does not imply recommendation or guarantee of performance.

Notice and Take Down Procedures; Copyright Agent.

1. DMCA Copyright Infringement Claims.

   If you believe any materials accessible on or from the Site or Services infringe your copyright, you may request removal of those materials by submitting a DMCA takedown notice to our designated copyright agent. Your notice must include the following information:

   (a) Identification of the copyrighted work that you believe to be infringed. Please describe the work and, where possible, include a copy or the location (such as a URL) of an authorized version of the work;

   (b) Identification of the material that you believe to be infringing and its location. Please describe the material and provide us with its URL or other pertinent information that will allow us to locate the material;

   (c) Your name, address, telephone number, and email address;

   (d) A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law;

   (e) A statement that the information you have supplied is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner's behalf; and

   (f) Your physical or electronic signature.

2. Designated Copyright Agent.

   Our designated agent for copyright issues relating to the Site and Services is:

   Compliance Manager
   Vuepak, Inc.
   13506 Summerport Village Pky. #342
   Windermere, FL 34786
   Copyright Contact Form

3. Counter-Notification Process.

   If you believe your content was removed in error, you may submit a counter-notification to our copyright agent containing:

   (a) Your physical or electronic signature;

   (b) Identification of the material that was removed and the location where it appeared before removal;

   (c) A statement under penalty of perjury that you have a good faith belief that the material was removed as a result of mistake or misidentification;

   (d) Your name, address, telephone number, and a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located (or the federal district courts located in Florida if your address is outside the United States), and that you will accept service of process from the complainant.

4. Repeat Infringer Policy.

   In accordance with the DMCA and other applicable laws, we maintain a policy for the termination, in appropriate circumstances, of accounts held by users who are repeat infringers. We may also remove or disable access to material that is claimed to be infringing or the subject of infringing activity.

5. Customer Data Responsibility.

   You acknowledge that when you upload, share, or transmit Customer Data through the Services, you are responsible for ensuring that such content does not infringe the intellectual property rights of others. This includes multimedia files, AI-generated content, templates, and any other materials you create or share using the Services.

Employment and Career Information.

We may post employment opportunities, career information, and related content on the Site. Any such postings are for informational purposes only and are subject to change or removal without notice.

You should not construe any information on the Site as a binding offer for employment. Nothing on the Site constitutes a promotion or solicitation for employment that is not authorized by the laws and regulations of your jurisdiction.

All employment opportunities are subject to our standard hiring processes, background checks, and other requirements as determined by Vuepak in its sole discretion. We are an equal opportunity employer and comply with all applicable employment laws.

Account Security and Access.

1. Account Security Responsibility.

   You are responsible for maintaining the security of your Vuepak account, including all usernames, passwords, and access credentials for your account and any Authorized Users. This includes protecting access to Customer Data, multimedia files, Packages, Sequences, and other content stored in your account.

2. Account Access and Authorization.

   We will accept instructions from any individual who provides valid account credentials, including the account owner username and password or other appropriate account identifying information, as determined by us in our sole discretion. Such access may be provided through email, phone, or Third-Party Services through which you access the Services.

   We have no knowledge of your internal organizational structure, authority relationships, or personal relationships. Therefore, we rely on the presentation of valid credentials to verify authorization.

3. Account Activity Liability.

   You will be solely responsible and liable for:

   • Any activity that occurs under your account credentials
   • All activities of your Authorized Users (team members, managers, and other users under your account)
   • Any misuse or misappropriation of your contact lists, Customer Data, or other account assets by individuals who gain access using your credentials
   • The content and appropriateness of any Packages, Sequences, or Reseller Templates that you choose to share with Resellers

   You will NOT be responsible for the independent actions of Resellers using their own separate accounts, as Resellers maintain their own accounts and are subject to their own agreements with Vuepak.

   We shall not be responsible for the actions of any individuals who access your account using valid credentials, regardless of whether such access was actually authorized by you.

4. Security Breach Notification.

   You agree to notify us immediately upon discovering:

   • Any unauthorized use of your Vuepak account
   • Any suspected breach of account security
   • Any compromise of account credentials
   • Any unauthorized access to Customer Data or other sensitive information

5. Security Best Practices.

   While not required, we recommend implementing security best practices such as:

   • Using strong, unique passwords for your account
   • Regularly reviewing account access and Authorized Users
   • Promptly removing access for former team members or Resellers

Appropriate Use of Services.

1. Prohibited Reselling and Competition.

   This Agreement does not authorize you to resell the Services or use the Services to compete directly with Vuepak. You may not license, resell, or supply the Services for the benefit of any other person or company, except as specifically permitted under this Agreement.

2. Authorized Affiliate Program.

   Notwithstanding Section 16.1, you may participate in our authorized Affiliate program if invited, which allows you to share specific Packages, Sequences, and Affiliate Templates with independent Affiliates who maintain their own separate Vuepak accounts and subscriptions.

   Affiliates must clearly represent themselves and not impersonate Vuepak or its employees. Misleading branding or unauthorized co-branding is not permitted.

3. Professional Services Exception.

   You may use the Services in the normal course of providing professional services (such as marketing, advertising, or consulting services) to your clients, provided such use:

   • Complies with your subscription plan limits
   • Does not involve reselling access to the Services themselves
   • Does not compete directly with Vuepak's business model

4. Competitive Activities Prohibited.

   You may not use or authorize others to use the Services in any way that:

   • Competes directly with Vuepak's business
   • Reverse engineers or copies our functionality
   • Creates competing products or services based on our platform
   • Adversely affects our business operations or reputation

International Use; Data Protection.

1. Compliance with Local Laws.

   In recognition of the global nature of the Internet, you agree to comply with all local rules and laws where you reside or your organization is located regarding online activities, electronic communications, data protection, and use of the Services. You specifically agree to comply with all applicable laws regarding the transmission of technical data exported to or from the United States or the country in which you reside.

2. Service Availability and Control.

   The Services are controlled and operated by us from our offices within the United States. We make no representation that the Services are appropriate or available for use in all locations. Those who access the Services from locations outside the United States do so at their own initiative and risk, and are fully responsible for compliance with all applicable laws in those locations, including but not limited to data protection, privacy, export control, and telecommunications regulations.

   We do not offer the Services where prohibited by law.

3. Data Protection and Privacy Compliance.

   Data Controller and Processor Relationship: For purposes of applicable data protection laws, including the European General Data Protection Regulation (GDPR), UK Data Protection Act, and other applicable privacy laws:

   (a) You acknowledge and agree that you are the data controller with respect to personal data of your contacts, subscribers, and customers that you upload, store, or process through the Services;

   (b) Vuepak acts as a data processor, processing personal data on your behalf in accordance with your instructions as set out in this Agreement;

   (c) You are responsible for complying with all obligations of a data controller under applicable data protection laws, including obtaining proper consent, providing privacy notices, and ensuring lawful processing.

   Data Processing Agreement: Our processing of personal data is governed by our Data Processing Agreement (DPA), which forms part of this Agreement and sets forth additional terms regarding data protection, security measures, data transfers, and your rights as a data controller.

   International Data Transfers: You acknowledge that the Services may involve the transfer and processing of personal data to and within the United States and other countries where we or our service providers operate. We implement appropriate safeguards for international data transfers as described in our DPA and Privacy Policy.

4. Regional Compliance Requirements.

   European Union/EEA Users: If you are located in the European Union or European Economic Area, additional terms may apply as set forth in our DPA and Privacy Policy.

   California Users: If you are a California resident, additional privacy rights may apply as described in our Privacy Policy.

   Other Jurisdictions: Users in other jurisdictions with specific data protection or privacy laws should review our Privacy Policy for applicable terms and contact us with any questions about compliance requirements.

Dispute Resolution.

1. Informal Dispute Resolution.

   We want to address your concerns without needing formal legal proceedings. Before filing a claim against Vuepak, you agree to try to resolve the dispute informally by contacting us through our contact page, chat support (for plans that include chat support), or through our support home page. We will attempt to resolve the dispute informally by contacting you via email, chat, or phone. If a dispute is not resolved within fifteen (15) days of submission, you or Vuepak may bring a formal proceeding as described below.

2. Binding Arbitration Agreement.

   Agreement to Arbitrate: You and Vuepak agree to resolve any claims relating to these Terms, the Services, or your use of the Services through final and binding arbitration by a single arbitrator, except as set forth in the Exceptions to Arbitration below.

   Arbitration Rules: The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Orlando, Florida, United States, or at another location we mutually agree upon.

3. Arbitration Costs and Fees.

   Fee Allocation: Arbitration fees will be allocated according to AAA rules. Each party will bear their own attorney's fees and costs unless the arbitrator determines otherwise based on applicable law or the circumstances of the case.

4. Exceptions to Arbitration.

   The following disputes are not subject to arbitration:

   (a) Claims that qualify for small claims court in Orlando, Florida, United States;

   (b) Lawsuits seeking injunctive relief to stop unauthorized use or abuse of the Services;

   (c) Intellectual property infringement claims (including trademark, trade secret, copyright, or patent rights);

   (d) Claims related to the validity or enforceability of this arbitration provision.

   Any party seeking relief under exceptions (b) or (c) must first engage in the informal dispute resolution process described in Section 18.1.

5. Class Action Waiver.

   Individual Claims Only: You may only resolve disputes with Vuepak on an individual basis and may not bring a claim as a plaintiff or class member in a class, consolidated, or representative action.

   Prohibited Proceedings: Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not permitted under this Agreement.

6. Judicial Proceedings.

   Jurisdiction and Venue: If the arbitration agreement is found not to apply to you or your claim, you and Vuepak agree that any judicial proceeding (other than small claims actions) will be brought exclusively in the federal or state courts located in Orlando, Florida. Both you and Vuepak consent to venue and personal jurisdiction in these courts.

   Governing Law: This Agreement and any disputes arising hereunder shall be governed by the laws of the State of Florida, without regard to conflict of law principles.

7. Severability.

   If any portion of this dispute resolution provision is found to be unenforceable, the remainder shall remain in full force and effect, except that if the class action waiver is found to be unenforceable, the entire arbitration provision shall be void.

Miscellaneous.

1. Force Majeure.

   Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government actions, labor disputes, or interruption of electricity, internet, or telecommunications services.

   Vuepak shall not be liable for any failure or delay in providing the Services due to third-party service provider outages, failures, or interruptions, including but not limited to cloud hosting providers, communication services, AI service providers, email delivery services, payment processors, social media platforms, integration partners, or any other third-party services upon which the Services depend.

   If such an event occurs, the affected party shall promptly notify the other party and use reasonable efforts to minimize the impact and resume performance as soon as reasonably possible. During any force majeure event, Vuepak's performance obligations shall be suspended, and subscription terms may be extended to account for the period of non-performance. If the force majeure event continues for more than thirty (30) consecutive days, either party may terminate this Agreement upon written notice, with Customer receiving a prorated credit or refund for any prepaid, unused Services during the force majeure period.

2. Severability.

   If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

3. Entire Agreement.

   This Agreement is the complete and exclusive statement of the mutual understanding between the parties and supersedes all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. All modifications must be in writing and signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement shall be considered a waiver of such right or remedy.

4. Assignment.

   You may not assign any of your rights under this Agreement without our prior written consent. We may assign all or any part of our rights and obligations under this Agreement to any individual or entity in our sole discretion, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

5. Further Assurances.

   You agree to execute any documents and take any actions reasonably required to effectuate the purposes of this Agreement.

6. Third-Party Beneficiaries.

   This Agreement is intended solely for the benefit of the parties hereto and their respective permitted successors and assigns. No third party is intended to be a beneficiary of this Agreement.

7. Headings.

   The headings and section titles in this Agreement are for convenience only and have no legal or contractual effect.

8. Independent Contractors.

   The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship between the parties, and you have no authority to bind Vuepak in any respect.

9. Attorney's Fees.

   Note: This section is superseded by the dispute resolution provisions in Section 18, which govern the allocation of costs and attorney's fees in arbitration and litigation.

10. Governing Law.

    This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its choice of law or conflict of laws provisions. All claims relating to or arising out of this Agreement shall likewise be governed by the laws of the State of Florida.

11. Survival.

    The following sections shall survive termination of this Agreement: intellectual property provisions, payment obligations, limitation of liability, indemnification, dispute resolution, and any other provisions that by their nature should survive termination.

12. Contact Information.

    If you have any questions about this Agreement or need to report any issues, please contact us through our contact page, chat support (for applicable plans), or our support home page.