This AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU SHOULD REVIEW THIS DOCUMENT IN ITS ENTIRETY, INCLUDING THE DISPUTE RESOLUTION SECTION BELOW, BEFORE USING THE PLATFORM.

THESE TERMS OF SERVICE GOVERN YOUR SUBSCRIPTION AND USE OF THE PLATFORM AND SERVICES. PLEASE READ THESE TERMS OF SERVICE CAREFULLY. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. BY COMPLETING THE REGISTRATION PROCESS, CREATING AN ACCOUNT, OR ACCESSING OR USING ANY PART OF THE PLATFORM AND/OR SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH X-ID, (3) THE INFORMATION PROVIDED BY YOU IN CONNECTION WITH YOUR REGISTRATION ON THE PLATFORM/SERVICES IS TRUE, ACCURATE, AND COMPLETE, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE PERSONALLY OR ON BEHALF OF THE BUSINESS ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND SUCH BUSINESS ENTITY TO THE AGREEMENT. CERTAIN PARTS OF THE PLATFORM MAY BE SUBJECT TO “OPEN-SOURCE LICENSES” OR “FREE SOFTWARE LICENSES.” SUCH COMPONENTS WILL BE GOVERNED BY THE TERMS OF THEIR RESPECTIVE LICENSES AND NOT BY THESE TERMS.

ONCE ACCEPTED, THESE TERMS OF SERVICE, IN COMBINATION WITH OUR PRIVACY POLICY, DATA PROCESSING AGREEMENT, AND AFFILIATE AGREEMENT (WHERE APPLICABLE) (COLLECTIVELY, THE “TERMS”), BECOME A LEGALLY BINDING COMMITMENT BETWEEN YOU (OR THE BUSINESS ENTITY YOU REPRESENT) AND X-ID AND ITS RESPECTIVE OFFICERS, DIRECTORS, BUSINESS AFFILIATES, SUCCESSORS, AND ASSIGNS (HEREINAFTER REFERRED TO AS “X-ID,” “WE,” OR “US”) AND GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM AND ALL OTHER INTERACTIONS WITH X-ID RELATED TO THE PLATFORM.

X-ID reserves the right to make changes to these Terms at any time. All changes are effective immediately when posted. Continued use of the Platform after the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.

X-ID is providing the Platform solely for your commercial use, without any promise of exclusivity. X-ID’s customers, users, entrepreneurs, marketing affiliates, specialists, and partners are not employees, contractors, or representatives of X-ID. X-ID is not responsible for any interactions between you and your customers beyond providing access to the Platform. X-ID is in no way responsible for any disputes, claims, losses, injuries, or damages arising from your relationship with your customers, including your reliance on any information or content you provide. You agree and acknowledge that you are responsible for implementing your own terms of service to govern the relationship between you and your customers.

You should consult an attorney for legal advice to ensure that your use of the Platform complies with these Terms and applicable law.

Platform Use

1.1 Restrictions: You must be at least 18 years old to use the Platform. By accepting these Terms, creating an Account on the Platform, or using the Platform, you represent that you are at least 18 years old. You may not use the Platform or the Services if you are an employee, partner, or director of our competitors or if you intend to access the Platform to compete with it.

1.2 Platform Account Ownership: Your use of the Platform is conditioned on providing complete, up-to-date, and accurate information when registering for an Account on the Platform. The Platform is intended for use in connection with the trade, business, or profession of an individual. As the person accepting these Terms, you are the owner of the Platform Account unless you are acting on behalf of a business entity, in which case the business entity is the owner of the Platform Account. If you accept these Terms on behalf of a business entity, you represent and warrant that you have the authority to bind the business entity to these terms. If multiple parties claim to be the “owner” of a specific account on the Platform, X-ID will consider as the owner the person who can demonstrate their ownership (in whole or in part) of the underlying business entity for which the Platform Account was created by providing government-issued documentation of that ownership. If X-ID cannot determine the rightful owner of the Platform Account, it reserves the right to suspend or terminate the Platform Account until the disputing parties have mutually agreed on ownership or until a court orders X-ID to grant access to a specific individual.

1.3 Intended Use: You and your customers may use the Platform only as intended for legal purposes and in accordance with these Terms. You agree that you and your customers will not use the Platform in any manner that violates any applicable law or regulation or engage in any Prohibited Use. Additionally, you represent and warrant that: (i) You and your customers will maintain in force all licenses, permissions, authorizations, consents, and permits necessary to fulfill the obligations set forth in these Terms; (ii) You are fully responsible for your actions and the actions of your employees, agents, and customers who use the Platform; (iii) You are fully responsible for the use of the Platform by your customers; (iv) You, your employees, agents, and customers will not misrepresent the Platform or the Services; (v) You will ensure that your employees with access to the Platform Account are bound by these Terms, and require your customers to accept terms at least as restrictive as these Terms; (vi) You own or control all rights to all content you provide to X-ID, including but not limited to any code provided to customize the Platform for your customers; (vii) You, your employees, and your customers will provide reasonable cooperation with requests for information from law enforcement, regulators, or telecommunications providers; and (viii) You will not give access to the Platform or Services to a direct competitor of X-ID; (ix) You will not attempt to directly or indirectly reverse engineer, decompile, disassemble, or otherwise attempt to discover or disclose the source code, object code, or underlying structure, ideas, know-how, or algorithms; (x) You will not modify, translate, or create derivative works based on the Platform (except to the extent expressly permitted by us); and (xi) You will not remove any proprietary notices or labels.

1.4 Compliance: You will be solely responsible for your use of the Platform and the Services, including (a) the quality and integrity of any data and other information, including Information, made available to us by or for you through the use of the Platform, (b) ensuring and maintaining adequate insurance as required, and (c) compliance with all applicable laws and regulations, including but not limited to HIPAA and other data privacy laws. X-ID is not responsible for the compliance of your operations with the law and does not guarantee that your use of the Platform will comply with any laws, including but not limited to HIPAA, PCI, the Gramm-Leach-Bliley Act, and other similar laws and regulations.

1.5 Privacy: By using the Platform and providing Information on or through the Platform, you consent to X-ID’s use and disclosure of the Information in accordance with the Privacy Policy available here and incorporated by reference. You agree that X-ID has no responsibility or liability for the deletion or failure to store any Information or content maintained or transmitted on or through the Platform. When you provide your customers with access to the Platform, you must implement and enforce your own terms of service and Privacy Policy, providing a level of protection at least equal to that provided to you by X-ID. You must obtain your customers’ affirmative consent acknowledging that your customers agree to be bound by your Privacy Policy. You represent and warrant that you have provided and will continue to provide adequate notice and have obtained and will continue to obtain the appropriate and necessary permissions from your customers for the data to be made available to X-ID as provided in your Privacy Policy.

1.6 Prohibited Use: You and your customers will not use the Platform to engage in any activity prohibited by law, regulation, or industry code of conduct, or that is immoral or unethical, including, without limitation, creating, distributing, or making available any Content that: (a) is sexually explicit, pornographic, or obscene; (b) promotes, advocates, or incites violence, hatred, racism, bigotry, terrorism, or any activity harmful to others; (c) promotes or advocates any illegal activity; (d) constitutes harassment or invasion of another individual’s privacy; (e) infringes on intellectual property rights, including but not limited to copyrights, trademarks, trade secrets, or patents; or (f) defames, slanders, insults, or discriminates against any individual or group. X-ID reserves the right, in its sole discretion, to determine whether a violation of these Terms or any law or regulation has occurred and may take any necessary and appropriate action, including suspending or terminating access to the Platform or Content associated with any Platform Account.

1.7 Ownership of X-ID: All rights, title, and interest in and to the Platform, and all trademarks, logos, copyrights, patents, know-how, confidential and business information, and other intellectual property rights related to the Platform are owned by X-ID. You agree not to claim any ownership interest or any other interest in or to the Platform, or any material, ideas, concepts, or know-how provided by or through the Platform. X-ID reserves all rights to the Platform that are not expressly granted to you under these Terms.

1.8 Ownership of Content: X-ID does not claim ownership of any Content you provide through the Platform. However

MAP Policy for White Label and Resale

2.1 Resale Restrictions: When reselling access to the Platform, you agree that you are fully responsible to your customers for their access to and use of the Platform and are solely responsible for resolving all customer disputes and inquiries. If X-ID determines, at its sole discretion, that you are consistently and repeatedly failing to provide your customers with satisfactory resolutions to their disputes and inquiries, or if we receive complaints that you are not responding to legitimate customer disputes or inquiries, we reserve the right to exercise our ability to terminate your Account on the Platform.

2.2 Minimum Advertised Price: If you are authorized to white-label and resell access to the Platform, you may not advertise access to the Core Platform at an effective price below the Standard Prices offered by X-ID (the “MAP Policy”). The “Core Platform” is defined as a combination of 2 or more of the following Platform functionalities: (i) Funnel and Website Builder, (ii) Forms, (iii) Surveys, (iv) Customer Relationship Manager, (v) Email Builder, (vi) Calendars, and/or (vii) Automation Flows. For the avoidance of doubt, offering any of the above functionalities (or any other functionalities not listed above) as a standalone product is not subject to the MAP Policy. The “Standard Price” for a Sub-Account is $97 USD for monthly subscriptions or $970 USD for an annual subscription. X-ID reserves the right to change its Standard Prices at any time and for any reason. In the event of a change in X-ID’s Standard Prices, you are responsible for ensuring your continued compliance with the MAP Policy. X-ID may offer special pricing, promotions, or discounts from time to time (“Special Pricing”). X-ID’s use of Special Pricing does not create an exception to the MAP Policy. Any changes to this MAP Policy will be communicated through an amendment to these Terms or by other means of communication that X-ID deems appropriate, at its sole discretion. The price at which you are advertising access to the Platform is determined after deducting coupon discounts, rebates, product gift values, gift card values, and other promotional offers that have the effect of reducing the advertised price (“Advertised Price”). The MAP Policy applies only to the Advertised Price. The final price at which you resell access to the Platform (“Final Price”) is not subject to the MAP Policy.

2.3 Lifetime License Restriction: Subscription fees for access to the Platform or any standalone Platform functionality must be charged on a recurring basis (i.e., monthly, annually, etc.). It is a violation of these Terms to resell lifetime access to the Core Platform or any standalone Platform functionality for a one-time fee, unless you have prior written approval from X-ID. X-ID reserves the right to grant exceptions and revoke such exceptions to this restriction at its sole discretion.

2.4 Exceptions to the MAP Policy.

2.4.1 X-ID reserves the right to make exceptions to this MAP Policy at any time, for any reason, at its sole and absolute discretion. Such exceptions must be made in writing and may be revoked at any time, for any reason, at its sole and absolute discretion.

2.4.2 The MAP Policy does not apply to Advertised Prices displayed in physical sales locations where the Advertised Price is not distributed or visible to customers outside of the said location, or where the Final Prices are disclosed to customers for the first time in “shopping carts” for web-based sales (provided that such Final Prices cannot be retrieved by search engines or otherwise displayed to customers).

2.4.3 This MAP Policy does not apply to advertising in any jurisdiction where minimum advertised price policies are prohibited by law. However, it is a violation of this policy to transmit an Advertised Price below the MAP Policy from any jurisdiction to customers in any jurisdiction where the MAP Policy is permitted.

2.4.4 For sales in the European Union and the United Kingdom, this MAP Policy does not prohibit you from offering discounts to customers or communicating to customers that the Final Price may differ from the Advertised Price.

2.5 White Label License and Restrictions.

2.5.1 White Label License: Subject to your continued compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license to use the Platform, including the design and trade dress, as reasonably necessary for rebranding and reselling access to the Platform under your own white label brand. Any license granted to you under this Section will automatically terminate in the event of a breach of this license or the Terms or a violation of the restrictions set forth below. Under this license, portions of the Platform may be modified by you, incorporating your name, logo, trademark, and color scheme into your individual access area within the Platform. You are solely responsible for copyright, trademark, or other intellectual property concerns related to the customized appearance of the Platform for you and your customers. You acknowledge that you may not be able to customize the Platform to your unique branding to the extent that your customization appears to have been independently developed. X-ID may remove any of your modifications at any time without prior notice and without liability to you. You are authorized to make your white-labeled version of the Platform available on app store platforms; however, you acknowledge that X-ID will not be liable in any way if you are unable to publish your white-labeled version of the Platform on any app store.

2.5.2 Restrictions: You are prohibited from engaging in any illegal, deceptive, fraudulent, or unethical practices, including but not limited to disparagement of the Platform or Services or other practices that may be harmful to the Platform or Services, X-ID, or the public interest. You will not acquire, nor attempt to acquire, any rights to the Platform or any of its components. If you acquire any rights to the Platform or any part thereof, by operation of law or otherwise, you will, at no cost to X-ID, assign all such rights to X-ID. You are prohibited from representing yourself as an employee of X-ID or suggesting any association with X-ID when reselling access to the Platform. You may not direct your customers to contact X-ID for any reason, including but not limited to Platform support. You may not, directly or indirectly, solicit existing X-ID customers to cancel their Accounts on the Platform to acquire a subscription to your white-labeled version of the Platform. You may not distribute marketing material or other advertising or sales content that directly compares X-ID’s product to your white-labeled version of the Platform or makes claims suggesting that your white-labeled version of the Platform is superior or has more functionalities than X-ID’s Platform.

2.5.3 Suspension and Termination: We may suspend or terminate your ability to resell access to the Platform at our sole discretion, with or without notice, if you violate the MAP Policy or these Terms or for any other reason, at our sole and absolute discretion.

Code of Conduct

3. You represent and warrant that when using the Platform, you will comply with the Code of Conduct set forth in Exhibit A. X-ID reserves the right to pursue all remedies available in the event of a breach of this Agreement, including the Code of Conduct, up to and including termination of your Account on the Platform.

Payment

4.1 Fees and Automatic Renewal: You agree to provide us with accurate and complete billing information (name, address, credit card information, and phone number) and notify us of any changes within 10 days of the change. The use of the Platform is subject to the timely payment of your fees and your customers’ fees. Fees may include, but are not limited to: subscription fees, Communication Surcharges, fees for additional services, or other usage-based or subscription-based fees offered by X-ID, as incurred by you and your customers. Fees and amounts may change from time to time. Fees for subscription services will be billed in advance for the Services, either monthly or annually, depending on your subscription plan. Usage-based fees, including but not limited to Communication Surcharges, are calculated based on usage and will be billed monthly as separate items on your invoice. We will automatically charge the card on file when your fees are due.

4.2 Wallets and Rebilling: Your account on the Platform contains a “wallet” where you can preload funds to purchase Services through the Platform or support the rebilling of your customers’ fees. If you are on the recurring plan, you will automatically be enrolled in our rebilling feature and will need to update your settings in your account on the Platform if you wish to disable the rebilling feature or change the auto-recharge amount. If you use the wallet feature, you consent to X-ID deducting amounts from the wallet to cover any fees due at that time. In the event you have a negative wallet balance, we will automatically charge the credit card on file to cover the negative balance and add funds to avoid any overdrafts. You consent to X-ID charging your credit card to avoid any overdraft.

4.3 Late Payments and Payment Disputes: If, for any reason, your credit card company refuses or declines to pay the amount owed for the Services you have purchased, we will attempt to recharge the card on file for a period of 7 business days. If, after retrying the charge, we are still unable to process the transaction, your account on the Platform may be canceled for non-payment, at X-ID’s sole discretion. Additionally, we may require you to pay any late fees and other amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event that legal action is necessary to collect balances owed, you agree to reimburse us for all expenses incurred in recovering the amounts owed, including attorneys’ fees and other legal expenses. If you dispute any charges on your invoice, you must notify us in writing within thirty (30) days of the invoice date. We will attempt to resolve your dispute within thirty (30) days after receiving your notice. If we determine that the disputed charges were charged in error, we will credit your account on the Platform. If we determine that the charges were not made in error, you agree to pay the disputed amounts within seven (7) days of the dispute resolution. Your failure to notify us within the specified period shall constitute your waiver of any rights to dispute such charges.

4.4 Tax: Unless otherwise stated, X-ID’s fees do not include any federal, state, provincial, local, or foreign taxes, duties, or other governmental levies or impositions of any nature (collectively, “Taxes”). You are responsible for all Taxes associated with the Services (excluding Taxes based on X-ID’s net income), and any such amounts will be added to the Fees payable by you. You agree to indemnify, defend, and hold X-ID harmless against any claims arising out of your failure to report or pay any such Taxes. You must provide X-ID with a valid tax-exempt certificate authorized by the appropriate taxing authority if you claim any exemption.

4.5 Refunds: Except as otherwise provided in these Terms, all fees are non-refundable. You are solely responsible for ensuring that your customers are satisfied with the Services. In the event you offer a refund to your customers, we will not be obligated to issue you a refund, credit your account, or otherwise compensate you for amounts owed or deducted from your customers’ accounts.

4.6 Refunds

4.6.1 Non-Refundable Fees: All fees charged by X-ID are non-refundable, including subscription fees, Communication Surcharges, and resale of Third-Party Services by X-ID, regardless of whether you have actually accessed or used the account on the Platform or the Services during the subscription period. You are solely responsible for any excessive fees incurred by you as a result of an error or omission made by you or by third parties. X-ID does not provide refunds or credits for such errors or omissions, or for partially used or unused Platform subscriptions or Services. Except as required by law, X-ID reserves the right to issue or deny a refund or credit at its sole and absolute discretion, at any time, for any reason, and X-ID’s determination of when to issue or deny a refund or credit is final.

4.6.2 Prepaid and Minimum Commitment Subscriptions: X-ID resells certain Services and Third-Party Services that require prepayment (including but not limited to the purchase of ads and other services). Unused or canceled prepaid services are non-refundable. X-ID may, at its sole discretion, issue account credits for future services if you choose to cancel any prepaid services before the services are fully rendered. Some Service subscriptions require a non-cancellable minimum subscription commitment, which cannot be canceled until the commitment is fulfilled. Fees for such non-cancellable minimum subscription commitments will continue to be automatically applied to your invoice until the minimum commitment has been fulfilled. Some additional services or products may not be canceled or refunded once X-ID has technically enabled such products and/or services on your account on the Platform, including but not limited to the HIPAA package.

4.6.3 Wallet Credit Refunds: When your Services are canceled, terminated, or expired, it is your sole obligation to request from X-ID a refund of any remaining amounts in your account’s “wallet.” Any remaining amount in the “wallet” for more than thirty (30) days after the expiration, termination, or cancellation of your account on the Platform will be forfeited, and X-ID has no obligation to refund such amounts.

4.7 Taxes and Government Assessments: All fees are exclusive of any sales taxes, VAT, GST, and use taxes, fees, levies, service charges, fines, and other government assessments (“Taxes”), unless otherwise stated in these Terms. Business entities with a valid VAT or GST identification number must provide their VAT or GST identification number to X-ID. You acknowledge that X-ID may rely on the VAT or GST number provided. Where applicable by law, X-ID will transfer the responsibility of paying VAT/GST on the fees to you due to the application of a VAT/GST reverse charge mechanism. You are solely responsible for the taxes associated with your use of the Platform, including all taxes associated with the transactions you conduct with your customers. X-ID may charge you taxes as part of the fees, as legally required or as X-ID deems appropriate, and all of X-ID’s determinations regarding the taxes to be charged are final. Failure to provide a valid VAT or GST identification number to X-ID may result in the charging of VAT or GST by X-ID. If you provide a valid VAT or GST identification number after the payment of a fee, the VAT and GST taxes charged will not be refunded. X-ID may recalculate and charge you additional taxes if it determines, at any time, that they are due. You will indemnify X-ID for all claims related to taxes associated with your activities on the Platform, including any taxes related to your transactions with your customers, as described above. Taxes are non-refundable. You acknowledge that X-ID may rely on the name and address you provide to X-ID when agreeing to the fees or in connection with your payment method as the place of supply for tax purposes or as the place of supply for VAT purposes where you have established your business. Without limiting the generality of this Section 4.7, to the extent permitted by applicable law, all payments from you to X-ID under this Agreement shall be made free and clear of deductions or withholdings of any nature, except as required by law. If such deduction or withholding is required by law, you will pay X-ID additional amounts as necessary to ensure that X-ID receives the full amount it would have received if there had been no deduction or withholding.

Updated on 08/26/2024