Terms and Conditions

Bizipro LLC™©, herein referred to as "Bizipro," will provide its system & subscription service through Bizipro. The "Service," and any professional services in relation to the implementation of the Subscription Service (the "Professional Services"; the Subscription Services and Professional Services may hereinafter be generally referred to as the "Services") in accordance with these Terms and any terms and conditions provided for in a customer agreement, reseller agreement or order form for the Subscription Service (all such documents maybe be referred to as an "Order Form") or a statement of work for the delivery of Professional Services ("Statement of Work"). Client understands, acknowledges, and agrees that onboarding and implementation of the Services may take up to a 4-week period of time. Client's reasonable and timely participation in the onboarding process is a vital component of delivering the Services and any delays in this process caused by Client will not affect the duration of any agreement and will not provide a basis for non-payment or termination.

Customer may have another written agreement directly with Bizipro (e.g., a service & design agreement) that supplements or supersedes all or portions of this agreement. The Software is LICENSED, NOT SOLD, only in accordance with the terms of this agreement. Use of some Bizipro and some non-Bizipro materials and services included in or accessed through the Software may be subject to additional terms and conditions.

During Client's use of the Subscription Service, Client may receive data generated by the Subscription Service. Client may display such generated data on Client's website but may not modify the data or otherwise use it for any other purposes, including without limitation analytics purposes, without Bizipro's prior express written approval. For purposes of clarification, data generated by the Subscription Service may include data and content that is owned or licensed by a third party, and Client's use of such third-party data and content is limited further by such third party's applicable license terms and web site terms of use. Bizipro LLC © hereby disclaims responsibility and/or liability in full for Client's use of any such third-party data and content under these Terms.

a. TCPA: To the extent required by law and as applicable to the parties, the parties shall comply with the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the "TCPA"). Client will be solely responsible for complying with any messaging consent obligations under the TCPA and TSR in the course of accessing and using the Bizipro Services. Client is responsible for obtaining explicit consent(s) from any and all third parties (including Client's customers) to send and receive SMS and/or emails using the Bizipro Services. Bizipro shall have the same obligation to obtain third party consent for all parties from which it is directly obtaining their phone number(s).

b. 10DLC: You understand that if you are using certain SMS-related Services, you are responsible for complying with A2P 10DLC, including but not limited to registration and obtaining customer opt in. Bizipro reserves the right to pass carrier 10DLC fees on to you which you agree Bizipro may collect from you using your authorized payment method. Client authorizes Bizipro to act as its legal representative in the 10DLC registration process when such representation is necessary to provide or enhance the Services.

Each party is liable for, and shall indemnify, defend and hold harmless the other party from and against any and all damages, liabilities, judgments, fees, fines, costs and expenses (including reasonable attorneys' fees) incurred by the non-breaching party arising from any claims, demands or legal actions made against it resulting from Client's breach of this Section.

If Client becomes aware that the security of Client's login information has been compromised or breached, Client must immediately deactivate such account or change the account's login credentials. Additionally, Client shall promptly deactivate the account or change the login credentials for any individual (e.g., former employee) that no longer is authorized by Client to access the Subscription Service.

By opting in to Bizipro's SMS program, you may receive the following types of text messages:

• Service Alerts — Important updates about your account, system status, or service delivery, including onboarding milestones and implementation notices.
• Appointment & Booking Reminders — Automated reminders for scheduled strategy calls, onboarding sessions, or consultations.
• Promotional Messages — Special offers, new product announcements, limited-time discounts, and marketing communications related to Bizipro products and services.
• Follow-Up Notifications — Automated follow-up messages after inquiries, missed calls, form submissions, or consultations.
• Operational Notifications — Billing reminders, contract renewal notices, and account-related administrative communications.
• Educational Content — Tips, resources, and guidance related to AI, automation, and business systems relevant to your use of Bizipro services.

Message frequency varies. You may receive up to several messages per week depending on your account activity and opt-in preferences.

The following terms apply to all SMS communications sent by or on behalf of Bizipro:

• To stop receiving messages, reply STOP to any text message. You will receive a one-time opt-out confirmation and no further messages will be sent unless you re-enroll.
• Message and data rates may apply. Check with your carrier for details.
• Carriers are not liable for delayed or undelivered messages.
• You must be 18 years of age or older to use this SMS service.
• For help, reply HELP to any message or contact us at [email protected].
• Consent to receive SMS messages is not a condition of purchasing any product or service from Bizipro.

Bizipro's priority to its customers is to keep the Services available and running at optimal speed, which requires each customer to use the Services fairly and reasonably so as to not affect the access or use by other customers. The Services include broad access to a variety of resources such as bandwidth, API requests, and storage which are not unlimited (unless expressly stated as such in a Customer Agreement, Order Form or other agreement) or the overuse of which would affect the stability of the Bizipro platform, including but not limited to the Services, which is why we have this fair use clause ("Fair Use Policy" or "FUP"). Fair use will be considered the processing of 3 times the average number of requests or processed transactions per Location for other Bizipro customers in the same or similar industry. If Bizipro determines Client's use of the Services is in violation of its Fair Use Policy, in its sole reasonable discretion, it may take unilateral action regarding Client's use of the Services including, but not limited to, limiting the frequency of access to the Services or limiting the number of processed requests through the Services in order to bring usage in line with this FUP.

Client agrees not to do any of the following while using the Site, Services or Bizipro Content:

• Access, post, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, vulgar or offensive; (v) constitutes child pornography or child erotica; (vi) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any other person; or (viii) promotes illegal or harmful activities or substances.
• Use, display, mirror, frame or utilize framing techniques to enclose the Site or Services, or any individual element or materials within the Site or Services, Bizipro's name, any Bizipro trademark, logo or other proprietary information, the content of any text or the layout and design of any page or form contained on a page, without Bizipro's express written consent.
• Access, tamper with, or use non-public areas of the Site or Services, Bizipro's computer systems, or the technical delivery systems of Bizipro's providers.
• Attempt to probe, scan, or test the vulnerability of any Bizipro system or network or breach any security or authentication measures.
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Bizipro or any of Bizipro's providers or any other third party to protect the Site, Services or Bizipro Content.
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation.
• Use or access the Services for the purpose of, or resulting in, the posting, publication, distribution or transmission of defamatory material or content.
• Send any emails or text communications for purposes of marketing or promoting non-federally legalized products or services or if such communications are barred by relevant industry associations.
• Use any meta tags or other hidden text or metadata utilizing a Bizipro trademark, logo URL or product name without Bizipro's express written consent.
• Use the Site, Services or Bizipro Content for the purpose of bringing an intellectual property infringement claim against Bizipro or for the purpose of creating a product or service competitive with the Services.
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Bizipro Content.
• Interfere with, or attempt to interfere with, the access of any user, host or network connected to the Site or Services.
• Collect or store any personally identifiable information from the Site or Services from other users without their express permission.
• Impersonate or misrepresent Client's affiliation with any person or entity.
• Violate any applicable law or regulation.
• Develop or build products which perform substantially similar to the Services for the Term of this Agreement and the 12 month period thereafter.
• Encourage or enable any other individual to do any of the foregoing.

Client shall pay Bizipro the undisputed fees in the currency and as of the date set forth in each Order Form or Statement of Work. Client's payments under these Terms are due net thirty (30) days from Client's receipt of Bizipro's invoice unless agreed otherwise by the Parties in the applicable Order Form or Statement of Work. All fees are exclusive of applicable sales, excise, value-added or use taxes. Except for income taxes levied on Bizipro's net income, Client shall pay or reimburse Bizipro for all national, federal, provincial, state, local or other taxes and assessments of any jurisdiction, which are legally payable by Client for charges set, services performed or to be performed, or payments made or to be made hereunder.

Client's failure to pay undisputed fees when due constitutes a material breach of these Terms. If payment is not made within thirty (30) days of when it is due, Bizipro may charge interest on the overdue amount at the rate of 1.5% per month (or the highest rate permitted by applicable law, if less), and Client shall reimburse Bizipro for all reasonable costs of collection, including reasonable attorneys' fees.

In the event that the client wishes to cancel the contracted services, they must provide written notice to our company at least 30 days prior to the next billing cycle. However, it is important to note that upon cancellation, the client remains responsible for payment of the full-term amount of the contract. This includes any remaining monthly subscription fees for the duration of the agreed-upon contract term. Once the cancellation notice is received, any further services and support will be discontinued, and access to the platform will be terminated at the end of the current billing cycle. By agreeing to these terms, the client acknowledges and accepts their responsibility for payment of the full contractual amount.

Bizipro owns all right, title, and interest in and to the Subscription Service, including, without limitation, all modifications, improvements, enhancements, integrations, upgrades, derivative works, and feedback related thereto and all intellectual property rights therein ("Rights"), and any and all Rights developed as part of the delivery and receipt of the Professional Services. Bizipro grants Client a limited, revocable, royalty-free, non-exclusive, non-transferable license to use the Subscription Service, and any deliverables developed pursuant to the delivery of Professional Services hereunder in relation to Client's use of the Service, for the term of the applicable Order Form or Statement of Work. All rights not expressly granted to Client hereunder are reserved by Bizipro.

Unless otherwise permitted in writing by Bizipro, Client may not, and may not permit any third party to, (i) copy, reproduce, modify, translate, prepare derivative works of, de-compile, reverse engineer, disassemble or otherwise attempt to derive source code from the Subscription Service; (ii) use, evaluate or view the Subscription Service for the purpose of designing or creating a product or service competitive to Bizipro's products or services; and/or (iii) resell or use the Subscription Service in a service bureau.

3.3.1 Client Data. During the term of this Agreement or any Order Form or Statement of Work, Client grants Bizipro a limited, non-exclusive, royalty-free, revocable, world-wide license to use and disclose, as necessary to provide the Subscription Service and Professional Services, all information submitted by Client and Client's end users in connection with Client's use of the Subscription Service ("Client Data"). Client owns all Client Data. Nothing contained herein shall be construed as granting Bizipro ownership in any Client Data. Client hereby gives Bizipro a non-revocable, worldwide, royalty right to use aggregated or anonymized Client Data for internal evaluation purposes only; Bizipro will never market or sell Client Data to any third party.

3.3.2 Bizipro Data. All data generated, stored or collected by Bizipro technologies which is not Client Data is owned by Bizipro ("Bizipro Data"). Bizipro Data includes, but is not limited to, all review data posted to a Bizipro microsite. Client shall have a limited, perpetual license to use such Bizipro Data generated by the Subscription Service, subject to Section 3.3.3 of these Terms.

3.3.3 Third Party Data. Data generated by the Subscription Service may include data and content that is owned or licensed by a third party, and Client's use of such third party data and content is limited by such third party's applicable license terms and web site terms of use. Bizipro hereby disclaims responsibility and/or liability in full for Client's use of any such third party data and content under these Terms.

The collection, use and storage of Personal Data through Bizipro's website is governed by Bizipro's privacy policy. During the term of this Agreement, Bizipro shall maintain a security program materially in accordance with industry standards that is designed to: (i) ensure the security of Client Data; (ii) protect against threats or hazards to the security or integrity of Client Data; and (iii) prevent unauthorized access to Client Data. If either party believes that there has been a security breach involving Client Data, such party must promptly notify the other party, unless legally prohibited from doing so.

"Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects (i) that the disclosing party identifies as confidential or proprietary; or (ii) that reasonably appears to be confidential or proprietary because of legends or other markings, the circumstances of disclosure, or the nature of the information itself. The parties acknowledge that the Subscription Service and Professional Services, the terms of these Terms and any Order Form or Statement of Work, and any other proprietary or confidential information provided to the other party constitute valuable proprietary information and trade secrets of Bizipro and the Client, respectfully. Each party agrees to preserve the confidential nature of the other party's Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its use as permitted and in connection with these Terms.

Bizipro represents and warrants that (i) it has all right, title, and interest necessary to provide the Subscription Service and Professional Services to Client under the terms set forth in these Terms and each Order Form or Statement of Work; (ii) the Subscription Service will perform materially in accordance with the terms of this Agreement; (iii) the functionality of the Subscription Service will not be materially decreased during the term of this Agreement; (iv) Bizipro shall use industry standard virus protection designed to prevent any viruses, time bombs or other disabling code from the Subscription Service; and (v) it shall comply with all laws applicable to it in its provision of the Subscription Service.

Client represents and warrants that (i) Client have any and all consents and authorizations as may be necessary for the Client to receive the Subscription Service and/or Professional Services; (ii) each of the sites where the Subscription Service is deployed contains a privacy policy that discloses the usage of third-party technology and the data collection and usage resulting from the Subscription Service; (iii) Client's websites upon which the Subscription Service is deployed do not contain any material which is defamatory, promotes illegal activity, or contains hate speech; and (iv) Client have legally obtained necessary ownership or license rights to any Client Data.

EXCEPT AS SET FORTH HEREIN, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS, IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICES OR ANY SUPPORT RELATED THERETO, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY OF DATA, AND WARRANTIES ARISING FROM A COURSE OF DEALING. BIZIPRO DOES NOT WARRANT, OR OTHERWISE PROMISE, THAT THE USE OF ITS SERVICES WILL INCREASE CLIENT'S RANKING POSITIONS ON GOOGLE OR ANY OTHER SEARCH ENGINE.

EXCEPT AS SET FORTH BELOW, THE LIMITATIONS OF LIABILITY IN SECTIONS 4.4.1 AND 4.4.2 WILL APPLY IRRESPECTIVE OF ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND ALSO APPLY REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH DAMAGES ARE SOUGHT. IN NO EVENT WILL THE LIMITATIONS APPLY TO THE AMOUNTS DUE FOR SERVICES UNDER THE TERMS. BOTH PARTIES SHALL USE REASONABLE EFFORTS TO MITIGATE THE DAMAGES FOR WHICH THE OTHER PARTY IS RESPONSIBLE.

4.4.1 NO SPECIAL DAMAGES. EXCEPT FOR CLAIMS ARISING OUT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY IS LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION, OF ANY PARTY, INCLUDING THIRD PARTIES, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF THE FOREGOING.

4.4.2 LIABILITY CAP. EXCEPT FOR CLAIMS ARISING OUT OF A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL THE TOTAL COLLECTIVE LIABILITY OF EITHER PARTY UNDER THESE TERMS EXCEED THE AGGREGATE FEES PAID OR PAYABLE BY EITHER PARTY UNDER THESE TERMS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

Client shall indemnify, defend, and hold harmless Bizipro, its officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys' fees), resulting from any judgment or proceeding, or any settlement Terms, from a third party's claim that arises out of a third party's claim that Client's website on which the Subscription Service is provided or any application Client develop infringes any intellectual property rights.

Bizipro shall indemnify, defend, and hold harmless Client, Client's officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys' fees), resulting from any judgment or proceeding, or any settlement Terms, from a third party's claim that the Subscription Service, as provided by Bizipro to Client within the scope of these Terms, infringes any intellectual property rights. Bizipro has no obligation to indemnify Client for a claim of infringement to the extent it arises from: (i) infringing matter supplied or developed solely by Client; (ii) unauthorized modifications or uses of the Subscription Service; or (iii) Client's acts or omissions not in accordance with the terms of this Agreement.

4.6.1 The indemnification obligations set forth in this Section 4.6 are Bizipro's sole and exclusive obligations with respect to any infringement claims.

The indemnification obligations contained in these Terms are conditioned upon: (a) prompt notice by the indemnitee to the indemnitor of any claim, action or demand for which indemnity is claimed; (b) sole control of the defense and settlement by the indemnitor; and (c) reasonable cooperation by the indemnitee in the defense as the indemnitor may request. The indemnitee has the right to participate in the defense against the indemnified claims with counsel of its choice and at its own expense but may not confess judgment, admit liability or take any other actions prejudicial to the defense.

Each indemnitor's liability to pay or reimburse any indemnified claim is limited to the extent of the indemnitor's proportional contribution. Neither party has any liability to the extent that any losses in conjunction with indemnified claims are attributable to acts or omissions of the other party or its indemnities.

These Terms commences on the Effective Date of the first Order Form and shall remain effective as long as any Order Form referring to these Terms remains in effect. Except as specifically set forth to the contrary in these Terms, all payment obligations under any and all Order Forms or Statements of Work are non-cancelable and all payments made are non-refundable.

In addition to any other remedies it may have, if either party breaches any of the material terms or conditions of these Terms and fails to cure such breach within thirty (30) days after written notice from the non-breaching party, the non-breaching party may terminate these Terms or a specific Order Form or Statement of Work upon written notice. Upon termination of these Terms or a Order Form or Statement of Work due to Client's material breach, Client will pay for the Subscription Service and Professional Services that have been rendered through the termination date plus all other charges that would have been due under the remaining term of each affected Order Form or Statement of Work. Upon termination of these Terms or an Order Form or Statement of Work due solely to a breach by Bizipro, Bizipro shall refund a pro rata portion of any fees paid for services not yet rendered as of the date of termination.

In performing under these Terms, each party is acting as independent contractor, and in no way are the parties to be construed as partners, joint ventures, or agents of one another in any respect.

If Bizipro subcontracts any portion of the Professional Services to a third party, Bizipro (i) shall require such subcontractor to comply with the material terms and conditions of these Terms and (ii) remains responsible for any acts or omissions of its subcontractors as if such acts or omissions were performed by Bizipro.

Client may not export or re-export any software included within the Subscription Service, either directly or indirectly, without receiving Bizipro's written consent and any required license from the applicable governmental agency.

Neither party will be in default for failing to perform any obligation hereunder, if such failure is caused solely by supervening conditions beyond the parties' respective control, including without limitation acts of God, civil commotion, Third Party Sites, strikes, terrorism, failure of third party networks or the public Internet, power outages, industry-wide labor disputes or governmental demands or restrictions.

Either party may assign these Terms in connection with (i) a merger where the contracting entity does not survive such merger, or (ii) the sale of all or substantially all of the contracting entity's assets related hereto. Except as expressly stated in this section, neither party may assign its rights or obligations under the Terms without obtaining the other party's prior written consent. Any assignment in contravention of this subsection is void.

Each applicable Order Form or Statement of Work will set forth any reasonable and necessary travel expenses that will need to be incurred in performance of the Professional Services under these Terms.

Except as otherwise provided herein, all notices, statements and other documents, and all approvals or consents that any party is required or desires to give to any other party will be given in writing and will be served in person, by express mail, by certified mail, by overnight delivery, by facsimile, or by electronic mail at the respective addresses set forth below, or at such other addresses as may be designated by such party.

Bizipro Customer Care Email: [email protected]. If to Client: To the contact information stated in the Order Form or Statement of Work.

Each party shall in good faith perform its obligations hereunder in a manner that complies with all applicable laws, regulations, ordinances and codes, including identifying and procuring required permits, certificates, approvals and inspections.

These Terms and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed by the laws of the State of California, without giving effect of principles of conflicts of law. The Uniform Computer Information Transactions Act, the United Nations Convention on the International Sale of Goods, and choice of law rules of any jurisdiction, will not apply to the Terms. Any disputes, actions, claims or causes of action arising out of or in connection with the Terms shall be subject to the exclusive jurisdiction of the state or federal courts in Santa Clara County California.

If Client's Order Form or Statement of Work is with Bizipro Australia Pty Ltd or Bizipro NZ Pty Ltd, the Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed exclusively by, and construed in accordance with, the laws of New South Wales, Australia.

If Client's Order Form or Statement of Work is with Bizipro UK Limited, this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

These Terms represent the parties' entire understanding relating to the Subscription Services and Professional Services, and supersedes any prior or contemporaneous, conflicting or additional, communications. Any conflict between these Terms, any addendum or attachment and any Order Form or Statement of Work shall be resolved in favor of the Order Form or Statement of Work followed by the addendum or attachment over the Terms. These Terms or an Order Form may be executed by electronic signature. Except as otherwise provided in an Order Form or Statement of Work or other agreement of the parties, these Terms may only be amended by a duly executed agreement between the Bizipro and Client.

The failure of either party to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.

All sections of these Terms that by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

Client understands and accepts that in order to use SMS-based Services, it will be required to register a mobile phone number on its behalf. In order to obtain a registered number, Bizipro will require a copy of Client's business registration and a utility bill or equivalent that is in the name of the business.

Client acknowledges that if a payment issue cannot be resolved through good faith efforts, Bizipro may submit a client's overdue account to an external collections agency.