Version 2026-08-21-v6 · Last updated August 21, 2026

Services Agreement

This Services Agreement (the "Agreement") is entered into between High iQ ("Company," "we," "us," or "our") and the business entity or individual accepting this Agreement ("Client," "you," or "your").

1. EFFECTIVE DATE; PLATFORM ACCESS; SUBSCRIPTION START DATE

1.1 Effective Date

This Agreement becomes effective on the earlier of: (a) the date you electronically accept, sign, or otherwise agree to this Agreement, or (b) the date you first access or use the Platform or Services (the "Effective Date").

1.2 Trial Access and Free Usage

Company may, in its discretion, provide you with limited free access, trial access, promotional credits, test usage, or other no-charge use of the Platform or Services before you enroll in a paid subscription plan (collectively, "Trial Access"). Trial Access is governed by this Agreement.

1.3 Subscription Start Date

Your paid subscription, recurring billing, and any applicable initial term begin on the date you first enroll in a paid plan, complete checkout, or are first charged for the applicable subscription plan (the "Subscription Start Date").

1.4 Effect of Effective Date vs. Subscription Start Date

For clarity, the Effective Date governs the parties' rights and obligations under this Agreement generally, including confidentiality, acceptable use, intellectual property protections, compliance obligations, suspension rights, disclaimers, indemnification, limitations of liability, dispute procedures, and enforcement rights. Recurring subscription charges, monthly billing cycles, and any 6-month or 12-month initial term begin only on the Subscription Start Date.

2. SERVICES

2.1 Services

Subject to this Agreement, Company will provide Client with access to the Platform and to the software, tools, templates, automations, support resources, and related functionality included in the subscription plan or services selected by Client (collectively, the "Services").

2.2 Our Responsibilities

Subject to this Agreement, Company will make the Platform available to Client and provide access to the functionality, tools, templates, automations, and support resources included in Client's selected subscription plan. Company may update, modify, replace, or discontinue particular features or components from time to time, provided that Company continues to provide the core functionality of the selected subscription plan in all material respects.

2.3 Client Responsibilities

Client is responsible for:

• a. providing accurate and complete business, account, payment, and contact information;
• b. providing all materials, approvals, documentation, and system access reasonably needed for Company to provide the Services;
• c. maintaining any required business registrations, brand assets, and messaging compliance approvals, including A2P/10DLC registration or verification where applicable;
• d. using the Services in compliance with this Agreement and applicable law; and
• e. reviewing and monitoring Client's campaigns, automations, messages, calls, contact lists, and workflows.

2.4 No Legal Advice

Company provides software, operational tools, and related services, not legal advice. Client is solely responsible for determining whether Client's use of the Services complies with applicable law and industry rules.

3. TERM, RENEWAL, AND TERMINATION

3.1 Agreement Term

This Agreement begins on the Effective Date and continues until terminated in accordance with this Agreement.

3.2 Monthly Plans

If Client purchases a monthly plan, Client's paid subscription begins on the Subscription Start Date and continues on a month-to-month basis until terminated in accordance with this Section.

3.3 Fixed-Term Plans

If Client purchases a 6-month or 12-month plan, Client is committing to the full initial term selected at signup (the "Initial Term"). Although fees for the Initial Term may be billed in monthly installments, Client remains responsible for all fees due for the full Initial Term. These plans are offered at discounted pricing in exchange for Client's commitment to the full Initial Term.

3.4 Renewal

At the end of the Initial Term, this Agreement will automatically renew on a month-to-month basis unless either party gives at least thirty (30) days' prior written notice of non-renewal.

3.5 Termination During Month-to-Month Renewal

During any month-to-month renewal period, either party may terminate this Agreement by giving the other party at least thirty (30) days' prior written notice.

For Client, submitting a cancellation request through the billing section of the platform constitutes written notice for purposes of this Section.

3.6 Effect of Cancellation

If Client submits a cancellation request during a month-to-month renewal period, termination will become effective thirty (30) days after the date the cancellation request is submitted, and Client remains responsible for all fees incurred through the effective date of termination.

3.7 Suspension or Termination for Cause

Company may suspend or terminate Client's access to the Platform or Services, including during any Trial Access period, immediately upon notice or without prior notice where reasonably necessary for non-payment, suspected fraud, misuse of the Services, unlawful activity, security concerns, carrier or platform compliance issues, or conduct that creates material legal, operational, reputational, or technical risk.

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure the breach within ten (10) days after receiving written notice describing the breach.

3.8 No Relief from Accrued Obligations

Termination or non-renewal does not relieve Client of any payment obligations accrued before the effective date of termination, including any unpaid amounts due for the Initial Term.

4. CLIENT EVALUATION OF SERVICES; TRIAL ACCESS

4.1 Opportunity to Evaluate

Before enrolling in a paid subscription plan, Client may have the opportunity to access, use, test, evaluate, or otherwise review the Platform and Services through Trial Access, onboarding, demonstrations, setup assistance, or limited free usage.

4.2 Upgrade Decision

By enrolling in a paid subscription plan, Client acknowledges that it has had a reasonable opportunity to evaluate the Platform and Services and has decided to purchase based on its own independent assessment of suitability for Client's business purposes.

4.3 No Guarantee of Results

Client acknowledges that Company does not guarantee any particular business result, revenue outcome, campaign performance, lead quality, contact rate, response rate, appointment volume, or conversion level.

4.4 No Refund Based Solely on Dissatisfaction

Client further acknowledges that dissatisfaction with results, campaign performance, lead quality, response rates, conversion rates, or other business outcomes does not by itself entitle Client to a refund, chargeback, or cancellation outside the terms of this Agreement.

5. CONFIDENTIALITY

5.1 Confidential Information

Each party may receive non-public, confidential, or proprietary information of the other party, including business information, pricing, technical information, product information, client data, workflows, analytics, advertising materials, and related materials ("Confidential Information").

5.2 Obligations

The receiving party will:

• a. use Confidential Information only as necessary to perform under or exercise rights under this Agreement;
• b. protect the Confidential Information using reasonable care, and no less than the care it uses to protect its own similar information; and
• c. not disclose Confidential Information to any third party except to employees, contractors, advisors, or service providers who have a need to know and are bound by confidentiality obligations.

5.3 Exclusions

Confidential Information does not include information that the receiving party can demonstrate:

• a. is or becomes public through no fault of the receiving party;
• b. was lawfully known by the receiving party without restriction before disclosure;
• c. is lawfully received from a third party without breach of any obligation; or
• d. is independently developed without use of the disclosing party's Confidential Information.

5.4 Compelled Disclosure

The receiving party may disclose Confidential Information if required by law, subpoena, or court order, provided it gives prompt notice where legally permitted and reasonably cooperates with efforts to limit disclosure.

5.5 Return or Deletion

Upon termination or written request, each party will cease use of and return or delete the other party's Confidential Information, except as required for legal, accounting, backup, or archival purposes.

5.6 Survival

This Section survives termination of the Agreement.

6. FEES, BILLING, AND PAYMENT

6.1 Fees

Client agrees to pay all subscription fees, usage-based fees, onboarding fees, activation fees, pass-through fees, third-party fees authorized by Client, and any other fees associated with the Services selected by Client (collectively, the "Fees").

6.2 Payment Authorization

By accepting this Agreement, Client authorizes Company to charge the payment method on file for all Fees due under this Agreement, including recurring subscription fees, usage-based fees, and other authorized charges.

6.3 Billing Cycle

Subscription fees are billed in advance on a recurring basis according to the selected plan, beginning on the Subscription Start Date. Usage-based fees may be charged as incurred, deducted from wallet balance, or charged to the payment method on file.

6.4 Fee Changes

Company may change Fees as follows:

• a. Initial Term Pricing. If Client is on a 6-month or 12-month Initial Term plan, Company will not increase the base subscription price for that plan during the then-current Initial Term unless Client expressly agrees otherwise in writing.
• b. Renewal Pricing. Company may change subscription pricing effective upon renewal by providing reasonable prior notice before the renewal takes effect.
• c. Usage-Based or Third-Party Fees. Company may change usage-based fees, pass-through charges, or third-party-related fees upon reasonable prior notice, or sooner if required by a third-party provider, carrier, or vendor.
• d. Continued Use. If Client does not agree to a pricing change applicable at renewal, Client may cancel before the new pricing takes effect. Continued use after the effective date of a valid pricing change constitutes acceptance of the updated pricing.

6.5 Taxes

Client is responsible for any sales, use, excise, telecommunications, VAT, GST, or similar taxes, duties, or governmental assessments associated with the Services, excluding taxes based on Company's net income.

6.6 Refunds

Except as expressly stated in this Agreement or required by applicable law, all Fees are non-refundable. Company may, in its sole discretion, issue credits or refunds on a case-by-case basis, but no such action creates any ongoing obligation.

6.7 Late Payment; Suspension

If any amount is past due, Company may suspend access to the Services immediately upon notice or, where appropriate, without prior notice in cases of material payment delinquency, fraud risk, or chargeback activity.

6.8 Acceleration

If Client fails to pay amounts due under this Agreement and such failure continues for thirty (30) days after notice of non-payment, Company may declare immediately due and payable all unpaid Fees accrued to date and, if Client is in an Initial Term, all remaining unpaid subscription fees for the remainder of that Initial Term.

6.9 Collection Costs and Reactivation

Client agrees to reimburse Company for reasonable collection costs, including reasonable attorneys' fees and chargeback-related fees, incurred in collecting overdue amounts. Company may charge a reasonable reactivation fee, not to exceed $50 per month of delinquency, before restoring suspended Services.

6.10 Wallet Funding and Auto-Recharge

• a. Prepaid Usage Wallet. Usage-based Fees are drawn from a prepaid balance associated with Client's account (the "Wallet"). New accounts are issued a $5.00 promotional starting balance.

• b. Automatic Recharge Enrollment. When Client enrolls in a paid subscription plan, automatic recharge is enabled on Client's account by default at the then-current platform defaults, which are currently a $50.00 recharge amount triggered whenever the Wallet balance falls below $10.00.

• c. Initial Charge Acknowledgment. Client acknowledges and agrees that because the $5.00 promotional starting balance is already below the $10.00 default low-balance threshold, an initial $50.00 charge to Client's payment method on file will occur at or shortly after enrollment in a paid subscription plan, and that additional $50.00 charges will occur each time the Wallet balance subsequently falls below the applicable threshold. By accepting this Agreement and placing a payment method on file, Client expressly authorizes these recurring Wallet charges.

• d. Client Control. Client may change the recharge amount, change the low-balance threshold, or disable automatic recharge at any time in the billing section of the Platform. If automatic recharge is disabled, usage-dependent features, including AI voice calls, SMS, email sending, and other metered features, will stop functioning when the Wallet balance is exhausted.

• e. Nature of Wallet Funds. Wallet funds are prepaid usage credits. They are applied only to usage-based Fees under this Agreement, are not a deposit, are not redeemable for cash, and are non-refundable except as expressly stated in this Agreement or as Company may elect in its sole discretion under Section 6.6.

6.11 Optional and Usage-Based Charges

Client's subscription plan includes the Platform features described for that plan. The items below are metered, optional, or add-on charges that are billed on actual usage and deducted from the Wallet or charged to the payment method on file in accordance with Section 6. There is no monthly usage minimum. The rates stated below are current as of the date of this Agreement and are usage-based fees subject to change under Section 6.4(c).

Voice

• AI voice calls, inbound and outbound: $0.17 per minute on monthly plans; $0.15 per minute on 6-month plans. Billed on actual connected duration.
• Premium conversational voice model surcharge: additional $0.025 per minute, charged only when Client configures an agent to use the premium conversational model.
• Power dialer, human-dialed: from $0.028 per minute, with a $0.01 minimum per call.
• Power dialer live transcription: additional $0.035 per minute. Optional; charged only when Client enables it.
• Power dialer AI coaching: additional $0.0005 per minute. Optional; charged only when Client enables it.
• Post-call analysis, Standard: included at no additional charge.
• Post-call analysis, Advanced model: $0.025 per analyzed call. Optional; if the Wallet balance cannot cover the charge, the Services automatically fall back to Standard analysis at no charge.

Messaging

• SMS: $0.05 per message segment sent on monthly plans; $0.04 per message segment sent on 6-month plans.
• Email, all types including drip, campaign, and direct sends: $0.0025 per email sent.
• AI email conversation handling, including inbound parsing, intent classification, reply drafting, and booking attempts: included at no separate charge. If the AI sends a reply, that reply is billed once at the flat per-email rate.

Data, Reports, and Enrichment

• CMA or equity report generation: $2.00 per report, automatically refunded to the Wallet if generation fails.
• Equity report contact unlock: $2.00 per contact unlocked.
• DNC and litigator scrubbing: $0.004 per phone record, as further described in Section 10A.
• Dormant lead revival analysis: billed at underlying AI processing cost plus a 60% markup, with a $0.01 minimum per run.

Domains, Sites, and Numbers

• Domain registration and renewal: wholesale registrar cost plus 50%, quoted to Client before purchase. This charge is often waived for the first year when a domain is bundled with a website build.
• Website hosting: included at no usage charge.
• Phone number rental: included at no usage charge.

Enterprise or custom per-minute, per-message, or per-unit rates may be agreed in writing on a per-account basis and, where set, control over the rates listed above.

6.12 Third-Party Services Sold Separately

• a. IDX Broker and MLS Access. Certain listing-related functionality, including IDX property search, saved searches, listing alerts, listing-behavior tracking, and IDX-driven lead capture, requires Client to maintain its own active IDX Broker account. An IDX Broker account is purchased by Client directly from IDX Broker and is not included in, bundled with, or resold under any High iQ subscription plan. Where applicable, Client is also responsible for maintaining its own MLS or association membership and for obtaining IDX display approval from each participating MLS or board.

• b. Client-Paid Fees. All fees for IDX Broker, MLS membership, MLS data access, and related third-party services are paid by Client directly to those providers and are separate from and in addition to the Fees payable to Company under this Agreement.

• c. Compliance and Availability. Client is solely responsible for compliance with all applicable MLS display rules, attribution requirements, data-use restrictions, and IDX policies. Company does not control and is not responsible for listing accuracy, MLS approval or denial decisions, feed interruptions, rate limits, downtime, or discontinuation of service by IDX Broker, any MLS, or any other third-party data provider.

• d. Other Third-Party Accounts. The same principles apply to any other third-party account Client connects to the Platform, including CRM systems, calendar providers, advertising platforms, and payment processors. Client is responsible for obtaining and paying for those accounts, for the accuracy of data they supply, and for compliance with their terms. Company is not responsible for third-party outages, API changes, deprecations, or termination of Client's access by those providers.

7. BILLING DISPUTES AND CHARGEBACKS

7.1 Internal Billing Dispute Process

If Client believes a charge was billed in error or was unauthorized, Client must notify Company in writing within fourteen (14) days after the charge appears on Client's billing statement or account history. The notice must describe the disputed charge and the basis for the dispute in reasonable detail.

7.2 Good-Faith Resolution

The parties will work in good faith to investigate and resolve any billing dispute promptly. During that process, Client must continue to pay all undisputed amounts when due.

7.3 Chargebacks

Client agrees not to initiate a chargeback or payment reversal for a charge that is validly due under this Agreement without first complying with the billing dispute process in this Section, except where applicable law or payment network rules prohibit such a restriction.

7.4 Improper Chargebacks

If Client initiates a chargeback or payment reversal in breach of this Agreement, Company may suspend the Services and recover the disputed amount, chargeback fees, and reasonable costs of collection, including reasonable attorneys' fees to the extent permitted by law.

7.5 Trial Access and Upgrade Acknowledgment

Client acknowledges that Company may provide Trial Access or other limited no-charge use before Client enrolls in a paid subscription. Client's decision to upgrade to a paid subscription is voluntary and is made after Client has had an opportunity to review, test, or evaluate the Platform and Services.

7.6 No Performance-Based Billing Defense

Dissatisfaction with business results, campaign performance, lead quality, response rates, or similar outcomes does not by itself establish that a billed charge was unauthorized, improper, or invalid.

8. RELATIONSHIP OF THE PARTIES

The parties are independent contracting parties. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, fiduciary, or agency relationship between the parties. Either party may enter into similar arrangements with others.

9. LICENSE; INTELLECTUAL PROPERTY

9.1 Limited License

Subject to this Agreement, Company grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to access and use the Services solely for Client's internal business purposes.

9.2 Company Ownership

As between the parties, Company retains all right, title, and interest in and to the Services, platform, software, templates, workflows, automations, scripts, documentation, analytics, designs, advertising assets created by Company, and all related intellectual property, including all modifications, enhancements, and derivative works, except for Client Materials.

9.3 Client Materials

Client retains ownership of its pre-existing trademarks, logos, brand assets, content, and other materials provided by Client to Company ("Client Materials"). Client grants Company a non-exclusive license to use Client Materials solely to provide the Services and, unless Client instructs otherwise in writing, for reasonable portfolio, case study, and internal demonstration purposes.

9.4 Restrictions

Client will not, and will not permit any third party to:

• a. copy, reproduce, republish, sell, lease, sublicense, distribute, or commercially exploit the Services except as expressly permitted;
• b. reverse engineer, decompile, disassemble, modify, or create derivative works of the Services except to the extent such restriction is prohibited by law;
• c. access or use the Services to build a competing product or service;
• d. remove proprietary notices; or
• e. use the Services after suspension or termination.

9.5 Termination of Access

Upon expiration or termination of this Agreement, Client's access to the Services may be suspended or terminated, subject to any limited post-termination access Company may choose to provide in writing.

9.6 Feedback

If Client provides feedback, suggestions, or ideas regarding the Services, Company may use them without restriction or obligation.

10. COMPLIANCE RESPONSIBILITIES

Client is solely responsible for:

• a. the legality of its communications, campaigns, scripts, contact lists, and marketing content;
• b. compliance with all applicable laws, rules, regulations, and industry requirements relating to calls, SMS, email, advertising, privacy, and consumer communications, including the TCPA, CAN-SPAM Act, applicable FCC rules, and Do Not Call requirements; and
• c. compliance with third-party platform, carrier, ad network, and integration partner requirements, including Meta, Google, and telecommunications provider rules.

Company does not guarantee that Client's use of the Services will comply with any particular law or regulation, and Client is responsible for obtaining legal advice as needed. Any compliance-assistance tools made available through the Services, including the DNC and litigator scrub lookups described in Section 10A, are informational only and do not replace Client's own compliance program or legal counsel.

10A. DNC AND LITIGATOR SCRUB SERVICES

10A.1 Description

Company may make available, as an optional feature, the ability to submit phone numbers to third-party data providers for screening against federal and state Do Not Call ("DNC") registries and against databases of known TCPA litigators, serial complainants, and similar risk indicators (collectively, "Scrub Services").

10A.2 Optional, Usage-Based Fees

Use of the Scrub Services is at Client's sole discretion. Scrub Services are billed on a per-lookup basis (currently $0.004 per lookup) and are deducted from Client's wallet balance or charged to the payment method on file in accordance with Section 6. Per-lookup rates are pass-through / third-party fees and may change upon reasonable prior notice in accordance with Section 6.4(c).

10A.3 Third-Party Data; No Warranty of Accuracy

Scrub results are sourced from third-party databases that may be incomplete, delayed, out of date, or contain errors. Company does not warrant the accuracy, completeness, timeliness, or fitness for any particular purpose of any scrub result, and does not control the underlying data sources.

10A.4 Not a Compliance Safe Harbor

SCRUB RESULTS ARE PROVIDED AS AN INFORMATIONAL TOOL ONLY. A "clear," "not found," or similar result does NOT (a) constitute legal advice; (b) establish prior express written consent, an established business relationship, or any other lawful basis to contact a consumer under the TCPA, state mini-TCPA statutes, or any other law; (c) guarantee that the number is not on any federal, state, internal, wireless, reassigned-number, or other do-not-call list; (d) guarantee that the contact is not a TCPA litigator, serial complainant, or otherwise high-risk; or (e) immunize Client from complaints, regulatory inquiries, fines, penalties, arbitration demands, class actions, or other lawsuits.

10A.5 Client Responsibility

Client remains solely responsible for: obtaining and documenting proper consent for every contact; honoring opt-out and revocation requests; maintaining its own internal do-not-call list; complying with calling-time, caller-identification, identification-of-purpose, and disclosure requirements; and consulting qualified legal counsel regarding its outreach program. Scrub Services do not transfer any of these responsibilities to Company.

10A.6 No Refunds for Scrub Fees

Per-lookup Scrub Service fees are non-refundable once incurred, including where a "clear" result later proves inaccurate, where a scrubbed contact later files a complaint or claim, or where Client elects not to act on a result.

10A.7 Indemnification

Without limiting Section 13, Client's indemnification obligations expressly extend to any claim, action, complaint, regulatory proceeding, fine, penalty, or lawsuit arising out of or related to Client's use of, reliance on, or decision not to use the Scrub Services.

11. WARRANTIES DISCLAIMER

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Company does not warrant that the Services will be uninterrupted, error-free, or achieve any particular business result, sales outcome, campaign performance level, lead volume, appointment rate, or conversion target.

12. LIMITATION OF LIABILITY

12.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY CLIENT TO COMPANY DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Exceptions

Nothing in this Agreement limits Client's obligation to pay Fees due under this Agreement or limits either party's liability for fraud, willful misconduct, or amounts that cannot be limited under applicable law.

13. INDEMNIFICATION

Client will defend, indemnify, and hold harmless Company and its affiliates, officers, directors, owners, employees, contractors, agents, successors, and assigns from and against any third-party claims, actions, proceedings, damages, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• a. Client's use of the Services;
• b. Client's communications, campaigns, content, advertising, contact lists, or business practices;
• c. Client's breach of this Agreement;
• d. Client's violation of applicable law, regulation, or third-party rules; or
• e. any Client Materials provided by Client.

This Section survives termination of the Agreement.

14. NO WAIVER OF LEGAL REMEDIES

Except as expressly stated in this Agreement, nothing in this Agreement prevents either party from pursuing any legal or equitable remedy available to protect its rights, including injunctive relief where appropriate.

15. AMENDMENTS

Company may update this Agreement from time to time by providing notice through the platform, by email, or by other reasonable means.

Any material changes will become effective on the date stated in the notice. If Client does not agree to a material change, Client must stop using the Services and, if applicable, cancel the subscription before the change takes effect.

No update will retroactively modify Fees already committed for a then-current Initial Term unless Client expressly agrees otherwise in writing.

16. ASSIGNMENT

Client may not assign, delegate, or transfer this Agreement or any rights or obligations under it without Company's prior written consent. Any attempted assignment in violation of this Section is void.

Company may assign this Agreement without Client's consent in connection with a merger, acquisition, corporate reorganization, sale of assets, or transfer to an affiliate or successor.

17. DISPUTE RESOLUTION; GOVERNING LAW

17.1 Good-Faith Negotiation

Before initiating formal proceedings, the parties will attempt in good faith to resolve any dispute through direct negotiation.

17.2 Governing Law

This Agreement is governed by the laws of the State of Colorado, without regard to conflict-of-laws principles.

17.3 Arbitration

If a dispute is not resolved through negotiation, either party may submit the dispute to binding arbitration in Colorado Springs, Colorado. The arbitration will be conducted by a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

17.4 Injunctive Relief

Nothing in this Section prevents either party from seeking temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction for misuse of intellectual property, breach of confidentiality, non-payment, misuse of the Services, or other circumstances where equitable relief is appropriate.

17.5 Attorneys' Fees

Each party will bear its own attorneys' fees and costs, except that the prevailing party in an action to collect unpaid amounts, enforce payment obligations, or recover amounts arising from an improper chargeback may recover its reasonable attorneys' fees and costs to the extent permitted by law.

18. ENTIRE AGREEMENT

This Agreement constitutes the complete and exclusive agreement between the parties regarding the Services and supersedes all prior or contemporaneous proposals, understandings, statements, and agreements relating to its subject matter.

19. SEVERABILITY

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be enforced to the maximum extent permitted by law so as to best reflect the parties' original intent.

20. NOTICES

Except where this Agreement expressly permits in-platform notice, all legal notices under this Agreement must be sent by email or certified mail to the addresses designated by the receiving party.

Notices to Company must be sent to:

High iQ

PO Box 607

Colorado Springs, CO 80901

legal@highiq.io

Notwithstanding the foregoing, for purposes of Section 3, a cancellation request submitted by Client through the billing section of the Platform constitutes valid written notice by Client.

21. ELECTRONIC ACCEPTANCE

By clicking the "I Agree & Sign" button, typing Your name, electronically signing, or otherwise electronically accepting this Agreement, Client:

• a. acknowledges that it has read and understands this Agreement;
• b. agrees to be bound by this Agreement;
• c. agrees that its typed name, electronic signature, click-through acceptance, and related electronic records are intended to have the same legal effect as a handwritten signature; and
• d. consents to electronic records relating to this Agreement.