This "Terms of Service Agreement" ("Agreement") is made between You ("You," "Your," or "Client") located at the address listed in This Agreement, and High i.Q. ("We," "Us," or "The Company") located at PO Box 607, Colorado Springs, CO 80901, and may also be referred to individually as a ‘Party’ or collectively as the ‘Parties.’ This Agreement becomes effective on the date ("Date") of purchase, or on the date of first use of the Licensed System, whichever comes first.
We will provide Our (“Platform”) defined as the system in which you log in, and We host Our automation and Ai tools, templates, and other services made available though the (“Plan”) defined as the features you sign up for, such as, but not limited to, the “Platform+” or “Team+” products, additional user licenses, or other features available for purchase on our website or within the billing section inside our application, collectively referred to as the “product”, “platform”, “service” or “services”. The Parties acknowledge that by providing our Platform and performing these Services constitute good and valuable consideration for this Agreement. “Good and valuable consideration” means that You get something out of this deal, and We get something out of this deal; therefore, this Agreement is a legally binding, fully enforceable contract.
We will provide the Platform, Products or Services that you sign up for, as described in the Plan that you purchase, unless otherwise agreed upon in writing.
1. Attendance and Completion of Materials: You agree to attend all scheduled onboarding meetings and complete all required educational and onboarding materials or forms before initiating any disputes. Missing meetings or failure to complete onboarding materials and forms may delay the Services and reduce the effectiveness of results.
2. Providing Access and Information: Supply all necessary information and documents (e.g., Facebook Account, Google Ad Account, Business Registration or Identification documents), that are required to complete Our end of the agreement, and complete A2P/10DLC business phone verification.
3. Payment Obligations: Pay all associated fees as listed on our website or otherwise agreed upon in writing and Terms, including any usage fees as outlined in this Agreement.
4. 3rd Party Integrations: You agree that certain optional features may require a 3rd Party integration in order to use our system such as but not limited to automation or calendar tools like Zapier or cal.com, and You agree that using these types of integrations may incur additional costs and You must pay all associated fees in order to have continued functionality of these features. Furthermore, you agree that We are not responsible for integrating or maintaining your 3rd Party services, nor do we guarantee “Up-Time” defined as the time that the Platform or other integrations function as expected.
The term of this Agreement begins on the date ("Date") of purchase, or on the date of first use of the Licensed System, whichever comes first. Client agrees to fulfill the terms of this contract unless terminated earlier for reasons specified in this Agreement. In the event of the Agreement being month to month either Party may terminate this Agreement by providing the other Party with 30 days’ written notice, or in the event of a material breach of responsibilities or obligations under this Agreement. If the Client wishes to cancel, the Client must submit a completed cancellation form, available within the CRM or by request at support@highiq.io. Upon submitting the cancellation notice, the Client will be billed for one additional billing cycle to fulfill the 30-day notice requirement, regardless of the billing cycle’s start date. In the event the Agreement is a 6 month, annual or “12 month” plan, at the end of the initial term, this Agreement will automatically renew on a month-to-month basis unless a 30-day cancellation notice is provided by the Client.
Your proprietary information, including your leads, will be kept confidential by Us. We agree to use this information only for purposes related to this Agreement and will return or destroy it within 60 days of request or termination of this Agreement.Similarly, You agree not to disclose our proprietary information, such as proposals, client lists, analytics data, advertising assets, template system prompts or automations, or any other data specified as confidential, and to destroy or return any such information upon request or termination of this Agreement. Breach of confidentiality may result in legal remedies, including monetary damages and immediate injunctive relief.
Monthly Platform and User fees will be billed on a recurring basis every 30 days, starting on the date You first pay for Our services, and You agree to allow Us to automatically charge the credit/debit card or bank account that You put on file. Usage fees, such as those described in the examples below, are paid out of a “Wallet” inside of the Platform. You must first fund your Wallet, and as usage fees are incurred, the balance of the incurred fees will automatically be deducted from the wallet at intervals of our choosing. When the wallet drops below a defined balance, you agree to allow us to automatically “Top Up” the wallet with the minimum balance defined in the billing section of the Platform. These fees will be billed to the payment method provided at the time of signing or as updated during the term of this Agreement. The Company, in its sole discretion and at any time, may modify the Platform/Subscription/Usage/User fees, or any other Service Fees that You have selected or we’ve agreed to in writing. Any fee change will take effect at the end of the then-current Subscription period. The Company will provide You with reasonable prior notice of any change in fees to give You an opportunity to terminate Your Subscription before such change becomes effective. Your continued use of the Service after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.
For additional service options or requests, You authorize Us and any third parties required to fulfill the Services to charge the billing information on file for any additional service fees. Notification will be provided prior to billing. Payment details for specific usage fees, such as SMS/Text or AI Triggers, are included in the Agreement, and fees will be deducted from Your CRM wallet balance or charged to the payment method on file.
The following are examples of common usage fees associated with certain features and services. These fees may vary based on volume, vendor costs, and other factors, and will be automatically deducted from Your wallet balance or billed directly to Your payment method on file.
By signing this agreement, You authorize Us or any Vendor you’ve chosen to integrate into your system to charge the provided payment method for all fees due. This authorization remains in effect until the Agreement’s termination and until all fees are paid in full.
While Refunds may be considered on a case-by-case basis at Our sole discretion, except as required by law, all fees, including Platform, Subscription, Setup, Activation and Usage Fees, are non-refundable.
In the event of non-payment, We reserve the right to suspend all services immediately. Should the account remain delinquent for more than 30 days, We will invoke this Acceleration Clause, requiring You to pay the entire outstanding balance under this Agreement immediately, including any credits, discounts, or deferred payments previously granted. Failure to remit full payment will result in additional collection actions at Your expense, including legal fees, interest charges, and other costs incurred to enforce this Agreement, as outlined in Section 5, Chargeback Waiver and Credit Card Dispute Process. If You fail to make payment as required under this Agreement, We reserve the right to charge You a late fee of $50 per month.
Before a credit card chargeback or disputing fees or service charges, You agree to complete all required onboarding and educational materials provided by Us. Failing to complete these materials renders any dispute premature and without basis, as You have not fully engaged with the Services.
If You remain dissatisfied after completing all materials, You must notify Us in writing within 14 days. We will attempt to resolve the issue in good faith, or You may cancel following the Termination clause in Section 2 of this agreement. Upon cancellation, the remaining contract balance, if any, will be due immediately. If no resolution is reached, the Dispute Resolution procedures in Section 12 will apply.
You acknowledge that non-use of the system or services, or dissatisfaction with the performance or results, does not constitute valid grounds for initiating a chargeback, withholding payment, or requesting a refund. All payments and fees are non-refundable and due as outlined in this Agreement, regardless of usage or performance outcomes. If You initiate a chargeback without following this process, it constitutes a material breach of this Agreement. We reserve the right to take immediate legal action to recover disputed amounts, fees, and additional costs. You are responsible for all subscription and usage fees, and You agree to reimburse Us for any unwarranted chargeback fees as well as legal fees and expenses incurred in collecting disputed amounts.
The Parties agree this is a non-exclusive and independent contractor relationship. Neither Party is an agent, representative, partner, or employee of the other, and each may enter into similar agreements with other parties.
The Parties agree this is a non-exclusive and independent contractor relationship. Neither Party is an agent, representative, partner, or employee of the other, and each may enter into similar agreements with other parties.
You are granted a non-exclusive, non-transferable, revocable license to access and use Our Platform and Services, automation tools, and related software strictly for Your own internal business use. No ownership interest is transferred to You.
Upon termination or cancellation of Your subscription, Your access to the Licensed System will be immediately revoked at the end of your final billing cycle. This includes the removal of advertising campaigns and ad assets built by Us. You agree not to attempt access, replicate, or use any Licensed System components post-termination.
Our Platform, including but not limited to the automation templates, workflows, processes, AI prompts and scripts, proposals, billing models, advertising assets and client lists are proprietary and confidential. You agree not to replicate, reverse-engineer, or create derivatives of the Licensed System for commercial use. Violations may result in legal action.
Confidentiality and non-replication obligations will survive termination of this Agreement.
Your pre-existing logos, service marks, and other branded assets remain Your property. You grant Us a license to use Your Marks only for the purpose of fulfilling this Agreement and in compliance with Your brand guidelines. We may use Your Marks in case studies or portfolios unless otherwise requested.
To the maximum extent permitted by law, in no event shall High i.Q., its suppliers, affiliates, directors, owners, employees, contractors, or managing members be liable for any special, incidental, indirect, punitive, or consequential damages whatsoever. This includes, but is not limited to, damages for lost profits, lost data, business interruption, loss of goodwill, or other commercial damages arising out of or related to Your use or inability to use the Platform or Services, any third-party software, third-party hardware, or third-party services, regardless of whether You have advised Us of the possibility of such damages.
By using Our Platform and Services, You acknowledge that You are solely responsible for ensuring compliance with all applicable consumer communication laws, including but not limited to the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, FCC guidelines, and any “Do Not Call” regulations. This also includes compliance with third-party platform rules and guidelines (such as those of Facebook, Google, and other advertising networks) related to the marketing campaigns, ads, or communications You conduct through Our platform. You expressly agree that We will not, under any circumstances, be held responsible or liable for Your failure to comply with these laws or third-party rules, and You assume full responsibility for any fines, penalties, or legal actions resulting from Your misuse of Our system or failure to comply with such laws and policies.
You agree to defend, indemnify, and hold harmless High i.Q., its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or related to Your use of Our services or platform, Your violation of applicable laws, or any breach of this Agreement, including but not limited to any claims resulting from Your violation of consumer protection laws or communication regulations such as the TCPA or CAN-SPAM Act.
You agree to hold Us harmless from any violations of consumer communication laws, data privacy laws, or other relevant legal frameworks. Should any legal dispute, claim, or action arise due to Your use of Our services, You agree to indemnify and defend Us against all claims and associated costs, including fines, penalties, attorneys' fees, and court costs.
We make no guarantees, warranties, or representations regarding the results, sales, or performance of the Platform or any marketing campaign or service provided by Us under this Agreement. You acknowledge and agree that results may vary, and We are not liable for any failure to achieve specific business outcomes, sales targets, or other performance goals.
We provide Our Services “AS IS” and make no warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. By signing this Agreement, You acknowledge and confirm that You have reviewed, tested, or otherwise interacted with the Platform and Services, and agree that it meets Your business requirements as of the date of delivery. To the extent that such exclusions are not permitted by law, any implied warranties will be limited to the maximum extent permitted by law.
You agree that You are solely responsible for ensuring that any advertising content, marketing materials, or campaigns run through Our Platform comply with applicable advertising laws, regulations, and platform policies (e.g., Facebook, Google). Any violation of advertising standards, intellectual property laws, or other regulations is Your responsibility, and You indemnify Us against any claims arising from non-compliance.
In no event will Our total liability to You for any damages, losses, or causes of action arising from or related to this Agreement, whether in contract, tort, or otherwise, exceed the total fees You have paid to Us under this Agreement for the 3 months immediately preceding the event giving rise to the claim, to the fullest extent permitted by law. If applicable law does not allow the exclusion of liability for incidental or consequential damages, Our liability will be limited to the greatest extent permitted by law.
The indemnification and limitation of liability provisions outlined in this Section will survive the termination or expiration of this Agreement. These protections remain enforceable even after You stop using Our services or if this Agreement is terminated.
Nothing in this Agreement will prevent Us from pursuing any legal or equitable remedies available to protect Our interests, including but not limited to seeking injunctive relief, damages, or reimbursement for attorneys' fees incurred in connection with enforcing this Agreement.
Any modifications must be agreed to in writing by both Parties. This Agreement will govern any modifications unless otherwise stated.
You may not assign Your responsibilities under this Agreement to anyone else without Our written consent.
The Parties will make a good faith effort to resolve any disputes through direct negotiation.
Small Claims Disputes: Any dispute, controversy, or claim arising out of or relating to this Agreement, where the amount in controversy is $7,500 or less, shall be resolved exclusively in small claims court in Colorado Springs, Colorado. The parties waive their right to bring such disputes in any other forum or jurisdiction.
Arbitration for Larger Disputes: Any dispute, controversy, or claim exceeding $7,500 shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Colorado Springs, Colorado, and the Federal Arbitration Act (FAA) shall govern the enforceability of this arbitration agreement. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.
No Class Actions: The parties agree that all disputes shall be resolved on an individual arbitration basis, and no claims may be brought or resolved as part of a class, consolidated, or representative action.
In any legal dispute, each Party shall bear its own legal costs, including attorney’s fees, except that the Client agrees to reimburse the Company for all reasonable legal fees and expenses incurred in:
If any section, provision, or part of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect. The Parties agree to replace any unenforceable provision with a valid and enforceable one that most closely achieves the intent and economic effect of the original provision, to the fullest extent permitted by law.
All notices must be sent by email with return confirmation or by certified mail with return receipt. Notices should be sent to:
High i.Q.
PO Box 607,
Colorado Springs, CO 80901
legal@highio.io
This Agreement represents the full understanding of the Parties regarding the Platform and Services and supersedes any prior agreements.
By signing up or using our Platform, you are agreeing to these terms.
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