Platform0 Terms of Service

These Platform0 Terms of Use, including any Order Forms, SOWs, exhibits, schedules, addendums, and attachments provided to you by iBusiness pertaining to use of, or access to, Platform0 and any Add-On-specific terms accepted through the Platform (collectively, "Platform Terms") govern your access to and use of iBusiness's hosted digital platform, software, APIs (defined below), integrations, documentation, and all related technology and content (collectively, "Platform"), and form a binding legal agreement between you ("User," "Customer," or "you") and iBusiness Funding, LLC, a Delaware limited liability company ("iBusiness," "we," "our," or "us"). The Platform Terms are supplemental to, and shall be read and construed together with iBusiness's Terms of Use, Privacy Policy, and all other policies and notices made available by iBusiness (collectively, "iBusiness Terms"). In the event of a conflict between the Platform Terms and the iBusiness Terms, the Platform Terms will control solely with respect to the Platform. Platform Terms and iBusiness Terms will jointly be referred to herein as the "Terms".

The Platform Terms are effective as of the date you first access and apply to your use of the Platform. Your use of the Platform signifies your agreement to be bound by the Platform Terms. If you do not agree, you must not access or use the Platform. If you are accepting the Terms on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case the term "you" or "your" shall refer to such entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Platform.

To the extent any provision of the Platform Terms conflicts or is inconsistent with the iBusiness Terms, the Platform Terms shall control and prevail with respect to all matters arising from or relating to the Platform or iBusiness’s contractual relationship with you. In all other respects, the iBusiness's Terms shall continue to apply and remain in full force and effect.

1. AGE AND ELIGIBILITY

You represent and warrant that you are at least eighteen (18) years of age. The Platform may be accessed only through an electronic device under your control and through a valid, active Platform account in good standing. To create and maintain an account, you must provide accurate, complete, and current registration information and promptly update such information as necessary to keep it accurate. You are solely responsible for maintaining the confidentiality and security of your login credentials, which must be unique to you and may not be shared with any other person. You are responsible for all activities conducted through your account. iBusiness reserves the right to suspend or terminate any account that is inactive, contains inaccurate or incomplete information, is not maintained in good standing, or otherwise violates these Terms.

2. AUTHORIZED USERS

You may permit your employees, consultants, contractors, agents, or other authorized personnel (collectively, “Authorized Users”) to access and use the Platform solely on your behalf and in accordance with these Platform Terms. You shall ensure that each Authorized User has reviewed and agreed to comply with these Platform Terms prior to accessing or using the Platform. You acknowledge and agree that all access to and use of the Platform by Authorized Users is subject to these Platform Terms, and you remain fully responsible and liable for any acts, omissions, and compliance failures of your Authorized Users as if such acts or omissions were your own. Any breach of these Platform Terms by an Authorized User will be deemed a breach by you. For all purposes under these Platform Terms, "User," "Customer," and "you" include, as applicable, your Authorized Users and any end users to whom you grant access to the Platform.

3. NATURE OF THE PLATFORM

The Platform serves as an online environment through which users may access various features, tools, applications, modules, and services made available by iBusiness or third parties. Certain features, applications, APIs, or modules offered through the Platform may be subject to separate or supplemental terms and conditions.

4. LICENSE GRANT

4.1.

Subject to your compliance with the Terms, including payment of any required fees, iBusiness hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 20.9), non-sublicensable, revocable license to access and use the Platform so long as you maintain an active Platform account, solely for use by Customer or Authorized Users in accordance with the Terms.

4.2.

Each Customer license includes access for up to three (3) Authorized Users. If Customer requires access for additional Authorized Users, Customer may obtain such additional access through an order form or other method designated and communicated by iBusiness.

4.3.

4.3. Each active Customer license includes up to one (1) gigabyte (GB) of structured data storage and one hundred (100) GB of file storage, including for documents, uploads, attachments, media files, and other unstructured content stored within the Platform (collectively, the "Included Storage"). If Customer's use exceeds the Included Storage, iBusiness may, in its discretion, require you to upgrade to a higher subscription tier, or restrict additional storage until usage is reduced or additional capacity is purchased. iBusiness may monitor storage usage to enforce this Section 4.3 and may modify storage allocations or overage rates upon prior notice in accordance with these Platform Terms

4.4.

This license conveys no ownership rights to you in the Platform. You may not (i) sublicense, sell, share, or distribute the Platform to third parties other than as permitted by these Platform Terms; (ii) use the Platform in any way that violates law, regulation, third-party rights, or the Terms; (iii) engage in any of the prohibited activities set forth in Section 6 (Use Restrictions); or (iv) permit, assist, or enable any other person to do any of the foregoing.

5. CUSTOMER RESPONSIBILITIES

5.1.

You are solely responsible for any software, code, data, information, text, content, images, files, or other materials that you upload, post, transmit, submit, provide, or otherwise make available through the Platform ("Your Content"), and for all activities conducted under your account, whether your access or activities are permitted or in violation of the Terms.

5.2.

You represent and warrant that: (i) you own or have obtained and will maintain all rights, licenses, permissions, and consents necessary to upload and use Your Content on the Platform; (ii) Your Content does not and will not infringe, misappropriate, or otherwise violate any intellectual property, proprietary, privacy, publicity, contractual, or other rights of any third party; and (iii) Your Content complies with applicable law and these Terms. You agree to indemnify, defend, and hold harmless iBusiness, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or related to Your Content, your account activity, or your breach of these Terms.

5.3.

iBusiness reserves the right, in its sole discretion and without prior notice, to monitor, remove, disable, restrict, suspend, or refuse any of Your Content at any time for any lawful reason, including where iBusiness reasonably believes such action is necessary to comply with applicable law, enforce these Platform Terms, protect third parties, or safeguard the integrity, security, or reputation of the Platform.

6. USE RESTRICTIONS

6.1.

Customer shall not use the Platform for any unlawful, harmful, or otherwise objectionable purpose. Prohibited uses include, without limitation:

6.1.1.

using any names, logos, trademarks, or other brand identifiers in connection with the Platform for publicity, marketing, or promotional purposes without iBusiness's prior express written consent;

6.1.2.

using the Platform for any purpose beyond the scope of access expressly granted under the Platform Terms;

6.1.3.

copying, modifying, or creating derivative works of the Platform, in whole or in part;

6.1.4.

reverse engineering, disassembling, decompiling, decoding, adapting, or otherwise attempting to derive or gain access to the source code, object code, structure, architecture, or underlying components of the Platform, in whole or in part;

6.1.5.

removing, altering, or obscuring any proprietary notices, legends, or markings contained in or on the Platform or related documentation;

6.1.6.

capturing, reproducing, transmitting, or otherwise disclosing screenshots, screen recordings, or other visual or functional representations of the Platform or its content to any third party, platform, or external service, except as expressly authorized in writing by iBusiness;

6.1.7.

creating, developing, building, or assisting in the creation, development, or building of any product or service that competes with the Platform, including advising, consulting, directing, or participating with any third party in connection with such competitive offering;

6.1.8.

publishing, disclosing, or otherwise making available the results of any benchmarking, performance testing, or evaluation of the Platform, or using such results for marketing or promotional purposes, without iBusiness's prior express written consent;

6.1.9.

introducing or deploying any malicious code, commands, instructions, software, or internal components (including viruses, malware, Trojan horses, or any hybrid or composite variants thereof) into or against any component of the Platform or related systems;

6.1.10.

imposing an unreasonable or undue burden on the Platform, iBusiness's infrastructure, or any connected networks or systems;

6.1.11.

violating any applicable laws, rules, or regulations, or engaging in fraud, deceptive practices, or other unlawful or illicit activity;

6.1.12.

impersonating any other individual, engaging in phishing or social engineering, or misrepresenting authorization to act on behalf of another person or entity, including iBusiness;

6.1.13.

infringing, misappropriating, harassing, or otherwise violating the intellectual property, proprietary, privacy, publicity, or other rights of any third party;

6.1.14.

engaging in hate speech, harassment, or sharing (or threatening to share) non-consensual intimate imagery, including through synthetic media or deepfakes;

6.1.15.

threatening, promoting, or enabling acts of violence, terrorism, or other serious harm;

6.1.16.

creating, promoting, or distributing content or engaging in activity that facilitates or depicts child sexual exploitation or abuse;

6.1.17.

using automation, scraping, proxying, virtual private networks (VPNs), bots, scripts, excessive or repetitive requests, or other automated or technical means to access or interact with the Platform for unauthorized or unintended purposes, including creating multiple accounts, executing automated searches, extracting or harvesting data, content, or code, routing traffic, circumventing security or usage controls, or otherwise interfering with the normal operation of the Platform;

6.1.18.

participating in name-squatting activities within iBusiness-related namespaces or attempting to resell, barter, trade, warehouse, or inactively hold namespace identifiers for future use;

6.1.19.

creating multiple accounts or circumventing any rules, usage guidelines, technical controls, limits, or rate restrictions applicable to the Platform;

6.1.20.

compromising or attempting to compromise the security, integrity, or availability of the Platform or any related systems, including attempts to gain unauthorized access; and/or

6.1.21.

using the Platform for any other unlawful, abusive, harmful, or otherwise objectionable purpose, as determined by iBusiness in its sole discretion.

6.2.

You are prohibited from using any data or information, including Confidential Information, provided by iBusiness for the purpose of training, testing, or validating any user or third-party AI system that is designed to operate with varying levels of autonomy and/or a system that may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs such as, but not limited to, predictions, content, recommendations, or decisions that can influence physical, virtual or user environments (collectively, "Prohibited AI Use"). For the avoidance of doubt, Prohibited AI Use shall also include use of any such data or information in an aggregated or anonymized manner for your or any third-party's internal business purposes to improve and enhance its or others' services, to compile statistical and performance information, or for other development, diagnostic and corrective purposes in connection with the Platform.

7. INTEGRATIONS

7.1.

You are solely responsible for any application, software, product, or service that you develop, operate, or make available that integrates or otherwise interacts with the Platform (each, an "Integration"). Any individual or entity that accesses or uses the Platform through your Integration must comply with these Platform Terms.

7.2.

You represent and warrant that: (i) you possess all necessary rights, licenses, and permissions to develop, distribute, and make your Integration available, including compliance with any applicable third-party agreements; (ii) your Integration does not and will not violate, infringe, or misappropriate any intellectual property or other proprietary rights of any third party; (iii) your Integration complies with all applicable local, state, federal, and international laws and regulations, including those relating to data protection, privacy, consumer protection, and export controls; (iv) you will implement and maintain commercially reasonable administrative, technical, and physical safeguards to protect data processed, transmitted, or stored by your Integration ("Integration Data") against unauthorized access, disclosure, alteration, or destruction; and (v) your Integration does not and will not introduce, transmit, or facilitate the introduction of any viruses, malware, backdoors, time bombs, Trojan horses, or other malicious code into the Platform.

7.3.

You further agree to: (i) provide all users of your Integration ("End Users") with a separate and legally sufficient terms of use and privacy policy that accurately and comprehensively describe how your Integration collects, uses, discloses, retains, and otherwise processes personal information, in compliance with applicable law; (ii) timely respond to and fulfill all data subject or consumer rights requests relating to Integration Data, as required by applicable law; and (iii) clearly and conspicuously disclose to End Users, prior to use, that your Integration connects to, exchanges data with, or otherwise interacts with the Platform.

7.4.

iBusiness shall have no responsibility or liability whatsoever under your terms of use, privacy policy, or otherwise in connection with your Integration or Integration Data.

8. iBUSINESS API

8.1.

To the extent applicable, your access to and use of any application programming interfaces, developer tools, credentials, and related documentation made available by iBusiness in connection with the Platform (collectively, the "API") are governed by these Platform Terms and are subject to all applicable acceptable use requirements, technical limitations, and usage restrictions set forth herein. If iBusiness provides you with security keys, secrets, tokens, passwords, certificates, or other credentials to access the API (collectively, "API Access Credentials"), such API Access Credentials are non-transferable, non-sublicensable, and non-assignable. You are solely responsible for maintaining the strict confidentiality and security of all API Access Credentials and for all activities conducted using such credentials.

8.2.

The API constitutes a component of the Platform and forms part of iBusiness IP. All rights, title, and interest in and to the API, including all improvements, enhancements, and derivative works thereof, remain exclusively with iBusiness and its licensors.

8.3.

You are solely responsible and liable for all use of the API resulting from access provided under your account, whether such access is direct or indirect, and whether such use is authorized or unauthorized. You will use commercially reasonable measures to safeguard the API and prevent unauthorized access, misuse, or infringement. You will promptly notify iBusiness of any known or suspected unauthorized access to, or infringement or misuse of, the API or API Access Credentials and will reasonably cooperate with iBusiness in investigating and enforcing its rights. iBusiness may revoke API Credentials at any time in its sole discretion.

8.4.

iBusiness may, from time to time, provide updates, modifications, enhancements, removals, or deprecations to the API or related features (collectively, "Updates"). All such Updates will be subject to these Platform Terms. You acknowledge that iBusiness may require you to use the most current version of the API. Updates may change, limit, or discontinue certain API functions and may affect how your applications, integrations, or systems ("Application") communicate with the Platform. You are solely responsible, at your own cost and expense, for making any changes necessary to your Applications to maintain compatibility with the Platform following any Update. iBusiness does not guarantee backward compatibility of the API or continued availability of any specific endpoint, function, or feature.

8.5.

You shall not, and shall not permit any third party to:

8.5.1.

copy, modify, distribute, transfer, sublicense, resell, lease, publish, or otherwise make the API or its functionality available to any third party except for your own internal business purposes and as expressly authorized under these Platform Terms;

8.5.2.

interfere with, bypass, disable, disrupt, or otherwise compromise any features, functionality, technical safeguards, access controls, or security measures of the API or the Platform, including by: (i) circumventing rate limits, quotas, or technical restrictions; (ii) introducing or attempting to introduce security vulnerabilities; or (iii) probing, scanning, or testing the vulnerability of iBusiness systems or networks without prior written authorization;

8.5.3.

access, use, collect, store, process, disclose, transfer, sell, alter, or delete any data transmitted to or received from the API ("API Data") in violation of applicable law or these Platform Terms;

8.5.4.

use the API in a manner that constitutes excessive, abusive, or commercially unreasonable usage, including attempting to circumvent usage thresholds, monitoring safeguards, or service protections implemented by iBusiness;

8.5.5.

use the API to replicate, replace, or attempt to recreate the core functionality, workflows, or user experience of the Platform;

8.5.6.

combine or integrate the API with any Applications, software, technology, services, or materials not authorized by iBusiness;

8.5.7.

attempt to cloak or conceal your identity or the identity of the Applications when requesting authorization to use the API;

8.5.8.

design or permit the Applications to disable, override, or otherwise interfere with any iBusiness-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;

8.5.9.

use automated means, including scraping, crawling, harvesting, or robotic data extraction methods, to extract data from the API except as expressly permitted through documented API functionality;

8.5.10.

conduct performance testing, benchmarking, stress testing, or competitive analysis of the API or Platform without iBusiness' prior written consent;

8.5.11.

use, process, or analyze API Data for the purpose of developing, training, fine-tuning, or improving any artificial intelligence, machine learning, or similar models, systems, or datasets; or

8.5.12.

request, solicit, collect, or store Platform user credentials, authentication tokens, or other access credentials outside of the API's expressly supported authentication mechanisms.

8.6.

iBusiness may monitor API usage for compliance with this Section 8, including rate limits, technical restrictions, and permitted use.

8.7.

You acknowledge and agree that the API constitutes proprietary technology and may contain trade secrets and other confidential information of iBusiness and its licensors. You further agree to comply with all applicable trade, export control, and economic sanctions laws and regulations. You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to U.S. government embargo, and that you are not listed on any U.S. government restricted party list. You shall not use, export, re-export, transfer, or permit access to the API or API Data in violation of applicable export control or sanctions laws, or without obtaining all required governmental authorizations.

9. OWNERSHIP AND INTELLECTUAL PROPERTY

9.1.

As between you and iBusiness, all right, title, and interest in and to the Platform, including all software, APIs, algorithms, models, methodologies, tools, data structures, user interfaces, documentation, content, configurations, enhancements, derivative works, and all related technology, materials, proprietary information, and intellectual property provided to or accessible by you in connection with the Platform (collectively, "iBusiness IP"), are and shall remain the exclusive property of iBusiness and its licensors. For the avoidance of doubt, iBusiness IP includes Aggregated Statistics. With respect to any Add-Ons provided by third parties, the applicable third party retains all right, title, and interest, including all intellectual property rights, in and to its respective products and services.

9.2.

Subject to your compliance with these Platform Terms, you retain ownership of Your Content to the extent permitted by applicable law and any third-party rights. You hereby grant to iBusiness a perpetual, worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, process, transmit, modify, analyze, and create derivative works of Your Content solely to the extent necessary to operate, secure, improve, and support the Platform and related services, and to enforce these Platform Terms. You agree that iBusiness may access your Platform account to the extent necessary to provide technical support, respond to service-related inquiries, troubleshoot issues, or otherwise provide assistance at your request.

9.3.

Notwithstanding anything to the contrary in these Platform Terms, iBusiness may monitor your use of the Platform and collect, compile, and create aggregated, de-identified, or anonymized data and statistics derived from your access to and use of the Platform but does not include Your Content (collectively, "Aggregated Statistics"). As between you and iBusiness, all right, title, and interest in and to such Aggregated Statistics, including all intellectual property rights therein, shall vest solely in and be retained by iBusiness. iBusiness may use, retain, disclose, publish, and otherwise utilize Aggregated Statistics for any lawful business purpose, including analytics, benchmarking, product improvement, commercialization, and industry reporting, and may make Aggregated Statistics publicly available, provided that such Aggregated Statistics do not identify, and cannot reasonably be used to identify, you, any individual, or any of your Confidential Information.

9.4.

Except for the limited rights expressly granted under these Platform Terms, no rights, licenses, or ownership interests in or to the Platform or iBusiness IP are transferred or assigned to you. All rights not expressly granted are reserved by iBusiness. Nothing in these Platform Terms grants you any right to use iBusiness's trademarks, service marks, trade names, logos, or other brand features without prior written consent.

10. UPTIME AND SUSPENSION

10.1.

Subject to these Platform Terms, iBusiness will use commercially reasonable efforts to make the Platform available twenty-four (24) hours per day, seven (7) days per week and monthly uptime for the Platform not less than ninety percent (90%), excluding Scheduled Downtime. "Scheduled Downtime" means periods designated by iBusiness for planned maintenance, updates, or system adjustments necessary to support, maintain, or improve the Platform. Except in exigent circumstances, Scheduled Downtime will not occur between 9:00 a.m. and 8:00 p.m. Eastern Time, Monday through Friday, without your prior authorization. iBusiness will use commercially reasonable efforts to provide at least twenty-four (24) hours' advance notice prior to any Scheduled Downtime.

10.2.

iBusiness uses commercially reasonable efforts to maintain availability but does not guarantee uninterrupted or error-free operation. Maintenance, updates, security fixes, or third-party outages may interrupt access. If reasonably necessary, iBusiness may temporarily modify, suspend, or discontinue any portion of the Platform at any time without liability, including if (i) there is a threat or attack on the Platform or any iBusiness IP; (ii) your use of the Platform disrupts, degrades, or poses a security risk to the Platform or to any other customer, user, or vendor of iBusiness; (iii) you or any Authorized User is using the Platform for fraudulent, unlawful, or unauthorized activities; (iv) subject to applicable law, you have ceased operating in the ordinary course of business, made an assignment for the benefit of creditors, or become subject to any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (v) iBusiness's provision of the Platform is prohibited by applicable law ("Platform Suspension"). iBusiness will use commercially reasonable efforts to provide advance written notice of any Platform Suspension, unless iBusiness reasonably determines that immediate suspension is necessary to prevent imminent harm, security risk, legal exposure, or material service degradation.

10.3.

iBusiness will use commercially reasonable efforts to restore access to the Platform promptly after the event giving rise to the Platform Suspension has been resolved. iBusiness shall have no liability for any damages, losses (including loss of data, revenue, or profits), or other consequences arising from or related to a Platform Suspension implemented in accordance with these Platform Terms.

11. FEES AND PAYMENT

11.1.

Fees for access to the Platform ("Subscription Fees") are charged prior to your access to the Platform or, if applicable, immediately following the expiration of any free trial period. In either case, you authorize iBusiness to charge and automatically re-charge on a recurring basis the applicable fees to your designated payment method. All fees are due in advance, non-refundable, and exclusive of taxes.

11.2.

Subscription Fees automatically renew at the end of each applicable billing cycle unless cancelled prior to renewal in accordance with these Terms. iBusiness may modify Subscription Fees, billing cycles, or pricing structures upon prior notice, and your continued use of the Platform following the effective date of any pricing change constitutes your acceptance of the updated fees. Cancellation will take effect at the end of the then-current billing period, and no partial refunds or credits will be provided unless required by applicable law.

11.3.

You are responsible for all sales, use, excise, and other similar taxes, duties, or governmental charges imposed by any federal, state, local, or regulatory authority on amounts payable under these Terms, other than taxes imposed on iBusiness's income.

11.4.

If any amount is not paid when due, iBusiness may charge interest on the past due amount at the rate of one and one-half percent (1.5%) per month, calculated daily and compounded monthly, or the highest rate permitted under applicable law, whichever is lower. In addition, iBusiness may suspend or terminate your access to the Platform for non-payment, and you will remain responsible for all amounts accrued prior to suspension or termination.

11.5.

Certain premium modules, applications, enhanced functionality, storage, usage-based features, integrations, third-party products or services, or other optional services made available through the Platform (collectively, "Add-Ons") may be discovered, downloaded, licensed, purchased, or activated directly through the Platform or an online marketplace operated by iBusiness, or may be provided pursuant to a separately executed order form or statement of work (each, an "Order Form" or "SOW"). Add-On features, pricing, usage limits, billing frequency, renewal terms, minimum commitments, and any Add-On-specific terms will be presented at the time of activation, download, purchase, or execution of an applicable Order Form or SOW. Such terms will become binding upon your electronic acceptance, activation, download, installation, or use of the applicable Add-On, or upon execution of the applicable Order Form or SOW. Your electronic acceptance or use of an Add-On constitutes your legally binding agreement to pay all applicable fees.

11.6.

Add-On fees may be one-time, recurring, subscription-based, usage-based, prepaid, tiered, minimum-commitment, or otherwise structured as described at activation or in the applicable Order Form or SOW. You authorize iBusiness to automatically charge your designated payment method for all applicable Add-On fees, including renewals, overages, automatic tier upgrades, and applicable taxes, without further notice or consent, unless otherwise specified in an applicable Order Form or SOW. Unless otherwise stated at activation or in an applicable Order Form or SOW, Add-Ons automatically renew for successive renewal periods equal to the initial term until cancelled through the Platform. Cancellation will take effect at the end of the then-current billing period and will not entitle you to any refund. If your usage exceeds the purchased tier, allocation, or permitted limits, iBusiness may automatically charge applicable overage fees at the rates then in effect or automatically upgrade you to the next applicable pricing tier, and you authorize such automatic charges. Any downgrade, if permitted, will apply prospectively only and will not result in credits or refunds. If an Add-On includes a minimum commitment term or minimum usage requirement, you remain responsible for all fees associated with the full commitment period regardless of early cancellation, suspension, reduced usage, or termination for convenience.

11.7.

All Add-On fees are non-refundable except as expressly required by applicable law or as otherwise expressly stated at the time of purchase. You agree not to initiate any chargeback or payment reversal without first providing written notice to iBusiness and a reasonable opportunity to resolve the issue. Improper chargebacks or payment reversals may result in immediate suspension or termination of the Add-On or your access to the Platform, and you remain responsible for all accrued fees. Certain Add-Ons may be developed, owned, or provided by third parties. iBusiness is not responsible for third-party Add-Ons except to the extent expressly stated, and your use of such Add-Ons may be subject to additional third-party terms presented at activation or download.

11.8.

All Add-Ons, whether activated digitally or pursuant to an Order Form or SOW, are incorporated into and governed by these Platform Terms. In the event of a conflict between these Platform Terms and an applicable Order Form, SOW, or Add-On-specific terms presented at activation, the Order Form, SOW, or Add-On-specific terms will control solely with respect to the applicable Add-On to the extent expressly stated therein.

12. BETA FEATURES AND TRIAL PLANS

12.1.

From time to time, iBusiness may make available experimental, early-access, or pre-release products, tools, or functionality, including features provided for preview, evaluation, demonstration, beta, or similar purposes (collectively, "Beta Features") through the Platform. Access to Beta Features is optional and may be provided at no charge or subject to fees, as determined by iBusiness in its sole discretion. If a Beta Feature becomes generally available, iBusiness may require you to migrate to a standard paid plan under new or updated pricing terms in order to continue access.

12.2.

iBusiness may, in its sole discretion, offer a free trial of the Platform ("Trial Plan"). iBusiness may modify, limit, suspend, or discontinue any Trial Plan, or any features available under a Trial Plan, at any time and without liability. iBusiness may also suspend, disable, remove, or delete any accounts, configurations, agents, data, or other content created or used under a Trial Plan.

12.3.

Notwithstanding anything to the contrary in these Platform Terms, Beta Features and Trial Plans are provided "AS IS" and "AS AVAILABLE" and are not subject to any service level commitments, warranties, indemnities, or support obligations. iBusiness may modify, suspend, discontinue, or terminate any Beta Feature or Trial Plan, or your access thereto, at any time, with or without notice. With respect to Beta Features, iBusiness does not provide refunds, credits, or pro rata adjustments except as required by applicable law. Any fees related to Beta Features are exclusive of applicable taxes, and you are responsible for all such taxes other than taxes based on iBusiness's net income. Your continued use of a Beta Feature following any updates to pricing, payment terms, or these Platform Terms constitutes your acceptance of such updates.

13. CONFIDENTIAL INFORMATION

13.1.

In connection with your access to and use of the Platform, you or iBusiness may disclose or make available to the other certain non-public information relating to business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, including these Platform Terms, whether disclosed orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," that would reasonably be understood to be confidential under the circumstances (collectively, "Confidential Information"). A failure by you or iBusiness to mark or designate information as confidential does not waive its confidential nature or the obligation of the receiving party to protect it. Confidential Information does not include information that, at the time of disclosure: (i) is in the public domain; (ii) was known to the receiving party without restriction; (iii) is rightfully obtained on a non-confidential basis from a third party; or (iv) is independently developed by the receiving party without use of or reference to the Confidential Information.

13.2.

You will not disclose iBusiness's Confidential Information to any person or entity except to your employees who have a need to know such Confidential Information in order to exercise your rights or perform your obligations under these Platform Terms. iBusiness will not disclose your Confidential Information except to its employees who have a need to know such Confidential Information for purposes of performing its obligations or exercising its rights under these Platform Terms. Notwithstanding the foregoing, you or iBusiness may disclose Confidential Information to the limited extent required to comply with a court order, governmental request, or applicable law, provided that the disclosing party gives prior written notice to the other (to the extent legally permitted) and makes reasonable efforts to obtain confidential treatment or a protective order. Confidential Information may also be disclosed as reasonably necessary to establish or enforce rights under these Platform Terms, including in connection with required court filings.

13.3.

Upon expiration or termination of your access to the Platform, the receiving party shall, within a reasonable period, either (i) return, at the disclosing party's request and sole expense, all copies of the disclosing party's Confidential Information, whether in written, electronic, or other form, or (ii) destroy such copies and certify in writing that the Confidential Information has been destroyed. The confidentiality obligations in this Section are effective as of the date Confidential Information is first disclosed and will continue indefinitely and survive expiration or termination of these Platform Terms for so long as the Confidential Information remains non-public, without limitation as to time.

13.4.

If you or iBusiness experience any unauthorized disclosure of, access to, or exposure of the other's Confidential Information (each, a "Security Incident"), the receiving party will, as soon as possible after examining the nature of the incident and determining that a Security Incident has occurred (in accordance with FDIC FIL-74-2021), notify the other in writing, use commercially reasonable efforts to remediate the Security Incident as promptly as reasonably practicable, and reasonably cooperate with the other in providing any notices to customers required by applicable law.

14. FEEDBACK

If you or any of your employees, contractors, or agents provide iBusiness with any suggestions, recommendations, comments, ideas, improvements, or other feedback relating to the Platform or iBusiness IP ("Feedback"), you agree that iBusiness may use such Feedback without restriction and without obligation to you. You hereby irrevocably assign to iBusiness all right, title, and interest in and to such Feedback, including any intellectual property rights therein, and agree that iBusiness may use, modify, disclose, reproduce, license, or otherwise exploit the Feedback for any purpose without attribution or compensation. iBusiness is not obligated to use any Feedback.

15. PUBLICITY AND USE OF MARKS

15.1.

You represent that you have the legal right and authority to do so and hereby authorize iBusiness to use your name, logo, and/or trademarks (collectively, "Marks") in connection with the Platform. iBusiness may use and display your Marks on its website, marketing materials, and promotional content for purposes of identifying you as a client of iBusiness and user of the Platform without further approval. iBusiness acknowledges your ownership of the Marks and agrees that it will do nothing inconsistent with such ownership. All goodwill arising from iBusiness's use of your Marks will inure solely to your benefit, and you retain all rights in and to your Marks. You may revoke this authorization at any time by providing written notice to iBusiness (including by email). Upon receipt of such notice, iBusiness will have twenty (20) business days to remove or discontinue use of your Marks.

15.2.

You and iBusiness may each issue a public statement or press release regarding the existence of your relationship under these Platform Terms, subject to the other's prior written approval, which will not be unreasonably withheld, conditioned, or delayed. References to or links to any approved public statement may be included on either party's website and in sales or marketing materials.

16. LIMITED WARRANTY

16.1.

iBusiness warrants that the Platform will conform in all material respects to the service levels described in Section 10.1 when accessed and used in accordance with any applicable instructions made available by iBusiness. Except as expressly provided in this Section 16.1, iBusiness does not make any representations or guarantees regarding uptime, availability, or uninterrupted access to the Platform unless specifically identified in an Order Form and/or SOW. THE FOREGOING WARRANTY DOES NOT APPLY, AND iBUSINESS STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

16.2.

EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH IN SECTION 16.1, (i) THE PLATFORM AND ALL iBUSINESS IP ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND iBUSINESS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, AND (ii) iBUSINESS DOES NOT WARRANT THAT THE PLATFORM OR iBUSINESS IP WILL MEET YOUR REQUIREMENTS OR THOSE OF ANY OTHER PERSON, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.

17. INDEMNIFICATION

17.1.

iBusiness will indemnify and defend you from a final, non-appealable judgment awarded by a court of competent jurisdiction, or amounts payable under a settlement approved in writing by iBusiness, arising solely from a third-party claim brought against you alleging that the unmodified Platform, as made available by iBusiness and used strictly in accordance with these Platform Terms and applicable documentation, directly infringes a valid U.S. patent, copyright, or trade secret of such third party ("Third-Party Claim"). This obligation applies only to the extent the alleged infringement is caused exclusively by the Platform itself and not by (a) any modification not made by iBusiness, (b) combination with any product, service, data, or technology not provided by iBusiness, (c) use in violation of the Agreement or documentation, (d) use after iBusiness has provided a non-infringing replacement or modification, or (e) your continued use after notice of the alleged infringement.

17.2.

A Third-Party Claim is valid only if you (i) promptly notify iBusiness in writing of the Third-Party Claim (provided that failure to provide prompt notice will relieve iBusiness of its obligations only to the extent it is materially prejudiced thereby), (ii) reasonably cooperate with iBusiness in the defense of the Third-Party Claim, and (iii) grant iBusiness sole control of the defense and settlement of the Third-Party Claim; provided that iBusiness will not settle any claim in a manner that admits fault on your behalf or imposes any monetary or injunctive obligation on you without your prior written consent (not to be unreasonably withheld). If the Platform becomes, or in iBusiness's reasonable opinion is likely to become, the subject of an infringement claim, you agree that iBusiness may, at its option and expense: (a) modify or replace the Platform (or the affected component) to make it non-infringing; (b) obtain the right for you to continue using the Platform; or (c) if neither option is reasonably available, terminate your access to the affected portion of the Platform (or these Platform Terms in their entirety) upon written notice without further liability. This Section 17 does not apply to, and iBusiness will have no obligation for, any Third-Party Claim to the extent any alleged infringement arises from: (i) Your Content, (ii) your use of the Platform in combination with data, software, hardware, equipment, or technology not provided or expressly authorized in writing by iBusiness; (iii) modifications to the Platform not made by iBusiness; (iv) Add-Ons provided by third parties; or (v) continued use of the Platform after iBusiness has provided a non-infringing alternative or notice to cease use.

17.3.

You will indemnify, defend, and hold harmless iBusiness and its affiliates, officers, directors, employees, and agents from and against any losses to the extent arising out of or relating to any third-party claim alleging that Your Content infringes or misappropriates a third party's intellectual property rights, or any third-party claim to the extent resulting from your or any Authorized User's (a) negligence or willful misconduct; (b) use of the Platform in violation of these Platform Terms; (c) use of the Platform in combination with any data, software, hardware, equipment, or technology not provided or expressly authorized in writing by iBusiness; or (d) modifications to the Platform not made by iBusiness. iBusiness will provide you with prompt written notice of any such third-party claim (provided that any failure to provide prompt notice will relieve you of your obligations only to the extent materially prejudiced thereby) and will reasonably cooperate with you at your expense. You will have control of the defense and settlement of the third-party claim; provided, however, that you may not settle any such claim without iBusiness's prior written consent unless the settlement unconditionally releases iBusiness from all liability and does not impose any monetary, injunctive, or other obligation on iBusiness. iBusiness may, at its option and upon written notice to you, assume the exclusive defense and control of any such third-party claim, and in such event you will remain fully responsible for all losses subject to indemnification under this Section. iBusiness will have the right to participate in the defense with counsel of its own choosing at its own expense.

17.4.

THIS SECTION 17 STATES YOUR SOLE AND EXCLUSIVE REMEDIES AND iBUSINESS'S SOLE LIABILITY WITH RESPECT TO ANY ACTUAL, THREATENED, OR ALLEGED CLAIM THAT THE PLATFORM INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT WILL iBUSINESS'S TOTAL, AGGREGATE LIABILITY UNDER SECTION 17.1 EXCEED THE TOTAL AMOUNTS PAID, AND AMOUNTS ACCRUED BUT NOT YET PAID, BY YOU TO iBUSINESS UNDER THESE PLATFORM TERMS DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION APPLIES ONLY TO iBUSINESS'S OBLIGATIONS UNDER SECTION 17.1 AND DOES NOT LIMIT YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 17.3.

18. LIMITATIONS OF LIABILITY

18.1.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL iBUSINESS BE LIABLE TO YOU OR ANY THIRD PARTY UNDER OR IN CONNECTION WITH THESE PLATFORM TERMS OR YOUR USE OF THE PLATFORM, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE OR INABILITY TO USE THE PLATFORM, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR ANY BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER iBUSINESS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR WHETHER SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. iBUSINESS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE PLATFORM TERMS OR THE PLATFORM UNDER ANY LEGAL OR EQUITABLE THEORY WILL NOT EXCEED THE TOTAL AMOUNTS PAID, AND AMOUNTS ACCRUED BUT NOT YET PAID, BY YOU TO iBUSINESS DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION APPLIES REGARDLESS OF THE NUMBER OF CLAIMS, LEGAL THEORIES ASSERTED, OR PARTIES INVOLVED.

18.2.

You acknowledge that the limitations and exclusions in this Section are a material basis of the bargain between you and iBusiness and that iBusiness would not provide access to the Platform without such limitations. Because some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages, some of the above limitations may not apply to you. In such cases, the limitations and exclusions set forth herein will apply to the maximum extent permitted by applicable law.

19. TERM AND TERMINATION

19.1.

These Platform Terms apply immediately upon your first access to and use of the Platform and will remain in effect until the later of: (i) the date you discontinue all access to and use of the Platform; or (ii) the termination or expiration date specified in the last active Order Form or SOW under which services are being provided (the "Term"). Any Order Form or SOW you enter into is subject to these Platform Terms and will remain in effect for the period specified therein, unless earlier terminated in accordance with these Platform Terms or the applicable Order Form or SOW. In the event of any inconsistency regarding the duration of these Platform Terms, this Section controls.

19.2.

In addition to any other express termination right set forth in these Platform Terms:

19.2.1.

iBusiness may suspend or terminate your access to the Platform and any active Order Form or SOW upon written notice to you if: (i) you fail to pay any amount when due and such failure continues for more than sixty (60) days after iBusiness provides written notice of nonpayment; or (ii) you breach your obligations under Sections 5, 6, 8, and 13.

19.2.2.

You or iBusiness may terminate these Platform Terms and any active Order Form or SOW upon written notice if the other materially breaches these Platform Terms and such breach: (i) is incapable of cure; or (ii) if capable of cure, remains uncured for sixty (60) days after receipt of written notice describing the breach.

19.3.

Upon expiration or termination of these Platform Terms for any reason, you must immediately cease all access to and use of the Platform and iBusiness IP and, without limiting your obligations under Section 13, delete, destroy, or return all copies of the iBusiness IP in your possession or control and certify such deletion or destruction in writing upon request. Expiration or termination does not relieve you of any obligation to pay fees accrued or payable prior to the effective date of termination and does not entitle you to any refund, except as expressly provided in these Platform Terms.

19.4.

The following provisions survive expiration or termination of these Platform Terms: Sections 4, 5, 6, 11, 13, 14, 16.2, 17, 18, and 20, and any other provision that by its nature is intended to survive termination. All other rights and obligations cease upon termination.

20. MISCELLANEOUS

20.1.

These Platform Terms, together with any documents incorporated by reference and any applicable Order Forms or SOWs, constitute the entire agreement between you and iBusiness regarding the Platform and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to the subject matter herein. In the event of any inconsistency, the following order of precedence applies: (i) these Platform Terms (excluding any Order Form or SOW); (ii) the applicable Order Form and any accompanying SOW; and (iii) any documents incorporated by reference.

20.2.

All notices required or permitted under these Platform Terms must be in writing. You may provide notice to iBusiness via the contact information made available on the Platform or in the applicable Order Form. iBusiness may provide notice to you via the email address associated with your account, through in-Platform notifications, or by posting notice on the Platform. Notices are effective upon receipt or, in the case of electronic communications, upon transmission.

20.3.

During the Term and for one (1) year thereafter, you agree not to directly or indirectly solicit for employment, hire, or engage (whether as an employee, contractor, consultant, or otherwise) any employee or independent contractor of iBusiness who was involved in providing the Platform and who was employed or engaged by iBusiness during the preceding one (1) year, without iBusiness's prior written consent. This restriction shall not apply to general employment solicitations not specifically targeted at such individuals.

20.4.

Nothing in these Platform Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between you and iBusiness. Neither you nor iBusiness has authority to bind the other to any obligation or represent that such authority exists.

20.5.

iBusiness will not be liable for any failure or delay in performance under these Platform Terms to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, labor disputes, governmental actions, internet or hosting service failures, or other similar events.

20.6.

iBusiness may modify these Platform Terms and Add-On terms from time to time by posting updated terms on the Platform or its website. Unless otherwise stated, changes will become effective upon posting, and your continued use of the Platform constitutes acceptance of the revised terms. No waiver of any provision will be effective unless in writing and signed by the waiving party. A failure to enforce any right or provision does not constitute a waiver of that right or provision.

20.7.

If any provision of these Platform Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.

20.8.

The Platform Terms are governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Florida. Any legal suit, action, or proceeding arising out of or related to the Platform Terms or the licenses granted hereunder may be instituted exclusively in the courts of the State of Florida, in each case, located in the city of Fort Lauderdale and County of Broward, and you irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

20.9.

You may not assign or transfer your rights or obligations under these Platform Terms without iBusiness's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve you of any of your obligations under these Platform Terms. These Platform Terms are binding upon and inure to the benefit of you and iBusiness and your and its respective permitted successors and assigns.

20.10.

You must comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval) that prohibit or restrict the export or re-export of the Platform or Your Content outside the United States.

20.11.

You acknowledge that a breach of certain obligations under these Platform Terms, including confidentiality and use restrictions, may cause irreparable harm to iBusiness for which monetary damages would be inadequate, and iBusiness is entitled to seek equitable relief, including injunctive relief and specific performance, without the requirement to post bond or prove actual damages, in addition to any other remedies available at law or in equity.

20.12.

These Terms constitute the entire agreement between you and iBusiness with respect to the Platform and supersede all prior or contemporaneous understandings relating thereto. No waiver of any provision shall be effective unless in writing and signed by the party against whom the waiver is asserted, and no failure or delay in exercising any right shall operate as a waiver thereof. If any provision of the Platform Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent. iBusiness may assign or transfer these Platform Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets. You may not assign or transfer these Terms without the prior written consent of iBusiness, and any purported assignment in violation of this Section shall be null and void. These Terms shall bind and inure to the benefit of the parties and their respective permitted successors and assigns. Headings are for convenience only and shall not affect interpretation.

20.13.

Your acceptance of these Platform Terms through electronic means, including click-through or account registration, constitutes a binding agreement. You agree that electronic signatures and records are legally binding and enforceable.

21. CONTACT INFORMATION

Please contact iBusiness's Legal Department if you have any questions or concerns not already addressed in the terms.

Address:

Attn: Legal Department
iBusiness Funding, LLC
110 SE 6th St., Suite 700
Fort Lauderdale, FL 33301
legal@ibusinessfunding.com