Last Updated: JANUARY 2025

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

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

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

DX LABZ reserves the right to make changes to these Terms at any time. All changes are effective immediately when posted. Your continued use of the Platform following the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.

DX LABZ is only providing the Platform for your business use without any promise of exclusivity. DX LABZ’s customers, users, entrepreneurs, affiliate marketers, experts, and partners are not DX LABZ’s employees, contractors, or representatives. DX LABZ is not responsible for any interactions between you and your customers, other than providing access to the Platform. DX LABZ is in no way liable for any disputes, claims, losses, injuries, or damages arising from your relationship with your customers, including their reliance upon any information or content you provide. You agree and acknowledge that you are responsible for implementing your own terms of service to govern the relationship between you and your customers.

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

1. Use of Platform

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

1.2 Platform Account Ownership. Your use of the Platform is conditioned on your provision of complete, current, and accurate information when registering for a Platform Account. The Platform is intended for business use or in connection with an individual’s trade, craft, or profession. As the individual who accepts these Terms, You are the owner of the Platform Account unless You are acting on behalf of a business entity, in which case, the business entity is the owner of the Platform Account. If You accept these Terms on behalf of a business entity, You represent and warrant that you have the authority to bind the business entity to these terms. If multiple parties claim to be the “owner” of a particular Platform account, DX LABZ will deem the owner to be the person who can demonstrate their ownership (in whole or in part) of the underlying business entity for which the Platform Account was created by providing government-issued documentation of such ownership. If DX LABZ is unable to determine the rightful owner of the Platform Account, DX LABZ reserves the right to suspend or terminate the Platform Account until the disputing parties have mutually agreed on ownership or until a court has ordered DX LABZ to grant access to a specific individual.

1.3 Intended Use. You and only you may use the Platform and only as intended for lawful purposes and in accordance with these Terms. You agree that You will not use the Platform in any way that violates any applicable law or regulation or engage in any Prohibited Uses. In addition, you represent and warrant that: (i) You and will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms; (ii) You are fully responsible for the use of the Platform; (iii) You will not misrepresent the Platform or the Services; (iv) You will ensure that you are bound by these Terms, and you will be restrictive as these Terms; (v) You own or control all rights in and to all content you provide to DX LABZ; (vi) You will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication provider;  and (vii) You will not give access to the Platform or Services to a direct Competitor of DX LABZ, (viii) You will not directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how or algorithms; (ix) You will not modify, translate, or create derivative works based on the Platform (except to the extent expressly permitted by us); and (x) You will not remove any proprietary notices or labels

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

1.5 Privacy. By using the Platform and providing Information on or through the Platform, you consent to DX LABZ’s use and disclosure of the Information in accordance with the Privacy Policy available here and incorporated herein by reference. You agree that DX LABZ has no responsibility or liability for the deletion or failure to store any Information or content maintained or transmitted on or through the Platform. You represent and warrant that you have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide your customers’ data to us for use and disclosure in accordance with these Terms and our Privacy Policy.

You may not use, resell, authorize or permit anyone to use, or license or make available data you obtain from People Data Labs, for any purposes prohibited in the People Data Labs Acceptable Data Use Policy posted here https://privacy.peopledatalabs.com/policies?name=acceptable-data-use-policy. You further agree to comply with applicable law when collecting personal data that will be sent to People Data Labs.

1.6 Login Credentials. You are responsible for maintaining the confidentiality of your Login Credentials. You are responsible for all uses of your Platform Account and Login Credentials, whether or not authorized by you. You agree to notify DX LABZ immediately of any unauthorized access to or use of your Platform Account or Login Credentials or any other breach of security. DX LABZ reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in DX LABZ’s opinion, you have violated any provision of these Terms. You are obligated to take preventative measures to prohibit unauthorized users from accessing your Platform Account with your Login Credentials. You give consent to DX LABZ to access and monitor your Platform Account and your customer’s accounts for support and security purposes, and/or to perform its obligations under these Terms or to enforce these Terms.

1.7 Third Party Services. You may choose to access certain Third-Party Services through the Platform. You are responsible for enabling and managing the integration of each Third-Party Service. You acknowledge that by purchasing or integrating Third Party Services through the Platform, you grant permission to DX LABZ to share your data with the Third-Party Services providers in order to facilitate the integration and use of the Third Party Services through the Platform. You also represent and warrant that You have the appropriate consents for importing any data (including data of your customers) that you request DX LABZ to import from other Third-Party Services and/or are the rightful owner of such data. DX LABZ is not responsible for, and DX LABZ hereby disclaims any liability for, any act or omission of any Third-Party Services provider or the operation of any Third-Party Services, including access to, modification of, or deletion of data, regardless of whether DX LABZ endorses, approves, promotes, or supports any such Third-Party Services. You hereby irrevocably waive any claim against DX LABZ with respect to the content or operation of any Third-Party Services. Your use of the Third-Party Services is governed by Your agreement with such Third Party, including any supplemental policies imposed by the Third Party. You are solely responsible for reviewing and complying with any terms of use, privacy policies or other terms governing your use of these Third-Party Services, which you use at your own risk. DX LABZ disclaims all liability related to outages or downtime of Third Party Services.

DX LABZ does not guarantee the interoperation, integration, or support of any Third-Party Services nor give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services. DX LABZ may, at any time, in its sole discretion, modify the Platform or Services, which may impact interoperation, integration, or support of Third-Party Services.

If you elect to pause or delete your Platform Account, certain features, functionality, or Services, including Third Party Services, may not be recoverable or retrievable upon reactivation. If you pause some your Platform Account for more than thirty (30) days, and DX LABZ is still incurring costs on your behalf related to Third Party Services (such as the costs of securing a particular phone number on your behalf), DX LABZ reserves the right to release the phone number or delete your Platform Account in its sole discretion, without liability to you.

1.8 Third Party Content. The Platform may include Third Party Content. Your use of Third Party Content is entirely at your own risk and discretion. All statements and opinions expressed in Third Party Content are solely the opinions and the responsibility of the third party and do not necessarily reflect the opinion of DX LABZ. DX LABZ is not responsible for Third Party Content and makes no endorsements, representations or warranties and assumes no liability, obligation or responsibility for Third Party Content. You are responsible for ensuring that your engagement or transactions with Third Party Content is in compliance with these Terms and any applicable laws.

1.9 Excessive Use Restrictions; Trials. DX LABZ provides access to the Platform on a tiered-pricing basis, and some tiers can process more data with less impact on performance. We have no liability for the effect that your excessive data use may have on performance.  If, in DX LABZ’s sole discretion, we determine that your data use is excessive, abusive, or has a negative effect on the Platform in anyway, we may (1) require that you upgrade your Services in order to continue your activity levels if your data use exceeds the intended use of your existing Platform tier or if DX LABZ’s operational costs to support your Platform usage exceeds the subscription price; (2) suspend or terminate your use of the Platform or Services, and/or (3) reduce the amount of data you are able to use.

Trial periods are not intended to be used consecutively. If we discover that you are doing back-to-back trials to avoid paying a subscription fee, then, without prejudice to any other remedies available under law, DX LABZ reserves the right to suspend or terminate your use of the Platform or Services and further ban you from using the Platform or Services in DX LABZ’s sole discretion.

1.10 Platform Updates. DX LABZ reserves the right to make updates or changes to the Platform at any time, including changes that may affect the previous mode of operation of the Platform. You agree that your use of the Platform or purchase of Services is not contingent on DX LABZ’s future delivery or release of any functionality or feature, including but not limited to the continuation of a certain Service or any Third-party Service.

1.11 International Use. If you are in an embargoed country or are a sanctioned person or entity, you are prohibited from using the Platform. DX LABZ makes no representation that materials on the Platform are appropriate or available for use in locations outside Australia. Those who choose to access the Platform from other locations do so on their own initiative and at their own risk. If you choose to access the Platform from outside Australia, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. You agree to comply with all economic sanctions and export control laws, rules and regulations, including without limitation the regulations promulgated by Australia. By using the Platform, you agree not to use, export, import, sell, release, or transfer the Platform, the Services, or any software or technology that supports the Platform or your content, or the Platform Content violating any such Export Control Laws. Specifically, and without limitation, the Platform, the Services, or any software or technology that supports the Platform, or your content, or Platform Content may not be exported, transferred, or released, or provide access (a) into any embargoed countries.

You represent, warrant and covenant that (i) You are not named on, or owned or controlled by any party named on, any Australian government’s (or other government’s or international body’s) list of persons or entities prohibited from receiving Australian exports, or transacting with any Australian person, (ii) You are not a national of, located in, or an  entity (or a director/employee/agent/representative of such entity) registered in, any Prohibited Jurisdiction, or an entity that is or has been greater than 50% owned or controlled by any person or persons described in Clause (i) or (ii) and are not Military End Users and will not put DX LABZ or the Platform to a Military End Use, (iii) You will not permit your users to access or use the Platform and/or Service or provide any services to any person(s) in violation of any Export Control Laws, (iv) no user data created or submitted by You is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws, and (v) You shall comply with all applicable laws regarding the transmission of technical data exported from Australia and the country in which You are located. You further agree that You will not use the Platform and/or Services to disclose, transfer, download, export or re-export, directly or indirectly, any of your user data or your content to any country, entity or other party which is ineligible to receive such items under the Export Control Laws or under other laws or regulations to which You may be subject. You acknowledge that the Platform and/or Service and other software may not be available in all jurisdictions and that You are solely responsible for complying with the Export Control Laws. Any offer for any product, Services, and/or information made in connection with the Platform is void where prohibited. We reserve the right to terminate access to any Platform Account that we determine to be a prohibited end-user or engaging in prohibited end-use, without any liability to such user.

1.12 Artificial Intelligence Acceptable Use policy: Before using Artificial Intelligence (“AI”) features of the Platform, you must ensure that you are in a jurisdiction that allows AI usage. If you elect to use any AI-based features of the Platform, you are responsible for ensuring that you are using our AI-based features in compliance with our Artificial Intelligence Acceptable Use policy which is attached hereto as Exhibit B.

1.13 Bug Bounty Program. DX LABZ does not have a bug bounty program and does not pay bug bounties.  DX LABZ prohibits any third party access to the Platform or any DX LABZ systems or networks, including any network penetration testing, security assessment or probing, except as expressly permitted by these Terms or as agreed to by DX LABZ in a separate written agreement.

2. White Labeling and Resale MAP Policy.

2.1 Resale Restrictions. When reselling access to the Platform, you agree that you are fully liable to your customers for their access to and use of the Platform, and you are solely responsible for the resolution of all customer disputes and inquiries. If DX LABZ determines, in its sole discretion, that you are consistently and repeatedly failing to provide your customers with adequate resolutions to their disputes and inquiries, or if we receive complaints that you are not responding to legitimate customer disputes or inquiries, we reserve the right to exercise our ability to terminate your Platform Account.

2.2 Minimum Advertised Price. If you are authorized to white-label and resell access to the Platform, You cannot advertise access to the Core Platform for an effective price that is less than the Standard Prices offered by DX LABZ (the “MAP Policy”). The “Core Platform” is defined as a combination of 2 or more of the following Platform features: (i) Funnel and Website Builder, (ii) Forms, (iii) Surveys, (iv) Customer Relationship Manager, (v) Email Builder, (vi) Calendars, and/or (vii) Automation workflows. For the avoidance of doubt, offering any of the foregoing features (or any other features not listed above) as a standalone product is not subject to the MAP Policy. “Standard Price” for one  Starter Account is $97 USD for monthly subscriptions or $997 USD for an annual subscription. DX LABZ reserves the right to change its Standard Prices at any time, for any reason. In the event of a change to DX LABZ’s Standard Prices, you are responsible for ensuring your continued compliance with the MAP Policy. DX LABZ may run special pricing offers, promotions, or discounts from time-to-time (“Special Pricing”). DX LABZ’s use of Special Pricing does not create an exception to the MAP Policy. Any changes to this MAP Policy will be communicated by a change to these Terms or by other forms of communication deemed appropriate by DX LABZ in its sole discretion. The price at which you are advertising access to the Platform is determined after deduction of coupon discounts, rebates, value of product giveaways, gift card amounts, and other promotional offers, that have the effect of lowering an advertised price (“Advertised Price”). The MAP Policy only applies to the Advertised Price. The final price at which you resell access to the Platform (“Final Price”) is not subject to the MAP Policy

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

2.4 Exceptions to MAP Policy.

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

2.4.2 The MAP Policy does not apply to Advertised Prices displayed at brick-and-mortar selling locations where the Advertised Price is not distributed or visible to customers outside said location, or where Final Prices are first disclosed to customers in “shopping carts” for web-based sales (so long as such Final Prices cannot be retrieved by search engines or otherwise displayed to customers).

2.4.3 This MAP Policy does not apply to advertising within any jurisdiction in which minimum advertised price policies are prohibited by law. It is a violation of this policy, however, to transmit an Advertised Price less than the MAP Policy from any such jurisdiction to customers in any jurisdiction in which the MAP Policy is permissible.

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

2.5 White Label License and Restrictions.

2.5.1 License to White Label. Subject to your continued compliance with these Terms, we may grant you a limited, non-exclusive, non-transferable and revocable license to use the Platform including the design and trade-dress, as may be reasonably required for re-branding and reselling access to the Platform under your own white-label brand. Any license granted to You under this Section will automatically terminate upon a breach of this license or the Terms or a violation of the restrictions set forth below.  Under this license, portions of the Platform may be modified by you, incorporating your name, logo, trademark, and color scheme into your individual access area within the Platform. You are solely responsible for copyright, trademark or other intellectual property concerns connected with you and your customers’ customized look and feel of the Platform. You acknowledge that you may not be able to customize the Platform according to your unique branding to the extent that your customization would appear to be independently developed. DX LABZ may remove any of your modifications at any time without advance notice and without liability to you. You are authorized to make your white-labeled version of the Platform available on application store platforms; however, You acknowledge that DX LABZ shall not be responsible in any manner whatsoever in case you are unable to publish your white-labeled version of the Platform on any app store.

2.5.2 Restrictions. You are prohibited from participating in any illegal, deceptive, misleading or unethical practices including, but not limited to, disparagement of the Platform or Services or other practices which may be detrimental to the Platform or Services, DX LABZ or the public interest.  You will not, nor make any attempt to, acquire any rights in the Platform or any of its components. If you acquire any rights in the Platform or any portion thereof, by operation of law or otherwise, you, at no expense to DX LABZ hereby assign all such rights to DX LABZ. You are prohibited from representing yourself as a DX LABZ employee or otherwise implying an association with DX LABZ when reselling access to the Platform. You may not direct your customers to contact DX LABZ for any reason, including but not limited to Platform support. You may not directly or indirectly solicit existing DX LABZ customers to cancel their Platform Account in order to purchase a subscription to your white-label branded version of the Platform. You may not distribute marketing collateral or other advertising or sales content that directly compares DX LABZ’s product to your white-label branded version of the Platform or makes claims that suggest your white-label branded version of the Platform is superior to or has more features than DX LABZ’s Platform.

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

3. Code of Conduct. You represent and warrant that, when using the Platform, you will comply with the Code of Conduct set forth in Exhibit A. DX LABZ reserves the right to seek all remedies available to it in the event that You violate this Agreement, including the Code of Conduct, up to and including termination of your Platform Account.

4. Payment

4.1 Fees and Auto-Renewal. You agree to provide us with accurate and complete billing information (name, address, credit card information, and phone number) and notify us of any changes within 10 days of the change. Your use of the Platform is subject to the timely payment of your Fees. Fees may include, but are not limited to: subscription fees, add-on service fees, or other usage-based or subscription-based Fees offered by DX LABZ as incurred by you. Fee rates and amounts may change from time to time. Fees for subscription services will be billed in advance of Services on a monthly or annual basis, depending on your subscription plan. Usage-based fees, including but not limited to Communications Surcharges, are calculated based on usage and will be billed monthly as separate line items on your invoice. We will automatically charge the card on file when your Fees become due.

4.2 Wallets and Rebilling. If you are on the $97 or $297 plan, You are automatically enrolled in our rebilling feature and will need to update your settings in your Platform Account if You want to turn off the rebilling feature. You provide your consent for DX LABZ to charge your credit card to avoid any overdrafts.

4.3 Late Payments and Payment Disputes. If, for any reason, your credit card company declines or otherwise refuses to pay the amount owed for the Services you have purchased, we will re-attempt to charge the card on file for a period of 7 business days. If, after re-attempting to charge your card, we are still unable to process the transaction, your Platform Account may be force-canceled for non-payment in DX LABZ’s sole discretion. Additionally, we may require you to pay any overdue Fees and other amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses. In the event that you dispute any charges on your invoice, You must notify us in writing within thirty (30) days of the invoice date. You must pay all invoiced Fees and charges while the dispute is pending or you waive the right to pursue the dispute. Where you are disputing any Fees or charges, you must act reasonably and in good faith and cooperate diligently with us to resolve the dispute. All DX LABZ determinations regarding your obligation to pay invoiced Fees and charges are final.

4.4 Cancellations. You may cancel your subscription through your Platform Account, by submitting a support ticket. You are solely responsible for the cancellation of Services associated with your account, and, subject to other provisions of these Terms, you will be responsible for all Fees incurred until such cancellation occurs. No refunds will be provided for your failure to properly cancel the Services associated with your account.

4.5 Mark-ups. You are solely responsible for all customer pass-through Fees and related expenses, including but not limited to refunds and chargebacks of such pass-through Fees. DX LABZ is not responsible for resolving issues or disputes between You and Your customers regarding pass-through Fees.  You are exclusively responsible for all chargebacks related to activities of you and your customers, regardless of the reason for the chargeback.  You are solely responsible for collecting and remitting to government authorities any taxes and government assessments related to Your resale or markup of the Services.

4.6 Refunds

4.6.1 Nonrefundable Fees. All Fees assessed by DX LABZ are non-refundable, including subscription Fees, and DX LABZ’s resale of Third Party Services, regardless of whether you actually accessed or used the Platform Account or Services during your subscription period. You are solely responsible for any excess Fees incurred by You as a result of an error or omission made by You or a third party. DX LABZ does not provide Fee refunds or credits for such errors or omissions, or for partially used or unused Platform or Services subscriptions. Except as may be required by law, DX LABZ reserves the right to issue or deny a refund or credit in its sole and absolute discretion, at any time, for any reason, and DX LABZ’s determination of if and when to issue or deny a refund or credit is final.

4.6.2 Pre-paid and Minimum Commitment Subscriptions. DX LABZ resells some Services and Third Party Services that require pre-payment. Unused or cancelled pre-paid services are non-refundable. DX LABZ may, in its sole discretion, issue account credits for future services in the event that You elect to cancel any pre-paid services before the services are fully performed. Some subscriptions for Services require a non-cancellable minimum subscription commitment which cannot be canceled until the commitment is fulfilled. Fees for such non-cancellable minimum subscription commitments will continue to be automatically applied to your bill until the minimum commitment has been achieved. Some add-on services or products cannot be canceled or refunded once DX LABZ has technically enabled such products and/or services on your Platform Account, including but not limited to the HIPAA package.

4.7 Taxes and Government Assessments. All Fees are exclusive of anysales, VAT, GST and usetaxes,levies, fees, duties, interest, penalties and other governmental assessments (“Taxes”) unless mentioned otherwise in these Terms. Business entities with a valid VAT or GST identification number should provide DX LABZ with their VAT or GST identification number. You hearby confirm that DX LABZ can rely on the VAT or GST number provided. Where applicable by law, DX LABZ will shift the liability to pay VAT/GST on the Fees to you due to the application of a VAT/GST reverse charge mechanism. You are exclusively responsible for Taxes associated with your use of the Platform, including all Taxes associated with transactions you conduct with your customers. DX LABZ may collect Taxes from you as part of the Fees as legally required or as DX LABZ deems appropriate, and all DX LABZ determinations regarding what Taxes to collect are final.  Failure to provide DX LABZ with a valid VAT or GST identification number may result in VAT or GST being assessed by DX LABZ. If you provide a valid VAT or GST identification number after a Fee has been paid, the VAT and GST taxes charged will not be refunded .DX LABZ may recalculate and collect additional Taxes from you if it determines at any point that they are due. You will indemnify DX LABZ for all Claims related to Taxes that are associated with your activities on the Platform, including any Taxes related to your transactions with your customers as further described above. Taxes are nonrefundable. You hereby confirm that DX LABZ can rely on the name and address that You provide to DX LABZ when You agree to the Fees or in connection with Your payment method as being the place of supply for Tax purposes or as being the place of supply for VAT purposes where You have established Your business. Without limiting the generality of this Section 4.7, if any amount payable by You to DX LABZ is subject to any withholding or similar taxes, You shall pay for all withholding taxes without any reduction in the Fees and Taxes charged above..

5. Affiliate Program. DX LABZ offers an Affiliate Program under which commissions can be earned for referring new customer to DX LABZ. Your participation in the Affiliate Program is subject to DX LABZ’s approval and your acceptance of the Affiliate Agreement, a copy of which is available here and is incorporated herein by reference. You must establish a payment account linked to your DX LABZ account in order to earn and receive commission payouts. Commissions may be forfeited if DX LABZ is unable to submit payment to your payment account for any reason. Employees of DX LABZ are not eligible to participate in the Affiliate Program or earn commissions for at least six (6) months after termination of their employment with DX LABZ.

6. Intellectual Property

6.1 Platform Content. The Platform and Platform Content are the property of DX LABZ or its licensors and are protected by copyright, trademark and other intellectual property laws, except as indicated below. Platform Content does not include User Contribution(s), as defined below. DX LABZ grants you a personal, royalty-free, non-assignable, revocable, and non-exclusive license to access and use the Platform Content while using the Platform for the purpose of making the Platform available to You and Your customers. Any other use, including the reproduction, modification, distribution, transmission, republication, framing, display or performance of Platform Content without prior permission of DX LABZ is strictly prohibited.

6.2 DX LABZ Marks and Advertisements. DX LABZ’s name, logo, or Marks (including but not limited to DX LABZ, AIprneurs) are trademarks and service marks of DX LABZ and may not be used without advance written permission of DX LABZ, including but not limited to as part of any company name or domain name or in connection with any product or service that is not provided by DX LABZ, or in any manner that is likely to cause confusion, or in any manner that disparages, discredits, or misrepresents DX LABZ. Unless you are authorized to white label and resell access to the Platform, You may not remove any DX LABZ Marks, name or logo or other proprietary notices, including, without limitation, attribution information, credits, and copyright notices that have been placed on or near the Platform or Platform Content. Other products or company names mentioned on the Platform may be trademarks or service marks of their respective owners. Third-party websites may feature DX LABZ Marks, with or without authorization, and such usage of DX LABZ Marks does not constitute or imply any approval, sponsorship, or endorsement by DX LABZ. You will not (i) make any unauthorized representations, warranties or false, misleading or deceptive statements regarding DX LABZ, its Platform and Services (ii) include DX LABZ or any of its Services or the Platform in any of your comparative and/or marketing advertisements.

6.3 User Contributions. User Contributions are considered non-confidential and non-proprietary. You grant DX LABZ, our service providers and each of their licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose User Contributions to third parties for the sole purpose of fulfilling DX LABZ’s obligations under these Terms. DX LABZ is not responsible or liable to any third party for the content or accuracy of any User Contributions, nor do we endorse the User Contribution of third parties. DX LABZ is not responsible for any failure or delay in removing User Contributions that violate the Terms. DX LABZ reserves the right to delete or otherwise remove any User Contributions we deem to be in violation of these Terms, with or without notice, at any time, for any reason. You represent and warrant that: (i) You own or control all rights in and to the User Contributions and have the right to grant the license granted above; (ii) All of your User Contributions comply with these Terms; and (iii) You understand and acknowledge that you are responsible for the legality, reliability, accuracy and appropriateness of your User Contribution.

6.4 Prohibited User Contributions. You are prohibited from posting User Contributions on the Platform that: (i) Are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content; (ii) Victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or otherwise; (iii) Infringe any patent, trademark, trade secret, copyright, right of publicity, or other proprietary or intellectual property right of any party; or (iv) Breach the security of, compromise or otherwise allow access to secured, protected or inaccessible areas of the Platform, or attempt to gain access to other networks or servers via your Platform Account.

6.5 Feedback. If you provide Feedback, you agree and acknowledge that your submission of Feedback is voluntary, non-confidential, and gratuitous, and DX LABZ and its affiliates have no obligation to use the Feedback. You grant DX LABZ and its designees a perpetual, irrevocable, non-exclusive, fully-paid up and royalty-free license to use any Feedback you submit to DX LABZ without restrictions or payment or other consideration of any kind, or permission or notification to you or any third party. The license includes, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Feedback, and all rights therein, in the name of DX LABZ or its designees throughout the universe in perpetuity in any and all media now or hereafter known.

6.6 Feedback Waiver. You hereby irrevocably release and forever discharge DX LABZ from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against DX LABZ with respect to the Feedback, including without limitation how DX LABZ directly or indirectly uses the Feedback. You agree that you are responsible for the content of the Feedback and further agree (at DX LABZ’s option and at your sole expense) to defend, indemnify, and hold DX LABZ harmless from any and all actions, claims, and liabilities, demands, whether absolute or contingent and of any nature whatsoever, damages, losses, costs, fees, fines or expenses, including reasonable attorneys’ fees, which DX LABZ may incur as a result of use of the Feedback in accordance with these Terms.

6.7 Copyright; Digital Millennium Copyright Act. DX LABZ is an online service provider and is afforded safe harbor from copyright infringement liability. If you believe that Your copyrights have been infringed by a DX LABZ user, or that your intellectual property rights have been otherwise violated by a user of our Platform, you should notify us of your infringement claim in accordance with the procedure set forth below. You may submit a takedown request via email. If you include any personally identifiable information in your takedown request or counter-notice, you consent to the disclosure of that personally identifiable information when providing a copy of the takedown notice of counter-notice to the intended recipient and/or their representatives.

Upon receipt of a fully compliant takedown request, DX LABZ will notify and provide a copy of the takedown request to the alleged infringer. DX LABZ will make reasonable efforts to remove the allegedly infringing content in a reasonable amount of time after receipt of the fully compliant takedown request.

The alleged infringer may submit a counter-notice by notifying us via email. Upon receipt of a fully compliant counter-notice, DX LABZ will send a copy of the counter-notice to the original complaining party. Unless the original complaining party files an action seeking a court order against the content provider, member or user, the removed content may be reposted, or access to it restored, in 10 business days or more after receipt of the counter-notice, at DX LABZ’s sole discretion.

Alternatively, you may email a takedown request or counter-notice to support@riskfreemarketing.com (Subject line: “takedown request”).

To be effective, the notification must be in writing and contain the information below. takedown requests or counter-notices that do not comply with the following requirements will be rejected and not processed:

For takedown requests:

– an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

– a description of the copyrighted work or other intellectual property that you claim has been infringed;

– a description of where the material that you claim is infringing is located on the Platform, with enough detail that we may locate it;

– your address, telephone number, and email address;

– a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and

– a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

For counter-notices:

– your physical or electronic signature;

– identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

– a statement that you have a good-faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

– your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

6.8 Copyright. The DX LABZ Platform is a registered work under the Australian Copyright Act.

6.9 Patents Pending. Certain features provided in the Platform are covered by the following Patent Applications filed with the Australian Patent and Trademark Office

6.10 Usage Data. DX LABZ may access, collect, analyze, and use the data, information, or insights generated or derived from the provision, use and performance of the Platform, the Service and related software, programs, and technologies (“Usage Data”) in accordance with our Privacy Policy. DX LABZ owns all such Usage Data. If DX LABZ desires to disclose any Usage Data, then DX LABZ will anonymize all Usage Data in such disclosure and disclose such Usage Data in aggregate form only in a manner that does not identify You or your customers and would not permit a third party to identify You or your customers.

7. Disclaimers

DX LABZ makes no guarantees that your business will be profitable and that you will make money using the Platform or the Services. Except as otherwise set forth in these Terms, DX LABZ is not providing any business opportunities with use of the Platform and/or Service.

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. YOUR USE OF THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. YOU AGREE THAT DX LABZ HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY INFORMATION OR CONTENT MAINTAINED OR TRANSMITTED ON OR THROUGH THE PLATFORM.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (D) CERTAIN FEATURES WILL BE ADDED TO THE PLATFORM, OR (E) THE QUALITY OF THE PLATFORM WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE THAT DX LABZ IS NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF YOUR DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK.

DX LABZ MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY OR THIRD PARTY SERVICES, OR IN CONNECTION WITH THE PLATFORM, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM FROM A THIRD PARTY OR THROUGH THIRD PARTY SERVICES IS PROVIDED SOLELY BY SUCH THIRD PARTY.

WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE PLATFORM, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE PRICING STRUCTURE AND THE ADDITION OF FREE OR FEE-BASED SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT SERVICES ON THIS PLATFORM SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

BETA PRODUCTS OR EARLY RELEASE PRODUCTS. FROM TIME TO TIME, YOU MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH DX LABZ WHERE YOU GET TO USE EARLY RELEASE OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY DX LABZ. THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. DX LABZ DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. YOU OR DX LABZ MAY TERMINATE YOUR ACCESS TO THE BETA PRODUCTS AT ANY TIME.

8. Limitation of Liability, Indemnification, and Mitigation

Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of the Platform or the Services shall be limited to the amount you paid us for Services purchased on the Platform during the three (3) month period before the act giving rise to the liability, provided however, this limitation will not apply to you if you only use the free Services, and in this case, if DX LABZ determines to have any liability to you or any third party arising from your use of the free Services, then DX LABZ’s aggregate liability will be limited to one hundred U.S. dollars.

IN NO EVENT SHALL DX LABZ BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM MALICIOUS CODE, LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR THIRD PARTY SERVICES OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE PLATFORM.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY SERVICES OR DISRUPTIONS THEREOF, OR THIRD PARTY PROMISES AND/OR STATEMENTS REGARDING OUR PLATFORM SERVICES OR CONTENT OR FOR TRANSACTIONS WITH THE THIRD PARTY THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

You agree to defend, indemnify, and hold DX LABZ harmless  against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the Platform  (“Claims”), including, but not limited to: (a) our use of or reliance on information or data supplied or to be supplied by you, your employees, agents, or customers; (b) any breach of or default under these Terms  by you, your employees, agents, or customers; (c) the wrongful use or possession of any DX LABZ property by you, your employees, agents, or customers; (d) any negligence, gross negligence or willful misconduct by you or your employees, agents, or customers; (e) misrepresentations by you, your employees, agents, or customers (f) violation(s) of applicable law by you, your employees, agents, or customers, (g) your actions and the actions of your employees, agents, or customers; (h) the acts or omissions of you, your employees, agents, or customers in connection with providing notice and obtaining consents regarding the origination or content of the SMS or MMS messages, email or other communications using the Services, (i) Taxes and other Fees and/or (j) any disputes between (1) you and other users (2) you and your client(s) and/or (3) your customers.

If the Platform is found to violate any third-party intellectual property right, at our option we may: (a) obtain the right for you to continue to use the Platform as contemplated by these Terms; (b) modify or replace the Platform, in whole or in part, to seek to make the Platform non-infringing; or (c) require you to immediately cease any use of the Platform.

9. Limitation On Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

10. Injunctive Relief

You agree that a breach of these Terms will cause irreparable injury to DX LABZ for which monetary damages would not be an adequate remedy, and DX LABZ shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

11. Waiver And Severability

No waiver by DX LABZ of a term or condition set forth in these Terms shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of DX LABZ to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

12. Change of Control

DX LABZ may assign its rights under these Terms at any time, without notice to you. You may not assign your rights under these Terms without DX LABZ’s prior written consent which may be withheld at DX LABZ’s sole discretion.

13. Entire Agreement

Except as noted below, these Terms constitute the sole and entire agreement between you and DX LABZ with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform. These Terms may not be altered, supplemented, or amended by the use of any other document(s) unless such document is signed by an authorized representative of DX LABZ.

DX LABZ may enter into a separate agreement with you. The terms of any separate agreement between you and DX LABZ will be considered a part of your entire agreement with DX LABZ. To the extent there is a conflict between these Terms and the terms of your separate agreement with DX LABZ, your separate agreement with DX LABZ will control.

14. Term and Termination. These Terms will remain in full force and effect so long as you maintain a Platform Account. The sections of these Terms that are intended to survive termination of your Platform Account will remain binding even after you are no longer a Platform user.

14.1 Grounds for Termination. You agree that DX LABZ, in its sole discretion, may suspend or terminate your access to the Platform (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Platform, and reporting you to the proper authorities, if necessary. DX LABZ reserves the right to delete Platform Accounts that have remained inactive for ninety (90) days or more.

14.2 No Right to Services Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Platform will immediately cease. DX LABZ is not liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us with regards to your Platform access.

14.3 No Termination by Third Party Users. DX LABZ has limited access to subscriptions not directly purchased from us. Any user who has been given access to the Platform by any party other than DX LABZ must contact the party who originally provided access to the Platform for any inquiries related to termination.

14.4 Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the Platform or any associated product or service through the Platform arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

15. Applicable Law, Binding Arbitration, and Class Action Waiver

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

The laws of Australia will govern these Terms of Service and any disputes under them, without giving effect to any principles of conflicts of laws. These Terms may be translated into different languages—only the English version is valid and enforceable.

Any controversy or claim arising out of or relating to these Terms shall be exclusively settled by arbitration administered by the American Arbitration Association in accordance with Commercial Arbitration Rules, then in effect. This arbitration provision is governed by the Federal Arbitration Act. The arbitration proceedings shall be held in Dallas, Texas. Any arbitration award may be entered in a court of competent jurisdiction.

All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.

16. Communications and Contact Information

All notices to a party shall be in writing and shall be made via email. Notices to DX LABZ must be sent to support@riskfreemarketing.com. You agree to allow us to submit notices to you either through the email address you provided when registering, or to any address we have on record.  Notices are effective on receipt.

DX LABZ may contact you regarding these Terms using any information you provide, or by any other means if you do not provide contact Information. If you no longer wish to receive communications from DX LABZ, you can click on the “unsubscribe link” provided in such communications or contact us at support@riskfreemarketing.com.

When you create a Platform Account, you must designate a primary email address that will be used for receiving electronic communication related to these Terms. DX LABZ will never send you an email requesting confidential information such as account numbers, usernames, or passwords, and you should never respond to any email requesting such information. If you receive such an email purportedly from DX LABZ, do not respond to the email and notify DX LABZ by emailing us at support@riskfreemarketing.com.

For all other feedback, comments, requests for technical support, and other communications relating to the Platform or the Terms, please contact us at or by mail at:

DX Labz Kft. (Reg. no.: 05 09 032023), 3623 Borsodszentgyorgy, BAZ, Horgos ut 8, HUNGARY

17. Definitions

17.1 “Communication Surcharges” means any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges related to your use of the Platform.

17.2 “Competitor” shall include, but not be limited to, any entity carrying on a business of marketing and sales platform, SaaS, any entity offering one or more services offered by the Platform, or any entity carrying on a business similar to the business of DX LABZ Inc. and its subsidiaries, as determined by DX LABZ in its sole discretion. For the avoidance of doubt, DX LABZ customers who white-label and resell the Platform are not Competitors.

17.3 “Feedback” means ideas You provide to DX LABZ regarding improvements, enhancements, new features, new products, or other concepts related to the Platform, Services, or other services, products, matters related to DX LABZ’s or its affiliates’ business. “Feedback” includes any ideas posted to DX LABZ’s ideaboard.

17.4 “Fees” means any fees associated with the Platform, including but not limited to the monthly subscription services fee and any fees associated with add-in Services that you may purchase.

17.5 “DX LABZ Marks” means the DX LABZ name and related logos and service marks of DX LABZ.

17.6 “Information” means data about You and Your customers that DX LABZ collects on the Platform, including but not limited to information required to create a Platform Account and use the Platform for the intended purpose.

17.7 “Login Credentials” means the username and password used to access your Platform Account, including API keys and access to third party integrations used with the Platform.

17.8 “Materials” means Your trademarks, copyright content, any tangible products or services you sell through the Platform (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to DX LABZ or its affiliates.

17.9 “Platform” means any Services, Training, content, functionality, communication channels, and software or other services or features offered to customers on or through DX LABZ’s website or mobile application.

17.10 “Platform Account” means the account you created in order to access and use the Platform.

17.11 “Platform Content” means content, data, features, and functionality, including but not limited to text, graphics, videos, logos, button icons, databases, music, sounds, images, or other material that can be viewed on the Platform. Platform Content does not include User Contributions.

17.12 “Prohibited Uses” means the behaviors described in Section 3.

17.13 “Services” means the variety of product integrations and services that DX LABZ makes available on the Platform. Services may include Third Party Services.

17.14 “Account” means a subscription for a Platform Account.

17.15 “Third Party Content” means content, promotions or offers provided by third parties or links to external third-party websites that may be accessible on the Platform.

17.16 “Third Party Services” means third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services offered by a third party through the DX LABZ Platform. This includes but is not limited to applications downloaded from the DX LABZ Marketplace, integrations with third party applications, or any functionality that is provided by a third party through the Platform.

17.17 “Training” means any training, information or suggested usages conveyed by DX LABZ about the Platform.

17.18 “User Contributions” means content or materials that you post, submit, upload, publish, display, or transmit on or through the Platform or to DX LABZ directly.

17.19 “You” or “you” or any derivatives thereof means the individual who accepted the Terms or the business entity that the individual represents. “You” also includes any and all agents, employees, or third parties that are authorized to act on your behalf.

EXHIBIT A

CODE OF CONDUCT

The following are considered Prohibited Uses of the Platform. Engaging in a Prohibited Use is a material breach of these Terms for which DX LABZ may immediately suspend or terminate your Platform Account in accordance with these Terms:

– Use of the Platform in any way that violates any applicable law or regulation.

– Use of the Platform in a country that prohibits or restricts the use of Artificial Intelligence.

– Use of the Platform to exploit, harm, or attempt to exploit or harm anyone in any way.

– Use of the Platform to send, receive, upload, download, use, or re-use any material that does not comply with these Terms.

– Use of the Platform to transmit, or procure the sending of any unlawful advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

– Impersonating or attempting to impersonate DX LABZ, a DX LABZ employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

– Engaging in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform

– Engaging in any conduct that may, as determined by DX LABZ, harm Platform users or DX LABZ, or expose either to liability.

– Use of the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.

– Use of any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.

– Use of any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without DX LABZ’s prior written consent.

– Use of any device, software or routine that interferes with the proper working of the Platform.

– Introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

– Attempting to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, any server, computer, or database connected to the Platform.

– Attacking the Platform via a denial-of-service attack or a distributed denial-of-service attack.

– Otherwise attempting to interfere with the proper working of the Platform.

– Child sexual exploitation or abuse content.

– Sexually explicit content.

– Generation of hateful, harassing, or violent content.

– Abusive or fraudulent conduct.

– This includes but is not limited to:

– Promoting or facilitating the generation or distribution of spam, fraudulent activities, scams, phishing, or malware;

– Compromising cybersecurity systems or gaining unauthorized access to violate the integrity of any user, network, computer or communications system, software application, or network or computing device;

– Violate any natural person’s rights, including privacy rights as defined in applicable privacy law;

– Appropriating confidential or personal information;

– Impersonating a human by presenting results as human-generated;

– Engaging in disinformation campaigns;

– Astroturfing, or the generation of fake grassroots support or fake review information;

– Plagiarize or engage in other forms of academic dishonesty.

– Illegal or highly regulated goods or services content, or other activity that has a high risk of economic or physical harm. This includes but is not limited to:

– Engaging in any illegal activity;

– Providing instructions on how to commit or facilitate any type of crime;

– Gambling;

– Payday lending;

– Cryptomining practices;

– Automatic determinations of eligibility for credit, employment, educational institutions, or public assistance services;

– Engaging in unauthorized practice of law or seeking unreviewed legal advice;

– Engaging in unauthorized practice of medicine or seeking unreviewed medical advice;

– Providing unauthorized financial advice;

– Law enforcement application or criminal justice decisions;

– Military or warfare application, weapons development;

– Management or operation of critical infrastructure in energy, transportation, and water;

– Political campaigning or lobbying in violation of campaign laws

EXHIBIT B

ARTIFICIAL INTELLIGENCE ACCEPTABLE USE POLICY

– AI features of the Platform may not be used in any manner contrary to the relevant laws, regulations, and industry standards, including, but not limited to, data protection and privacy regulations (e.g., GDPR, CCPA); financial industry guidelines (e.g., PCI DSS); as a part of automated decision making process with legal or similarly significant effects; or in violation of any intellectual property rights or geographical restriction.

– AI features may not be used to discriminate against any person or groups on grounds of religion, race, sexual orientation, gender, national/ethnic origin, political beliefs. disability, health status, trade union membership, age, criminal convictions or engage in any biased, intimidating, defamatory, harassing, bullying or otherwise inappropriate behaviors.

– AI features may not be used for generating individualized advice that in the ordinary course of business would be provided by a licensed professional including but not limited to medical, financial, tax, or legal advice. You must disclose to your customers when they are interacting with an AI-based voice or chatbot.

– All assets created through the use of generative AI systems must be professional and respectful. You may not use offensive or abusive language and may not engage in any behavior that could be considered discriminatory, harassing, or biased when applying generative techniques.

– You must take necessary steps to protect confidential and sensitive information of your users and customers

– AI usage may not not damage, disable, overburden, or impair any websites or launches any automated system, including “robots,” “spiders,” or “offline readers,” that sends more request messages to any servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser.

– AI features may not be used to spread misinformation, engage in malicious activities, or any other uses that could harm individuals or society.

– AI features may not be used in any manner which is prohibited by the Agreement or the Code of Conduct provided herein.