LEGAL

Definitions:

1.1. “Communication Surcharges” means any applicable fees or surcharges related to your use of the Platform from communications service or telecommunication providers (e.g., carrier).0

1.2. “Competitor” includes, but is not limited to, any entity operating a marketing and sales platform, SaaS, offering one or more services provided by the Platform, or carrying out a business similar to that of Keri Digital, LLC and its subsidiaries, as determined by Keri Digital, LLC in its sole discretion. For the avoidance of doubt, Keri Digital, LLC customers who white-label and resell the Platform are not Competitors.

1.3. “Feedback” means ideas you provide to Keri Digital, LLC regarding improvements, enhancements, new features, new products, or other concepts related to the Platform, Services, or other services, products, and matters related to Keri Digital, LLC’s or its affiliates’ business. “Feedback” includes any ideas posted to Keri Digital, LLC’s ideaboard.

1.4. “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.

1.5. “Information” means data about you and your customers that Keri Digital, LLC collects on the Platform, including but not limited to information required to create a Platform Account and use the Platform for the intended purpose.

1.6. “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.

1.7. “Materials” means your trademarks, copyrighted 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 Keri Digital, LLC or its affiliates.

1.8. “Platform” means any Services, Training, content, functionality, communication channels, software, or other services or features offered to customers on or through any Keri Digital, LLC’s websites/digital assets (https://app.moonshotmarketing.com/) or mobile application.

1.9. “Platform Account” means the account you created to access and use the Platform.

1.10. “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.

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

1.12. “Services” means the variety of product integrations and services that Keri Digital, LLC makes available on the Platform. Services may include Third-Party Services.

1.13. “Sub-Account” means a subscription for one business under a Platform Account.

1.14. “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.

1.15. “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 Keri Digital, LLC Platform. This includes but is not limited to applications downloaded from the Keri Digital, LLC Marketplace, integrations with third-party applications, or any functionality provided by a third party through the Platform.

1.16. “Training” means any training, information, or suggested usages conveyed by Keri Digital, LLC about the Platform.

1.17. “User Contributions” means content or materials that you post, submit, upload, publish, display, or transmit on or through the Platform or to Keri Digital, LLC directly.

“You” or “you” or any derivatives thereof mean 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.

Use of Platform:

2.1. Limitations and Prohibitions. You must be at least 18 years old to utilize the Platform. By agreeing to these Terms, creating a Platform Account, or using the Platform, you confirm that you meet this age requirement. You are prohibited from using the Platform or the Services if you are an employee, partner, or director of our competitors or if your intention is to access the Platform to compete with it.

2.2. Account Ownership and Responsibilities. Your utilization of the Platform is contingent upon providing complete, accurate, and up-to-date information when registering for a Platform Account. The Platform is intended for business use or in relation to an individual’s trade, craft, or profession. As the individual agreeing to these Terms, you are considered the owner of the Platform Account unless acting on behalf of a business entity, in which case the business entity holds ownership of the Platform Account. By accepting these Terms on behalf of a business entity, you affirm that you have the authority to bind the entity to these Terms. In cases of conflicting ownership claims over a Platform Account, Keri Digital, LLC will recognize the owner as the person who can demonstrate ownership (in whole or in part) of the associated business entity by providing government-issued documentation. If Keri Digital, LLC is unable to ascertain the rightful owner, it reserves the right to suspend or terminate the Platform Account until ownership is mutually agreed upon by the disputing parties or determined by a court order.

2.3. Permitted Use. You and your customers are permitted to use the Platform solely for lawful purposes and in compliance with these Terms. You agree that you and your customers will not use the Platform in any manner that contravenes applicable laws or regulations or engages in Prohibited Uses. Furthermore, you represent and warrant that: (i) you and your customers will maintain all necessary licenses, permissions, authorizations, consents, and permits to fulfill obligations under these Terms; (ii) you are fully accountable for your actions and those of your employees, agents, and customers who use the Platform; (iii) you are entirely responsible for your customers’ usage of the Platform; (iv) neither you nor your employees, agents, or customers will misrepresent the Platform or the Services; (v) you will ensure that your employees with access to the Platform Account adhere to these Terms, and you will require your customers to accept terms as restrictive as these; (vi) you own or control all rights to any content you provide to Keri Digital, LLC, including any code provided to customize the Platform for your customers; (vii) you, your employees, and your customers will cooperate reasonably with information requests from law enforcement, regulators, or telecommunications providers; (viii) you will not grant Platform or Services access to a direct competitor of Keri Digital, LLC; (ix) you will not directly or indirectly reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, object code, or underlying structure, ideas, know-how, or algorithms; (x) you will not modify, translate, or create derivative works based on the Platform (except as expressly permitted by us); and (xi) you will not remove any proprietary notices or labels.

2.4. Regulatory Adherence. You are solely responsible for your use of the Platform and Services, including (a) the quality and integrity of any data and other information, including Information, provided 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. Keri Digital, LLC is not responsible for ensuring your compliance with laws and does not represent that your use of the Platform will meet legal requirements, including but not limited to HIPAA, PCI, Gramm-Leach-Bliley Act, and other similar laws and regulations.

2.5. Data Privacy: By utilizing the Platform and providing information through it, you consent to Keri Digital, LLC’s usage and disclosure of such information as outlined in the Privacy Policy available here and incorporated by reference. You acknowledge that Keri Digital, LLC is not liable for any deletion or failure to store any information or content managed or transmitted through the Platform. When granting your customers access to the Platform, you must enforce your own terms of service and Privacy Policy, ensuring they offer protection at least equivalent to that provided by Keri Digital, LLC. You must secure consent from your customers, affirmatively acknowledging their agreement to your privacy policy. You represent and warrant that you have provided, and will continue to provide, adequate notices and obtained the necessary permissions and consents to share your customers' data with us for usage and disclosure in accordance with these Terms and our Privacy Policy.

You may not use, resell, authorize or permit others to use, or license or make available data obtained from People Data Labs, for any purposes prohibited by the People Data Labs Acceptable Data Use Policy available here https://privacy.peopledatalabs.com/policies?name=acceptable-data-use-policy . Furthermore, you agree to comply with applicable laws when collecting personal data to be sent to People Data Labs.

2.6. Account Security Information: You are responsible for maintaining the confidentiality of your Login Credentials. You are accountable for all uses of your Platform Account and Login Credentials, whether authorized by you or not. You agree to notify Keri Digital, LLC immediately of any unauthorized access to or use of your Platform Account or Login Credentials, or any other security breach. Keri Digital, LLC reserves the right to disable your Login Credentials at any time at its sole discretion, including if, in Keri Digital, LLC’s opinion, you have violated any provision of these Terms. Platform Accounts are non-transferable. You must take preventive measures to prohibit unauthorized users from accessing your Platform Account with your Login Credentials. You consent to Keri Digital, LLC accessing and monitoring your Platform Account and your customers' accounts for support and security purposes, and to perform its obligations or enforce these Terms.

2.7. Communication Services Usage: The Platform may include various communication features such as SMS, MMS, email, voice call capabilities, and others. Separate Communication Surcharges for these services may apply and will be charged to your invoice. If you use these features, you agree that you are solely responsible for all communications sent through the Platform, including compliance with all relevant laws, such as the Telephone Consumer Protection Act (TCPA), Do Not Call Registry Rules, and CAN-SPAM Act. You represent and warrant that you understand and will comply with these laws. Keri Digital, LLC is not responsible for ensuring your compliance with laws and does not represent that your use of the Platform will meet legal requirements. Keri Digital, LLC is solely a technology platform communication service application provider and does not originate, send, or deliver any communications to recipients via SMS, MMS, email, or other methods. You control the messaging, timing, sending, fraud prevention, and call blocking. All communications, whether SMS, MMS, email, or otherwise, are created by and initiated by you and/or your customers, whether generated by you or sent automatically through the Platform at your direction. Communication Surcharges are subject to the billing tab of your account

2.8. Services from Third Party: 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. By purchasing or integrating Third-Party Services through the Platform, you permit Keri Digital, LLC to share your data with the Third-Party Service providers to facilitate integration and use of the Third-Party Services through the Platform. You also represent and warrant that you have the necessary consents for importing any data (including data of your customers) that you request Keri Digital, LLC to import from other Third-Party Services and/or that you are the rightful owner of such data. Keri Digital, LLC is not responsible for, and disclaims any liability for, any act or omission of any Third-Party Service provider or the operation of any Third-Party Services, including access to, modification of, or deletion of data, regardless of whether Keri Digital, LLC endorses, approves, promotes, or supports such Third-Party Services. You irrevocably waive any claim against Keri Digital, LLC 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 additional 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. Keri Digital, LLC disclaims all liability related to outages or downtime of Third-Party Services.

Keri Digital, LLC does not guarantee the interoperability, integration, or support of any Third-Party Services nor provide any representation, warranty, or endorsement, express or implied, regarding the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services. Keri Digital, LLC may modify the Platform or Services at any time at its sole discretion, which may impact the interoperability, integration, or support of Third-Party Services.

If you decide to pause or delete some or all of your Platform Account, certain features, functionality, or Services, including Third-Party Services (such as LeadConnector phone numbers or email services), may not be recoverable or retrievable upon reactivation. If you pause some or all of your Platform Account for more than thirty (30) days, and Keri Digital, LLC incurs costs on your behalf related to Third-Party Services (such as the costs of securing a particular phone number on your behalf), Keri Digital, LLC reserves the right to release the phone number or delete some or all of your Platform Account at its sole discretion, without liability to you.

2.9. Content from Third Party: 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 responsibility of the third party and do not necessarily reflect the opinion of Keri Digital, LLC. Keri Digital, LLC 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 comply with these Terms and applicable laws.

2.10. Usage Limitations and Trial Restrictions: Keri Digital, LLC offers access to the Platform based on a tiered-pricing model, where higher tiers can handle more data with minimal performance impact. We hold no liability for any performance issues resulting from your excessive data use. If, at Keri Digital, LLC’s discretion, it is determined that your data use is excessive, abusive, or negatively impacts the Platform, we may (1) require you to upgrade your Services to continue your activity levels if your data usage exceeds the intended use of your current Platform tier or if Keri Digital, LLC's operational costs to support your usage exceed the subscription price; (2) suspend or terminate your use of the Platform or Services; and/or (3) reduce the amount of data you can use.

Trial periods are not to be used consecutively. If we find that you are utilizing back-to-back trials to avoid subscription fees, Keri Digital, LLC reserves the right, without prejudice to any other legal remedies, to suspend or terminate your use of the Platform or Services and further prohibit you from using the Platform or Services at Keri Digital, LLC’s sole discretion.

2.11. Platform Modifications: Keri Digital, LLC reserves the right to update or make changes to the Platform at any time, including modifications that may alter the previous mode of operation. You agree that your use of the Platform or purchase of Services is not contingent upon the future delivery or release of any functionality or feature by Keri Digital, LLC, including but not limited to the continuation of a particular Service or any Third-Party Service.

2.12. International Usage: Usage of the Platform is prohibited if you are in an embargoed country or are a sanctioned person or entity. Keri Digital, LLC makes no representation that materials on the Platform are appropriate or available for use in locations outside the United States. Users accessing 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 the United States, you are responsible for complying with local laws in your jurisdiction, including but not limited to the taxation of products purchased online. You agree to adhere to all economic sanctions and export control laws, rules, and regulations, including those promulgated by the U.S. Department of Commerce's Bureau of Industry and Security (“BIS”) and the U.S. Department of the Treasury’s Office of Foreign Assets Control (collectively, “Export Control Laws”). By using the Platform, you agree not to use, export, import, sell, release, or transfer the Platform, the Services, any supporting software or technology, or Platform Content in violation of any Export Control Laws. Specifically, and without limitation, the Platform, Services, supporting software or technology, your content, or Platform Content may not be exported, transferred, released, or provided access to (a) any U.S. embargoed countries (including, but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions, Russia, and Belarus (“Prohibited Jurisdictions”)); or (b) anyone listed on the U.S. Treasury Department's list of Specially Designated Nationals or any other applicable restricted party lists.

You represent, warrant, and covenant that (i) you are not named on, or owned or controlled by, any party named on any U.S. government (or other government or international body) list of persons or entities prohibited from receiving U.S. exports or transacting with any U.S. person; (ii) you are not a national of, located in, or an entity registered in any Prohibited Jurisdiction, or an entity that is or has been greater than 50% owned or controlled by any person described in clause (i) or (ii), and are not Military End Users and will not put Keri Digital, LLC or the Platform to a Military End Use, as defined in 15 C.F.R. 744.21; (iii) you will not allow 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 the United States and the country in which you and your users are located. You further agree not to use the Platform and/or Services to disclose, transfer, download, export, or re-export, directly or indirectly, any of your user data or content to any country, entity, or other party ineligible to receive such items under the Export Control Laws or other applicable regulations. You acknowledge that the Platform and/or Services and other software may not be available in all jurisdictions, and you are solely responsible for complying with Export Control Laws. Any offer for any product, Services, and/or information in connection with the Platform is void where prohibited. We reserve the right to terminate access to any Platform Account determined to be a prohibited end-user or engaged in prohibited end-use, without any liability to the user.

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

2.14. Domain Name Purchases: If you use the Platform to purchase a domain name, Keri Digital, LLC will purchase it on your behalf, and Keri Digital, LLC will be the listed registrant. You must use the domain name in compliance with these Terms. If requested in writing, Keri Digital, LLC will transfer the domain name to you. A transfer fee may apply. You agree to indemnify and hold Keri Digital, LLC harmless from any claim or demand, including reasonable attorneys’ fees, arising from your use of such domain, including any breach of these Terms and any violations of applicable laws pertaining to the use of the domain name.

2.15. Customer Account Transfers: Keri Digital, LLC will not fulfill Sub-Account transfer requests made by your customers unless you have approved the transfer through our in-app transfer request process. Keri Digital, LLC will only fulfill transfers of Sub-Accounts without your approval if: (i) the Sub-Account has attempted to seek your approval through the in-app transfer request process, (ii) you have failed to respond to the Customer for at least 30 days, and (iii) either (a) your Platform Account has been canceled by you or force-canceled for non-payment and not reactivated within 30 days, or (b) your Platform Account has been suspended or terminated due to your breach of these Terms.

2.16. Ecommerce Product and Service Sales: You are solely responsible for the materials you sell through the Platform and/or Services, including descriptions, prices, fees, tax calculations, defects, required legal disclosures, regulatory compliance, offers, or promotional content. You must comply with all applicable laws and regulations. You agree to provide public-facing contact information, a refund policy, and order fulfillment timelines on your store using the Platform. Keri Digital, LLC does not provide refunds to your customers. Keri Digital, LLC does not pre-screen materials and retains the sole discretion to refuse or remove any materials from any part of the Platform if it determines that the materials you offer or upload violate our Code of Conduct or these Terms. You agree that Keri Digital, LLC can review and delete any or all of the materials submitted to the Platform and/or Services at any time, although Keri Digital, LLC is not obligated to do so. You acknowledge that the Platform and/or Services are not a marketplace and that any contract of sale made through the Platform and/or Services is directly between you and the customer. You are the seller of record for all items sold through the Platform and/or Services. You are responsible for the creation and operation of your store, your materials, the goods and services you sell through the Platform and/or Services, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer for their purchase, handling refunds, returns, sales or customer service, addressing fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violations of applicable laws (including consumer protection laws in any jurisdiction where you offer products or services for sale), or breaches of these Terms. You represent and warrant that your store, your materials, and the goods and services you sell through the Platform and/or Services will be true, accurate, complete, and compliant with all applicable laws, regulations, and third-party rights. For clarity, Keri Digital, LLC will not be the seller or merchant of record and will not be responsible for your store or items sold to customers through the Platform and/or Services. Keri Digital, LLC reserves the right to provide our Services and/or Platform to your competitors without guaranteeing exclusivity. You further acknowledge that Keri Digital, LLC employees and contractors may also be customers or merchants of Keri Digital, LLC and that they may compete with you. Keri Digital, LLC is not responsible for damages or lawsuits that arise if you violate the law, breach this agreement, or infringe on third-party rights. You must ensure that the terms and conditions applicable to your transactions with your customers do not conflict with these Terms.

White Labeling and Resale Minimum Advertised Price (MAP) Policy.

3.1. Resale Responsibilities: When reselling access to the Platform, you agree to be fully liable to your customers for their access to and use of the Platform. You are solely responsible for resolving all customer disputes and inquiries. If Keri Digital, LLC determines, at its discretion, that you are consistently and repeatedly failing to provide adequate resolutions to customer disputes and inquiries, or if we receive complaints that you are not responding to legitimate customer disputes or inquiries, we reserve the right to terminate your Platform Account.

3.2. Minimum Advertised Price Policy: 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 lower than the Standard Prices offered by Keri Digital, LLC (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. Offering any of the aforementioned features, or any other features not listed above, as a standalone product is not subject to the MAP Policy. The “Standard Price” for one Sub-Account is $459 USD for monthly subscriptions. Keri Digital, LLC reserves the right to change its Standard Prices at any time, for any reason. In the event of a change to Keri Digital, LLC’s Standard Prices, you are responsible for ensuring your continued compliance with the MAP Policy. Keri Digital, LLC may run special pricing offers, promotions, or discounts from time to time (“Special Pricing”). Keri Digital, LLC’s use of Special Pricing does not create an exception to the MAP Policy. Any changes to this MAP Policy will be communicated by updating these Terms or through other forms of communication deemed appropriate by Keri Digital, LLC at its discretion. The price at which you advertise 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.

3.3. Reseller Agreement and Insertion Orders: If you intend to resell our product, each client you onboard will require a separate Insertion Order (IO). We will issue the IO, which will clearly detail the subscription plan the client signs up for, the features they will have access to, and their payment terms. Additionally, the IO will outline how we will split our commission for each client.

3.4. Lifetime License 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 prior written approval from Keri Digital, LLC. Keri Digital, LLC reserves the right to grant exceptions and revoke any such exceptions to this restriction at its discretion.

3.5. Exceptions to MAP Policy:

3.5.1. Keri Digital, LLC retains the right to make exceptions to this MAP Policy at its sole and absolute discretion, at any time and for any reason. Such exceptions must be documented in writing and can be revoked at any time for any reason, also at the sole and absolute discretion of Keri Digital, LLC.

3.5.2. This MAP Policy does not extend to advertised prices displayed within physical retail locations where such prices are not disseminated or visible to customers outside of said location. Additionally, this policy does not apply to final prices disclosed to customers within online shopping carts, provided these final prices are not indexed by search engines or otherwise publicly displayed.

3.5.3. This MAP Policy does not apply in jurisdictions where minimum advertised price policies are legally prohibited. However, transmitting an advertised price lower than the MAP Policy from a jurisdiction where it is legally prohibited to customers in jurisdictions where it is permissible violates this policy.

3.5.4. For sales within the European Union and the United Kingdom, this MAP Policy does not prevent you from offering discounts or informing customers that the final price may differ from the advertised price.

3.6. White Label License and Restrictions.

3.6.1. White Label Licensing: Subject to adherence to these Terms, Keri Digital, LLC grants you a limited, non-exclusive, non-transferable, and revocable license to use the Platform, including its design and visual elements, for re-branding and reselling under your own white-label brand. This license automatically terminates if these Terms, this license, or any of the following restrictions are breached. You may modify parts of the Platform to integrate your name, logo, trademark, and color scheme within your designated area. You are solely responsible for any copyright, trademark, or intellectual property concerns related to your and your customers’ customized Platform appearance. Note that extensive customization may not be feasible to the extent it appears independently developed. Keri Digital, LLC reserves the right to remove any modifications at any time without notice and without liability. You may distribute your white-labeled Platform version on application store platforms; however, Keri Digital, LLC is not responsible for your ability to publish your white-labeled version on any app store.

3.6.2. Prohibited Practices: You must not engage in illegal, deceptive, misleading, or unethical activities, including disparaging the Platform or Services, or any practices detrimental to the Platform, Services, Keri Digital, LLC, or public interest. You shall not attempt to acquire any rights in the Platform or any components thereof. If any rights to the Platform are acquired by you, whether by law or otherwise, you hereby assign all such rights to Keri Digital, LLC at no cost. You must not represent yourself as an employee of Keri Digital, LLC or imply any association with Keri Digital, LLC when reselling Platform access. Customers should not be directed to contact Keri Digital, LLC for any reason, including support. You are prohibited from soliciting existing Keri Digital, LLC customers to cancel their Platform Account to subscribe to your white-label branded version of the Platform. You must not distribute marketing materials or advertising content that directly compares Keri Digital, LLC’s product to your white-label branded version or implies that your version is superior or has more features.

3.6.3. Suspension and Termination: Keri Digital, LLC reserves the right to suspend or terminate your ability to resell Platform access at its sole discretion, with or without notice, if you violate the MAP Policy, these Terms, or for any other reason at its sole and absolute discretion.

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. Keri Digital, LLC reserves the right to pursue all available remedies if you violate this Agreement, including the Code of Conduct. Remedies may include, but are not limited to, the termination of your Platform Account.

Payment:

5.1. Auto-Renewal and Fees: You must provide us with accurate and up-to-date billing information (including name, address, credit card information, and phone number) and notify us of any changes within 10 days. The usage of the Platform depends on the timely payment of your and your customers' fees. These fees may include, but are not limited to, subscription fees, communication surcharges, add-on service fees, or other usage-based fees incurred by you and your customers. Fee rates and amounts may change periodically. Subscription service fees are billed in advance on a monthly or annual basis, depending on your subscription plan. Usage-based fees, including but not limited to communication surcharges, will be billed monthly as separate line items on your invoice. We will automatically charge the card on file when your fees become due.

5.2. Rebilling and Wallets: Your Platform Account comes with a "wallet" feature that allows you to preload funds to purchase services through the Platform or support the rebilling of your customers' fees. The rebilling feature is enabled by default, and you can update your settings in your Platform Account if you wish to disable the rebilling feature or change the automatic reload amount. By using the wallet feature, you consent to Keri Digital, LLC deducting amounts from the wallet to cover any due fees. In the event of a negative wallet balance, we will automatically charge the credit card on file to cover the negative balance and add funds to avoid overdrafts. You consent to Keri Digital, LLC charging your credit card to prevent overdrafts.

5.3. Payment Disputes and Late Payments: If your credit card company declines or refuses to pay the amount owed for the services you have purchased, we will re-attempt to charge the card on file for 7 business days. If we are still unable to process the transaction after re-attempting, your Platform Account may be force-canceled for non-payment at Keri Digital, LLC’s sole discretion. Additionally, we may require you to pay any overdue fees and other amounts incurred (including third-party chargeback fees or penalties) by other means acceptable to us. If legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred, including attorney fees and other legal expenses. If 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 waive the right to pursue the dispute. You must act reasonably and in good faith and cooperate diligently with us to resolve any disputes. All Keri Digital, LLC determinations regarding your obligation to pay invoiced fees and charges are final.

5.4. Cancellations: You may cancel your subscription through your Platform Account, by submitting a support ticket, or by emailing our support team at [email protected] with a 30-day notice. You are solely responsible for canceling services associated with your account, and you will be responsible for all fees incurred until such cancellation occurs. No refunds will be provided for failure to properly cancel the services associated with your account.

5.5. Mark-ups: You are not permitted to mark-up or increase any Keri Digital, LLC fees that you pass on to your customers or third parties unless you are enrolled in the Pro or Enterprise Plan. You are solely responsible for all customer pass-through fees and related expenses, which include refunds and chargebacks of such fees. Keri Digital, LLC is not liable for resolving any issues or disputes between you and your customers regarding pass-through fees. You bear full responsibility for all financial transactions that you and your customers conduct on the Platform or while using the services, including those made through billing tools enabled by the services. You are also entirely accountable for all chargebacks related to your and your customers' activities, regardless of the reason for the chargeback. Additionally, you are responsible for collecting and remitting any taxes and government assessments related to your resale or markup of the services.

5.6. Refunds:

5.6.1. Nonrefundable Fees: All fees charged by Keri Digital, LLC are non-refundable, including subscription fees, communication surcharges, and fees for third-party services resold through the Platform. This applies regardless of whether you accessed or used the Platform Account or services during your subscription period. You are solely liable for any excess fees incurred due to errors or omissions made by you or a third party. Keri Digital, LLC does not provide refunds or credits for such errors or omissions or for partially used or unused Platform or services subscriptions. Unless required by law, Keri Digital, LLC reserves the right to issue or deny refunds or credits at its sole discretion, at any time, for any reason, and its determination is final.

5.6.2. Pre-paid and Minimum Commitment Subscriptions: Some services and third-party services resold by Keri Digital, LLC require pre-payment (e.g., ad-buying and other services). Unused or canceled pre-paid services are non-refundable. At its discretion, Keri Digital, LLC may issue account credits for future services if pre-paid services are canceled before being fully performed. Certain subscriptions require a non-cancellable minimum commitment that cannot be canceled until fulfilled. Fees for these commitments will continue to be automatically billed until the minimum commitment is met. Some add-on services or products, such as the HIPAA package, cannot be canceled or refunded once technically enabled on your Platform Account.

5.6.3. Wallet Credit Refunds: If your services are canceled, terminated, or expired, it is your responsibility to request a refund for any remaining amounts in your account’s "wallet" from Keri Digital, LLC. Any amounts remaining in the "wallet" for over thirty (30) days after expiration, termination, or cancellation of your Platform Account will automatically become the property of Keri Digital, LLC.

5.7. Taxes and Government Assessments: All fees exclude any sales, VAT, GST, and use taxes, levies, fees, duties, interest, penalties, and other governmental assessments ("Taxes") unless otherwise stated in these Terms. Business entities with a valid VAT or GST identification number must provide Keri Digital, LLC with their VAT or GST identification number. You confirm that Keri Digital, LLC can rely on the VAT or GST number provided. Where applicable by law, Keri Digital, LLC 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 solely responsible for taxes associated with your use of the Platform, including all taxes on transactions conducted with your customers. Keri Digital, LLC may collect taxes from you as part of the fees as legally required or as it deems appropriate, and all determinations regarding which taxes to collect are final. Failure to provide a valid VAT or GST identification number may result in VAT or GST being assessed by Keri Digital, LLC. 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. Keri Digital, LLC may recalculate and collect additional taxes from you if it determines they are due. You will indemnify Keri Digital, LLC for all claims related to taxes associated with your activities on the Platform, including taxes related to transactions with your customers. Taxes are nonrefundable. You confirm that Keri Digital, LLC can rely on the name and address you provide when agreeing to the fees or in connection with your payment method as the place of supply for tax purposes or as the place of supply for VAT purposes where you have established your business. Without limiting the generality of this section, if any amount payable by you to Keri Digital, LLC is subject to any withholding or similar taxes, you shall pay all withholding taxes without any reduction in the fees and taxes charged above.

Affiliate Program: Keri Digital, LLC offers an Affiliate Program that allows participants to earn commissions by referring new customers. Your participation in the Affiliate Program is subject to Keri Digital, LLC’s approval and your acceptance of the Affiliate Agreement, which is available here and incorporated by reference. To earn and receive commission payouts, you must establish a payment account linked to your Keri Digital, LLC account. Commissions may be forfeited if Keri Digital, LLC is unable to submit payment to your payment account for any reason. Employees of Keri Digital, LLC are not eligible to participate in the Affiliate Program or earn commissions for at least six (6) months after the termination of their employment.

Intellectual Property:

7.1. User Contributions: All User Contributions are considered non-confidential and non-proprietary. By submitting User Contributions, you grant Keri Digital, LLC and our service providers, licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and disclose these contributions to third parties solely to fulfill our obligations under these Terms. Keri Digital, LLC is not responsible or liable for the content or accuracy of any User Contributions, nor does it endorse them. Keri Digital, LLC is also not liable for any failure or delay in removing User Contributions that violate these Terms, and we reserve the right to remove any User Contributions deemed in violation of these Terms at any time, with or without notice. By submitting User Contributions, you represent and warrant that you own or control all rights in and to the User Contributions and have the right to grant the license specified above; that all your User Contributions comply with these Terms; and that you understand and acknowledge that you are responsible for the legality, reliability, accuracy, and appropriateness of your User Contributions.

7.2. Restricted User Contributions: You are prohibited from posting User Contributions that: (i) are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or include graphic descriptions of sexual or violent content; (ii) victimize, harass, degrade, or intimidate an individual or group based on 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 rights of any party; or (iv) breach the security of, compromise, or 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.

7.3. Feedback: When you provide Feedback, you agree that your submission is voluntary, non-confidential, and provided without expectation of any obligation from Keri Digital, LLC. By submitting Feedback, you grant Keri Digital, LLC and its designees a perpetual, irrevocable, non-exclusive, fully-paid, and royalty-free license to use, reproduce, modify, prepare derivative works of, combine with other works, translate, distribute, display, perform, and license your Feedback globally, in any media now known or hereafter developed, without restriction, payment, or other consideration.

7.4. Feedback Waiver: By submitting Feedback, you irrevocably release and discharge Keri Digital, LLC from any claims, damages, liabilities, and demands related to the Feedback, including how Keri Digital, LLC uses the Feedback. You also agree to defend, indemnify, and hold Keri Digital, LLC harmless from any claims, damages, losses, costs, fees, fines, or expenses arising from Keri Digital, LLC’s use of the Feedback in accordance with these Terms.

7.5. Data Usage: Keri Digital, LLC may access, collect, analyze, and use data, information, or insights generated or derived from the use and performance of the Platform, Services, and related technologies (“Usage Data”) as outlined in our Privacy Policy. Keri Digital, LLC owns all such Usage Data. If Keri Digital, LLC decides to disclose any Usage Data, it will be anonymized and presented in aggregate form, ensuring it does not identify you or your customers and does not allow a third party to identify you or your customers.

Disclaimers

Keri Digital, LLC does not guarantee that your business will be profitable or that you will make money using the Platform or Services. Except as otherwise stated in these Terms, Keri Digital, LLC is not providing any business opportunities through the use of the Platform and/or Services.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK, AND YOU ALONE ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR DATA LOSS THAT RESULTS FROM SUCH USE. KERI DIGITAL, LLC IS NOT RESPONSIBLE FOR THE DELETION OR FAILURE TO STORE ANY INFORMATION OR CONTENT MAINTAINED OR TRANSMITTED THROUGH THE PLATFORM.

WITHOUT LIMITING THE ABOVE, WE MAKE NO WARRANTIES THAT (A) THE PLATFORM WILL MEET YOUR NEEDS, (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS OBTAINED FROM USING 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 NETWORKS ARE INHERENTLY INSECURE. THEREFORE, KERI DIGITAL, LLC IS NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF YOUR DATA WHILE IN TRANSIT OVER THE INTERNET OR A TELECOMMUNICATIONS NETWORK.

KERI DIGITAL, LLC DOES NOT WARRANT ANY TRANSACTIONS CONDUCTED THROUGH A THIRD PARTY OR THIRD-PARTY SERVICES IN CONNECTION WITH THE PLATFORM. SUCH TRANSACTIONS ARE AT YOUR OWN RISK. ANY WARRANTIES PROVIDED WITH THIRD-PARTY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM ARE PROVIDED SOLELY BY THE THIRD PARTY.

WE RESERVE THE RIGHT TO MODIFY OR DISCONTINUE THE PLATFORM, INCLUDING ANY SERVICES OR FEATURES, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE ARE NOT LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE THIS RIGHT. MODIFICATIONS MAY INCLUDE CHANGES IN PRICING STRUCTURE AND ADDITIONS OF FREE OR FEE-BASED SERVICES. ANY NEW FEATURES THAT ENHANCE CURRENT SERVICES ON THE PLATFORM WILL 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 YOUR LOCAL LAWS.

BETA PRODUCTS OR EARLY RELEASE PRODUCTS: FROM TIME TO TIME, YOU MAY BE OFFERED THE OPPORTUNITY TO USE EARLY RELEASE OR BETA PRODUCTS, FEATURES, OR DOCUMENTATION ("BETA PRODUCTS") FROM KERI DIGITAL, LLC. THESE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES. KERI DIGITAL, LLC 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. EITHER YOU OR KERI DIGITAL, LLC MAY TERMINATE YOUR ACCESS TO BETA PRODUCTS AT ANY TIME.

Limitation of Liability, Indemnification, and Mitigation:

In the event of any claims arising from these Terms or your use of the Platform or Services, your sole remedy and our entire liability will be limited to the amount you paid us for Services purchased on the Platform in the three (3) months preceding the event giving rise to the claim. This limitation does not apply if you are using the free Services. In such cases, if Keri Digital, LLC is deemed liable, our total liability is capped at one hundred U.S. dollars.

UNDER NO CIRCUMSTANCES WILL KERI DIGITAL, LLC BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM MALICIOUS CODE, LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM, THIRD-PARTY SERVICES, OR ANY WEBSITES REFERENCED OR LINKED TO FROM THE PLATFORM.

FURTHERMORE, KERI DIGITAL, LLC SHALL NOT BE LIABLE FOR ANY ISSUES RELATED TO THIRD-PARTY SERVICES OR DISRUPTIONS THEREOF, THIRD-PARTY PROMISES OR STATEMENTS ABOUT OUR SERVICES OR CONTENT, OR TRANSACTIONS WITH THIRD PARTIES THROUGH THE PLATFORM, INCLUDING ORDER PROCESSING.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE REFER TO YOUR LOCAL LAWS.

You agree to defend, indemnify, and hold Keri Digital, LLC harmless from all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs, or expenses (including reasonable attorneys’ fees and investigation costs) directly or indirectly arising from or connected with your use of the Platform, including but not limited to: (a) our use of or reliance on information or data provided by you, your employees, agents, or customers; (b) any breach or default under these Terms by you, your employees, agents, or customers; (c) wrongful use or possession of any Keri Digital, LLC property by you, your employees, agents, or customers; (d) any negligence, gross negligence, or willful misconduct by you, your employees, agents, or customers; (e) misrepresentations by you, your employees, agents, or customers; (f) violations of applicable law by you, your employees, agents, or customers; (g) your actions and those of your employees, agents, or customers; (h) acts or omissions by you, your employees, agents, or customers regarding notice and consents for SMS, MMS, email, or other communications using the Services; (i) Taxes and other Fees; and/or (j) any disputes involving (1) you and other users, (2) you and your client(s), and/or (3) you and your customers.

If the Platform is found to infringe any third-party intellectual property rights, we may, at our discretion: (a) obtain the right for you to continue using the Platform as intended; (b) modify or replace the Platform, in whole or in part, to make it non-infringing; or (c) require you to immediately cease any use of the Platform.

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.

Injunctive Relief:

You agree that a breach of these Terms will cause irreparable injury to Keri Digital, LLC for which monetary damages would not be an adequate remedy, and Keri Digital, LLC 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.

Waiver and Severability:

No waiver by Keri Digital, LLC of any 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 Keri Digital, LLC 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 necessary so that the remaining provisions of the Terms will continue in full force and effect.

Change of Control:

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

Entire Agreement:

Subject to the exceptions noted below, these Terms represent the comprehensive and exclusive agreement between you and Keri Digital, LLC regarding the Platform, superseding all prior and contemporaneous agreements, understandings, representations, and warranties, whether written or oral, related to the Platform. These Terms cannot be altered, supplemented, or amended by any other document(s) unless such document is signed by an authorized representative of Keri Digital, LLC.

Keri Digital, LLC may enter into a separate agreement with you. Any such separate agreement will be considered part of the overall agreement between you and Keri Digital, LLC. In the event of a conflict between these Terms and the terms of your separate agreement with Keri Digital, LLC, the terms of the separate agreement will take precedence.

Term and Termination: These Terms will remain in effect as long as you maintain a Platform Account. The provisions of these Terms that are intended to survive the termination of your Platform Account will continue to be binding even after you cease to be a Platform user

15.1. Grounds for Termination: Keri Digital, LLC reserves the right, at its sole discretion, to suspend or terminate your access to the Platform (or any part thereof) for any reason, with or without notice. This includes any suspected fraudulent, abusive, or illegal activity, which may also be reported to the relevant authorities. Additionally, Keri Digital, LLC may delete Platform Accounts that have been inactive for ninety (90) days or more. Keri Digital, LLC shall not be liable for any claims, damages, costs, or losses resulting from such suspension or termination.

15.2. No Right to Services Upon Termination: Upon termination, regardless of the reason, your right to use the Platform will immediately cease. Keri Digital, LLC is not responsible for any claims, damages, or losses arising from the termination or suspension of your Platform access.

15.3. No Termination by Third Party Users: Keri Digital, LLC's access to subscriptions not directly purchased from us is limited. If you received access to the Platform from a party other than Keri Digital, LLC, you must contact that party for any inquiries related to termination.

15.4. Force Majeure: Keri Digital, LLC will not be held liable for non-delivery or delays in delivering the Platform or any associated products or services due to events beyond our reasonable control. These events include, but are not limited to, labor disturbances, war, fire, accidents, adverse weather conditions, transportation difficulties, governmental actions, regulations, and other similar occurrences, whether foreseeable or not.

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 the State of Delaware 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 Wilmington, Delaware. 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.

Communications and Contact Information:

All notices to a party shall be in writing and sent via email. Notices to Keri Digital, LLC must be sent to [email protected]. You agree to allow us to send notices to you through the email address you provided when registering, or to any address we have on record. Notices are effective upon receipt.

Keri Digital, LLC 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 Keri Digital, LLC, you can click on the “unsubscribe link” provided in such communications or contact us at [email protected].

When you create a Platform Account, you must designate a primary email address for receiving electronic communication related to these Terms. Keri Digital, LLC 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 Keri Digital, LLC, do not respond to it and notify Keri Digital, LLC by emailing us at [email protected].

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

Counterparts and Signatures:

This Agreement may be executed in one or more counterparts each of which shall be deemed an original for all purposes and all of which, taken together, shall constitute one and the same instrument. When fully executed, this Agreement will be deemed effective as of the date first above written without regard to the dates or times on which it was so executed. Executed counterparts of this Agreement may be delivered by electronic facsimile transmission or via Printable Display Format documents sent via electronic mail and shall be deemed adequate evidence of execution without the necessity of delivery of original signatures. By signing below, the undersigned individual certifies that s/he has been duly authorized by Client to sign this Agreement on its behalf and that s/he has the authority legally to bind Client to the terms and obligations set forth in this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.