Terms of Service

1. Parties and Agreement

These Terms of Service (these "Terms") constitute a legally binding agreement between you ("User," "you," or "your") and NorthQuinn Inc., a Delaware corporation doing business as CanvasrIQ ("CanvasrIQ," "we," "our," or "us"), governing your access to and use of the CanvasrIQ website located at canvasriq.com and the CanvasrIQ lead generation platform and all associated services, features, content, and functionality (collectively, the "Service").

These Terms incorporate by reference our Privacy Notice located at canvasriq.com/privacy.html, which describes how we collect, use, and disclose personal information in connection with the Service. By using the Service, you also acknowledge and agree to the terms of our Privacy Notice.

2. Description of Service

CanvasrIQ is a software-as-a-service lead generation platform designed for licensed insurance agents and agency professionals. The Service provides access to business and professional contact data aggregated from publicly available sources, including Google Maps, LinkedIn, and publicly indexed web directories. The Service enables users to search, filter, view, and export this data in connection with their insurance sales and prospecting activities.

The Service is currently in a pre-launch phase. Access to the full platform will be made available to registered waitlist members following the commercial launch of the Service. The timing of the commercial launch, the features included at launch, and the terms of access are subject to change at CanvasrIQ's sole discretion.

The Service also includes, as a separately licensed module, the CanvasrIQ AI Voice Agent, which provides AI-powered outbound calling, lead qualification, and appointment booking functionality. The AI Voice Agent module is not included in standard subscription plans and is subject to additional terms communicated at the time of purchase.

3. Eligibility and Account Registration

3.1 Eligibility

The Service is intended for use by licensed insurance agents, agency owners, and insurance industry professionals who are at least 18 years of age and have the legal authority to enter into binding contracts under applicable law. By registering for the Service or joining our waitlist, you represent and warrant that you meet these eligibility requirements.

The Service is not intended for use by consumers seeking insurance products, individuals under the age of 18, or any person or entity prohibited from using the Service under applicable law.

3.2 Account Registration

To join the CanvasrIQ waitlist or to access the Service following launch, you will be required to provide accurate, complete, and current information, including your name, email address, telephone number, state of licensure, and insurance line(s) of practice. You are solely responsible for maintaining the accuracy of the information you provide and for promptly updating any information that becomes inaccurate or outdated.

3.3 Account Security

Upon the commercial launch of the Service, you will be responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of account security at hello@canvasriq.com. CanvasrIQ will not be liable for any loss or damage arising from your failure to maintain the security of your account credentials.

4. Acceptable Use and Regulatory Compliance

4.1 Permitted Use

Subject to these Terms, CanvasrIQ grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for your own internal business purposes in connection with your licensed insurance activities. You may not use the Service for any other purpose without our prior written consent.

4.2 User Compliance Obligations

The Service provides tools, data, and technology. You are solely and exclusively responsible for how you use the Service and for ensuring that all of your activities in connection with the Service — including without limitation your use of any contact data obtained through the Service to conduct outreach, solicitation, or marketing activities — comply with all applicable federal, state, and local laws, rules, and regulations, including but not limited to:

• The Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, and its implementing regulations, including all requirements relating to prior express written consent, calling hour restrictions, abandoned call rates, and required disclosures
• The Federal Trade Commission's Telemarketing Sales Rule (TSR), 16 C.F.R. Part 310
• The National Do Not Call Registry and all applicable state do-not-call registries, including applicable safe harbor, scrubbing, and registration requirements
• The CAN-SPAM Act of 2003, 15 U.S.C. § 7701 et seq., and all requirements relating to commercial email identification, opt-out mechanisms, and physical address disclosure
• All state-specific insurance solicitation, licensing, and telemarketing laws applicable to the state(s) in which you are licensed and in which you conduct outreach activities
• All applicable data protection and privacy laws, including the California Consumer Privacy Act (CCPA), the California Privacy Rights Act (CPRA), and any comparable state privacy statutes
• LinkedIn's Terms of Service, User Agreement, and Professional Community Policies with respect to any data sourced from or relating to LinkedIn
• Google's Terms of Service and Maps Platform Terms of Service with respect to any data sourced from or relating to Google Maps

CanvasrIQ makes no representation or warranty that the data provided through the Service is suitable for any particular outreach purpose or that your use of such data will comply with applicable law. Prior to initiating any outreach campaign using data obtained through the Service, you are strongly encouraged to consult with a licensed attorney and your state insurance department to confirm that your intended use complies with all applicable requirements. The existence of compliance-oriented features within the Service, including without limitation the AI Voice Agent's TCPA compliance features, does not constitute legal advice and does not guarantee that your use of the Service will comply with applicable law.

4.3 Prohibited Uses

You agree not to use the Service to:

• Contact any individual or business that has registered on the National Do Not Call Registry or any applicable state do-not-call registry, except as permitted by applicable law (including applicable safe harbor provisions)
• Send unsolicited commercial email communications without the recipient's prior consent or in violation of the CAN-SPAM Act
• Conduct outreach to individuals or businesses without obtaining prior express written consent where required by the TCPA or applicable state law
• Harass, threaten, intimidate, or engage in abusive conduct toward any individual or business
• Resell, sublicense, redistribute, or transfer lead data obtained through the Service to any third party
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Service
• Use automated tools, bots, scripts, or other unauthorized means to access, scrape, or extract data from the Service beyond your subscribed usage tier
• Use the Service in any manner that could damage, disable, overburden, or impair the Service or the servers or networks connected to the Service
• Circumvent, disable, or interfere with security-related features of the Service, including features that prevent or restrict use or copying of content
• Use the Service to engage in any fraudulent, deceptive, or illegal activity
• Use the Service in connection with any unlicensed insurance activity
• Use the Service in any manner that violates the rights of any third party, including intellectual property rights, privacy rights, or publicity rights

4A. AI Voice Agent — Additional Terms and Conditions

This Article 4A applies exclusively to subscribers who have purchased and enabled the CanvasrIQ AI Voice Agent module (the "Voice Agent"). By activating or using the Voice Agent, you agree to be bound by these additional terms, which supplement and are incorporated into the Terms of Service. In the event of any conflict between this Article 4A and the other provisions of these Terms with respect to the Voice Agent, this Article 4A will control.

4A.1 Nature of the Voice Agent Service

The Voice Agent is an AI-powered outbound calling module that places automated telephone calls on behalf of subscribing agents, conducts natural language qualification conversations with called parties, and books appointments into the subscriber's integrated scheduling platform. The Voice Agent operates using artificial intelligence and machine learning technologies to generate conversational responses, assess prospect qualification, handle objections, and route interactions in real time.

You acknowledge and agree that: (a) calls placed by the Voice Agent are automated telephone calls within the meaning of the TCPA and applicable FCC regulations; (b) the Voice Agent is not a human being, and calls placed by the Voice Agent will include a disclosure identifying the call as automated at the outset of each call; and (c) the Voice Agent's conversational outputs are AI-generated and do not constitute statements, representations, or warranties of CanvasrIQ, NorthQuinn Inc., or any human agent or employee.

4A.2 Subscriber Eligibility and Onboarding Requirements

Access to the Voice Agent is subject to the following eligibility and onboarding requirements, in addition to the general eligibility requirements set forth in Section 3:

• You must hold a valid insurance license in each state in which you intend to use the Voice Agent to conduct outreach, and such license must authorize you to solicit the lines of insurance for which you intend to use the Voice Agent
• You must complete CanvasrIQ's Voice Agent onboarding process, including execution of any supplemental agreements, provision of required compliance documentation, and configuration of required compliance settings before making any outbound calls
• You must register your organization as a "Seller" under the FTC Telemarketing Sales Rule with the National Do Not Call Registry and obtain a Subscription Account Number (SAN) if required by your calling volume and the nature of your outreach activities
• You must provide CanvasrIQ with accurate information regarding the states in which you intend to conduct outreach so that appropriate state-specific compliance configurations can be applied to your account
• You must maintain current and valid errors and omissions (E&O) insurance with coverage limits appropriate to your practice and the nature of your outreach activities

4A.3 TCPA and Telemarketing Compliance Obligations

The Voice Agent places automated telephone calls using an artificial or prerecorded voice as those terms are construed under the TCPA and applicable FCC regulations. You are solely and exclusively responsible for ensuring that every call placed through the Voice Agent complies with all applicable requirements of the TCPA, the FCC's implementing regulations at 47 C.F.R. § 64.1200, and the FTC Telemarketing Sales Rule. Without limiting the foregoing, you represent, warrant, and covenant that:

• Prior express written consent: You have obtained, and maintain records of, valid prior express written consent from each called party before placing any automated call to a wireless telephone number, in accordance with the FCC's prior express written consent requirement under 47 C.F.R. § 64.1200(a)(2), and that such consent satisfies all applicable requirements including clear and conspicuous disclosure, an affirmative opt-in mechanism, and retention of a signed written agreement
• Do Not Call compliance: You have scrubbed all telephone numbers against the National Do Not Call Registry and all applicable state do-not-call registries within the 31-day period immediately preceding any outreach campaign, maintain a subscription to the National Do Not Call Registry as required by the TSR, and have established and maintain a company-specific do-not-call list that is updated no less frequently than every 30 days
• Calling hour restrictions: All outbound calls placed through the Voice Agent are made only between 8:00 a.m. and 9:00 p.m. local time of the called party, in compliance with 47 C.F.R. § 64.1200(c)(1), and you have configured Voice Agent calling schedules accordingly
• Identification requirements: Each call placed by the Voice Agent includes at the outset a disclosure of the name of the agent on whose behalf the call is being placed, the purpose of the call, and a telephone number at which the called party can reach the agent or request to be placed on the agent's do-not-call list
• Abandoned call rate: You will monitor and ensure that the Voice Agent does not exceed the maximum permissible abandoned call rate of three percent (3%) per campaign per thirty-day period in accordance with 47 C.F.R. § 64.1601(d) and FTC TSR requirements, and will promptly investigate and remediate any abandonment rate exceedance
• State-specific requirements: You have reviewed and comply with all state-specific telemarketing, insurance solicitation, and automated calling laws applicable in each state in which you conduct outreach, including without limitation all-party consent recording requirements, state do-not-call registration requirements, and any state-specific disclosures required for insurance solicitation calls

4A.4 Call Recording — Subscriber Obligations

The Voice Agent records all outbound calls placed on your behalf. You are solely responsible for ensuring that the recording of calls placed through the Voice Agent complies with all applicable federal and state wiretapping, eavesdropping, and telephone recording consent laws. You specifically acknowledge and agree that:

• Federal law (18 U.S.C. § 2511) and the laws of numerous states require the consent of all parties to a telephone call before that call may be lawfully recorded. States imposing all-party consent requirements include, without limitation, California, Connecticut, Delaware, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Oregon, Pennsylvania, and Washington, as well as other states whose laws may have changed after the effective date of these Terms
• You are responsible for verifying the all-party consent requirements applicable in each state in which you conduct outreach and for ensuring that the Voice Agent's consent disclosure language and delivery mechanism are sufficient to satisfy those requirements under applicable law
• You will not disable, modify, or bypass the Voice Agent's call recording disclosure feature, and you acknowledge that doing so may expose you to significant civil and criminal liability
• You will maintain records of all consent disclosures provided to called parties in connection with call recording for a minimum of four (4) years or such longer period as may be required by applicable law
• CanvasrIQ's provision of call recording functionality does not constitute a representation that recording calls placed through the Voice Agent is lawful in any particular jurisdiction. CanvasrIQ expressly disclaims any representation or warranty regarding the legal sufficiency of the Voice Agent's consent disclosure language in any jurisdiction

4A.5 Data Ownership and Access

As between CanvasrIQ and you, you retain ownership of the call recordings, transcripts, and associated metadata generated through your use of the Voice Agent (collectively, "Voice Agent Data"), subject to the licenses and rights granted to CanvasrIQ herein. You grant CanvasrIQ a limited, non-exclusive license to store, process, and use Voice Agent Data: (a) to provide the Voice Agent service to you; (b) to generate transcripts, outcome classifications, and quality assurance reports; (c) in anonymized or aggregated form, to improve the performance and accuracy of the Voice Agent's AI systems; and (d) as required to comply with applicable law.

CanvasrIQ will make Voice Agent Data available to you through the Voice Agent dashboard for the duration of your subscription and for a period of ninety (90) days following termination of your Voice Agent subscription, after which Voice Agent Data will be subject to CanvasrIQ's standard retention and deletion schedules set forth in the Privacy Notice.

4A.6 Prohibited Voice Agent Conduct

In addition to the prohibited uses set forth in Section 4.3, you agree not to use the Voice Agent to:

• Place calls to any individual who has previously requested to be placed on your company-specific do-not-call list or who has revoked consent to receive automated calls from you or your organization
• Place calls using any telephone number that has not been properly provisioned in compliance with applicable FCC rules and Twilio's Acceptable Use Policy
• Misrepresent the identity of the calling party, the nature of the call, or the product or service being solicited
• Engage in any deceptive or unfair practice as defined under the Federal Trade Commission Act, 15 U.S.C. § 45, or any comparable state consumer protection statute
• Use the Voice Agent to solicit any insurance product or service for which you are not currently licensed in the state in which the called party is located
• Attempt to circumvent, modify, or manipulate the Voice Agent's built-in TCPA compliance features, DNC scrubbing functionality, calling hour restrictions, or consent disclosure mechanisms
• Use the Voice Agent in connection with any product or service other than insurance products and services for which you hold a valid license
• Use the Voice Agent to place calls to healthcare providers, government officials, or other categories of called parties subject to heightened calling restrictions under applicable law, without implementing all legally required additional compliance measures

4A.7 Telephony Infrastructure and Number Provisioning

Outbound calls placed through the Voice Agent are routed through Twilio Inc.'s cloud communications infrastructure. You agree to comply with Twilio's Acceptable Use Policy, available at twilio.com/en-us/legal/aup, in connection with your use of the Voice Agent. Telephone numbers used by the Voice Agent are provisioned through Twilio and are subject to applicable FCC regulations, including without limitation the STIR/SHAKEN call authentication framework and Twilio's number provisioning requirements.

You acknowledge that the ability to place calls through the Voice Agent is dependent on the availability and performance of Twilio's infrastructure and related third-party services, and that CanvasrIQ does not guarantee uninterrupted calling service. CanvasrIQ will not be liable for any interruption, degradation, or unavailability of calling services resulting from actions or omissions of Twilio or other telecommunications carriers.

4A.8 Voice Agent Compliance Indemnification

In addition to your general indemnification obligations under Section 13, you specifically agree to indemnify, defend, and hold harmless CanvasrIQ and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, fines, penalties, and costs (including reasonable attorneys' fees) arising out of or relating to:

• Any alleged or actual violation of the TCPA, the TSR, any state telemarketing law, or any state or federal wiretapping or recording consent law arising from your use of the Voice Agent
• Any claim by a called party or regulatory authority arising from calls placed through the Voice Agent on your behalf
• Your failure to obtain legally valid prior express written consent before placing automated calls through the Voice Agent
• Your failure to comply with Do Not Call registry requirements in connection with your use of the Voice Agent
• Any enforcement action, investigation, fine, or penalty imposed by the FCC, FTC, a state attorney general, or any other regulatory authority arising from your use of the Voice Agent
• Any TCPA class action or other collective proceeding arising from calls placed through the Voice Agent on your behalf

4A.9 Suspension and Termination of Voice Agent Access

In addition to CanvasrIQ's general termination rights under Section 14, CanvasrIQ may immediately suspend or terminate your access to the Voice Agent, without notice, if CanvasrIQ determines in its sole discretion that: (a) your use of the Voice Agent is creating or may create material legal or regulatory risk for CanvasrIQ or Twilio; (b) you have violated or are in violation of any applicable TCPA, TSR, or state telemarketing requirement; (c) CanvasrIQ has received complaints, regulatory inquiries, or legal process relating to calls placed through your Voice Agent account; (d) your abandoned call rate has exceeded permissible limits; or (e) you have violated any provision of this Article 4A.

CanvasrIQ will provide you with notice of suspension as soon as practicable following the decision to suspend, provided that CanvasrIQ's obligation to provide notice will not delay any suspension necessary to protect CanvasrIQ, Twilio, or called parties from ongoing harm.

4A.10 No Legal Compliance Guarantee

THE VOICE AGENT'S BUILT-IN COMPLIANCE FEATURES, INCLUDING WITHOUT LIMITATION TCPA COMPLIANCE LOGIC, DNC REGISTRY SCRUBBING, CALLING HOUR ENFORCEMENT, CONSENT DISCLOSURE DELIVERY, AND CALL RECORDING DISCLOSURES, ARE PROVIDED AS TOOLS TO SUPPORT YOUR COMPLIANCE EFFORTS. THEY DO NOT CONSTITUTE LEGAL ADVICE, DO NOT GUARANTEE COMPLIANCE WITH APPLICABLE LAW IN ANY JURISDICTION, AND DO NOT SUBSTITUTE FOR YOUR INDEPENDENT LEGAL ANALYSIS AND COMPLIANCE PROGRAM. CANVASRIQ EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE LEGAL SUFFICIENCY OF THE VOICE AGENT'S COMPLIANCE FEATURES IN ANY PARTICULAR JURISDICTION OR USE CASE.

5. Waitlist, Early Access, and Promotional Offers

5.1 Waitlist Registration

By joining the CanvasrIQ waitlist, you express interest in the Service and agree to receive communications regarding the launch, product updates, and promotional offers. Waitlist registration does not constitute a binding commitment by CanvasrIQ to provide access to the Service, guarantee any particular pricing, or guarantee access to any specific features or functionality.

5.2 Fifty Free Leads Offer

CanvasrIQ has extended an offer to provide fifty (50) complimentary leads to eligible waitlist members upon the commercial launch of the Service. This offer is subject to the following conditions:

• You must be a licensed insurance agent or agency professional to redeem the offer
• The offer is limited to one redemption per individual user and per agency
• Free leads are provided as a one-time promotional credit applied at the time of account activation and are not transferable, exchangeable for cash, or redeemable after account activation
• CanvasrIQ reserves the right to modify, suspend, or discontinue this offer at any time prior to redemption, with or without notice, at its sole discretion
• Free leads are provided "as is" and are subject to the same disclaimers and limitations applicable to the Service generally

5.3 Founding Agent Program

CanvasrIQ may from time to time offer a "Founding Agent Program" or similar early access program with special pricing or benefits. Participation in any such program is subject to additional terms communicated at the time of enrollment. CanvasrIQ reserves the right to modify or discontinue any such program at any time.

6. Subscription Plans and Payment Terms

6.1 Subscription Plans

Following the commercial launch of the Service, access to the full platform will be available on a subscription basis. CanvasrIQ currently offers the following subscription tiers, each subject to the lead volume allocations and features described on the pricing page at canvasriq.com:

• Canvasser: 500 leads per month
• Producer: 2,000 leads per month
• Rainmaker: 5,000 leads per month
• Agency: 16,000 leads per month with team seats

CanvasrIQ reserves the right to modify subscription plan pricing, features, and lead allocations at any time, provided that any such changes will not take effect with respect to existing active subscriptions until the start of the next billing cycle, with reasonable advance notice.

6.2 Payment

Subscription fees are billed in advance on a monthly basis. All fees are due and payable in United States dollars. You authorize CanvasrIQ to charge your designated payment method for all applicable subscription fees on the applicable billing date. If payment is not received by the due date, CanvasrIQ reserves the right to suspend or terminate your access to the Service.

6.3 No Refunds

All subscription fees are non-refundable except as required by applicable law. If you cancel your subscription, you will continue to have access to the Service through the end of your current billing period, after which your access will terminate. We do not provide prorated refunds for partial billing periods.

6.4 Taxes

You are responsible for all applicable taxes, levies, and duties imposed by taxing authorities in connection with your use of the Service, excluding taxes imposed on CanvasrIQ's net income.

7. Intellectual Property Rights

7.1 CanvasrIQ Ownership

The Service and all content, features, and functionality thereof, including but not limited to the software, algorithms, code, text, graphics, user interface, design, compilation, and underlying technology (collectively, "CanvasrIQ IP"), are owned by NorthQuinn Inc. and are protected by United States and international intellectual property laws, including copyright, patent, trademark, and trade secret laws. These Terms do not transfer any ownership rights in the CanvasrIQ IP to you.

7.2 License Grant

Subject to your compliance with these Terms and payment of applicable fees, CanvasrIQ grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your own internal business purposes as described herein. This license does not include the right to reproduce, distribute, publicly display, modify, or create derivative works from any CanvasrIQ IP.

7.3 Lead Data License

Contact and business data provided through the Service ("Lead Data") is aggregated from publicly available third-party sources. CanvasrIQ grants you a limited, non-exclusive, non-transferable license to use Lead Data solely for your own internal insurance prospecting and sales activities. You may not resell, sublicense, redistribute, or otherwise transfer Lead Data to any third party. All Lead Data is provided "as is," and CanvasrIQ makes no representations or warranties regarding the accuracy, completeness, or currency of any Lead Data.

7.4 Feedback

If you provide CanvasrIQ with any suggestions, feedback, or recommendations regarding the Service ("Feedback"), you hereby grant CanvasrIQ a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate such Feedback into the Service without any obligation of compensation or attribution.

7.5 Trademarks

"CanvasrIQ," "NorthQuinn," and associated logos and marks are trademarks or service marks of NorthQuinn Inc. Nothing in these Terms grants you any right to use such marks. All other trademarks referenced in the Service are the property of their respective owners.

8. Data and Lead Information

8.1 Nature of Lead Data

Lead Data provided through the Service is sourced from publicly available information, including information listed on Google Maps, LinkedIn, and publicly indexed websites. CanvasrIQ does not warrant or guarantee the accuracy, completeness, or timeliness of any Lead Data. Lead Data reflects information that was publicly available at the time of collection and may not reflect subsequent changes.

8.2 No Guarantee of Results

CanvasrIQ makes no representation or warranty that Lead Data will result in successful contacts, sales, appointments, or any particular business outcome. The effectiveness of any lead generation or prospecting activity depends on numerous factors beyond CanvasrIQ's control, including the quality of your outreach, market conditions, and the current status of the businesses or individuals you contact.

8.3 Your Data Responsibilities

You are solely responsible for verifying the accuracy of Lead Data before use, conducting appropriate due diligence, including Do Not Call registry scrubbing and consent verification where required, and ensuring that your use of Lead Data complies with all applicable laws as described in Section 4 above. CanvasrIQ is not responsible for any harm resulting from your failure to conduct appropriate pre-outreach due diligence.

9. Privacy

Our collection and use of personal information in connection with the Service is described in our Privacy Notice, located at canvasriq.com/privacy.html, which is incorporated into these Terms by reference. By using the Service, you consent to the collection and use of your personal information as described in the Privacy Notice.

10. Third-Party Services and Integrations

The Service may integrate with or link to third-party services, platforms, or tools, including but not limited to calendar scheduling services, customer relationship management platforms, and calling infrastructure providers. Your use of any third-party services in connection with the Service is governed by the terms and privacy policies of those third-party services, and CanvasrIQ is not responsible for the practices, terms, or reliability of any third-party service.

CanvasrIQ does not endorse any third-party service and makes no representation or warranty regarding the performance, security, or availability of any third-party service. CanvasrIQ reserves the right to modify, suspend, or discontinue any third-party integration at any time without liability.

11. Disclaimers and Warranties

THE SERVICE AND ALL CONTENT, DATA, AND FUNCTIONALITY PROVIDED THROUGH THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CANVASRIQ EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (C) WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (D) WARRANTIES AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF ANY LEAD DATA OR OTHER CONTENT PROVIDED THROUGH THE SERVICE; AND (E) WARRANTIES THAT THE SERVICE WILL BE FREE FROM VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CANVASRIQ OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. CANVASRIQ DOES NOT PROVIDE LEGAL ADVICE, AND NOTHING IN THESE TERMS OR IN THE SERVICE CONSTITUTES LEGAL ADVICE OR A LEGAL OPINION.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CANVASRIQ, NORTHQUINN INC., OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL
• COST OF SUBSTITUTE SERVICES OR GOODS
• REGULATORY FINES, PENALTIES, OR SANCTIONS IMPOSED ON YOU AS A RESULT OF YOUR USE OF THE SERVICE OR LEAD DATA
• CLAIMS, ACTIONS, OR PROCEEDINGS BROUGHT AGAINST YOU BY THIRD PARTIES ARISING FROM YOUR USE OF LEAD DATA

ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF CANVASRIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CANVASRIQ'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO CANVASRIQ IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

THE LIMITATIONS SET FORTH IN THIS SECTION WILL APPLY EVEN IF THE REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

13. Indemnification

You agree to indemnify, defend, and hold harmless CanvasrIQ, NorthQuinn Inc., and their respective officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Service or any Lead Data obtained through the Service
• Your violation of these Terms
• Your violation of any applicable law, rule, or regulation, including without limitation the TCPA, the TSR, CAN-SPAM, Do Not Call requirements, or applicable insurance solicitation laws
• Any claim, action, or proceeding brought against CanvasrIQ by any individual or entity you contacted using Lead Data obtained through the Service
• Any regulatory investigation, fine, or penalty arising from your use of the Service
• Your infringement of any intellectual property or other right of any third party
• Any content or information you submit through the Service

CanvasrIQ reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate with CanvasrIQ's defense of such claims.

14. Term and Termination

14.1 Term

These Terms will remain in full force and effect for as long as you access or use the Service, including any period during which you are on the CanvasrIQ waitlist.

14.2 Termination by You

You may terminate these Terms at any time by ceasing all use of the Service and, following the commercial launch, by canceling your subscription in accordance with Section 6.3.

14.3 Termination by CanvasrIQ

CanvasrIQ may terminate or suspend your access to the Service, in whole or in part, at any time, with or without cause, with or without notice, effective immediately. Without limiting the foregoing, CanvasrIQ may terminate or suspend your access if: (a) you violate any provision of these Terms; (b) CanvasrIQ determines, in its sole discretion, that you are using the Service in a manner that creates legal, regulatory, or reputational risk for CanvasrIQ; (c) required by applicable law; or (d) CanvasrIQ elects to discontinue the Service.

14.4 Effect of Termination

Upon termination or expiration of these Terms for any reason: (a) all licenses granted to you under these Terms will immediately terminate; (b) you must immediately cease all use of the Service; and (c) all accrued payment obligations will remain due and payable. Sections 4, 7, 8, 9, 11, 12, 13, 15, 16, and 17 will survive termination of these Terms.

15. Dispute Resolution and Arbitration

15.1 Informal Resolution

Before initiating any formal dispute resolution procedure, you agree to contact CanvasrIQ at hello@canvasriq.com and provide a written description of the nature and basis of the dispute and the specific relief sought. The parties will attempt in good faith to resolve the dispute informally for a period of 30 days following receipt of such notice.

15.2 Binding Arbitration

If the parties are unable to resolve the dispute informally, any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or to your use of the Service, will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, except as provided in Section 15.4 below. The arbitration will be conducted in New York, New York, unless otherwise agreed by the parties. The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.3 Class Action Waiver

YOU AND CANVASRIQ EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND CANVASRIQ EACH WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

15.4 Exceptions

Notwithstanding Section 15.2, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or confidential information, without first engaging in informal resolution or arbitration.

16. Governing Law and Venue

These Terms and any dispute arising out of or relating to these Terms or the Service will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Subject to the arbitration provisions in Section 15, any legal action or proceeding arising under these Terms that is not subject to mandatory arbitration will be brought exclusively in the federal or state courts located in New York, New York, and each party irrevocably submits to the personal jurisdiction of such courts.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Notice and any other agreements expressly incorporated herein, constitute the entire agreement between you and CanvasrIQ with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to the Service.

17.2 Amendments

CanvasrIQ reserves the right to modify these Terms at any time. We will provide notice of material modifications by updating the "Last Updated" date at the top of these Terms and, where appropriate, by email notification or a prominent notice on the Service. Your continued use of the Service following the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Service.

17.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect, and the invalid, illegal, or unenforceable provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent.

17.4 Waiver

No waiver of any provision of these Terms will be effective unless in writing and signed by CanvasrIQ. No failure or delay by CanvasrIQ in exercising any right or remedy will constitute a waiver of such right or remedy.

17.5 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without CanvasrIQ's prior written consent. CanvasrIQ may freely assign or transfer its rights and obligations under these Terms without restriction. These Terms will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

17.6 Force Majeure

CanvasrIQ will not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, labor disputes, governmental actions, internet or telecommunications failures, or other events of force majeure.

17.7 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their respective permitted successors and assigns, and nothing herein, express or implied, is intended to or will confer upon any third party any legal or equitable right, benefit, or remedy under or by reason of these Terms.

17.8 Notices

All notices to CanvasrIQ under these Terms must be sent in writing to hello@canvasriq.com. CanvasrIQ may provide notice to you at the email address associated with your account or waitlist registration, or by posting notice on the Service.

18. Contact Information

Questions or concerns regarding these Terms should be directed to:

NorthQuinn Inc. d/b/a CanvasrIQ
Attn: Legal
New York, New York
Email: hello@canvasriq.com