Terms and Conditions

Agreement and acceptance

1. These Terms and Conditions (the “Terms”) are a binding agreement between I P Management Services Inc., doing business as ActiveIQ (“ActiveIQ”, “we”, “us” or “our”), and the organization or individual that accesses or uses the Services (“Customer”, “you” or “your”).
2. You accept these Terms by clicking “I agree”, signing an Order that references them, creating an account, or accessing or using the Services, whichever happens first.
3. If you accept on behalf of a company or other entity, you confirm that you have authority to bind it, and “you” means that entity. If you lack that authority, or do not agree to these Terms, do not access or use the Services.
4. Every Authorized User must follow these Terms. You are responsible for what your Authorized Users do or fail to do.
5. An Order forms part of these Terms. If a signed Order or master agreement conflicts with these Terms, the signed document prevails for that subscription only.

Definitions

Eligibility

1. The Services are for business use only, not for personal, family or household use. You must be a business entity, or an individual acting in a business capacity, and must be at least 18 years of age or the age of majority where you live.
2. You must not use the Services if you are barred from receiving them under Applicable Law, including trade sanctions and export control laws.
3. We may decline or suspend access to anyone, acting reasonably.

The Services

1. Access right. During the Subscription Term, and subject to these Terms and payment of Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services and Platform Data for your internal business purposes.
2. Nature of the data. Platform Data includes intent signals, scores and predictions derived from public, licensed and behavioral sources. These are indicators of potential interest, not statements of fact, and may be incomplete, delayed or inaccurate. You are responsible for your own sales and business decisions.
3. Changes. We may update, improve or modify the Services and Platform Data from time to time. Except as section 10.4 allows, we will not materially reduce the core functionality of your plan during a Subscription Term.
4. Availability. We work to keep the Services available and improving, but we do not promise they will be uninterrupted or error-free. We may take the Services offline for planned maintenance, which we try to schedule outside business hours with advance notice. We may act without notice to fix urgent security or stability problems.
5. Support. Support is available at support.activeiq.co and support@activeiq.co during normal business hours (08:00 to 17:00, Mountain Time), as described in the Documentation or the applicable Order. Service levels, if any, must be stated in an Order.
6. Beta features. Features labelled beta, preview, pilot or early access are optional, are provided as is with no warranty, may change or be withdrawn at any time, and are not covered by any availability commitment.

Accounts and security

1. You must provide accurate, current and complete registration information and keep it up to date, including your User list and contact details.
2. Each Authorized User needs their own login. Logins are personal: users must keep credentials confidential and must not share passwords or let others use their account.
3. You decide which roles your Authorized Users have. Super users and sales reps see and change only what their role allows. You must remove access as soon as someone leaves your organization or no longer needs it.
4. You are responsible for all activity under your Authorized Users’ logins, except activity caused by our own failure.
5. You must tell us promptly at support@activeiq.co if you suspect unauthorized access to, or misuse of, a login or your Workspace.
6. The number of Authorized Users, seats, Workspaces or data credits is limited to what your Order specifies. Use beyond those limits requires an amendment and additional Fees.
7. ActiveIQ staff may view your Workspace or sign in as one of your Authorized Users only to provide support, provide account-level business insights, fix problems, keep the Services secure or meet a legal obligation.

Fees, invoicing and payment

1. Fees. You will pay the Fees stated in the applicable Order. Unless an Order says otherwise, Fees are in Canadian dollars and exclude applicable taxes.
2. Taxes. You are responsible for all GST, HST, PST, sales, use, value-added and withholding taxes related to the Services, other than taxes on our net income. If withholding is required by law, you will gross up payments so that we receive the full invoiced amount.
3. Invoicing and payment terms. Unless an Order says otherwise, we invoice annually in advance, and invoices are due 30 days from the invoice date. Orders on a monthly Subscription Term are billed monthly, with the first and last month’s fees on the first invoice. Payment is by electronic funds transfer, credit card or cheque.
4. Late payment. Overdue amounts bear interest at 1.5% per month (18% per year), or the maximum rate allowed by law if lower, from the due date until paid. You will also reimburse our reasonable costs of collection.
5. Suspension for non-payment. If an amount remains unpaid 15 days after written notice, we may suspend access to the Services until it is paid, without limiting our other remedies.
6. Disputed invoices. You must notify us in writing of any good-faith dispute within 30 days of the invoice date, and pay the undisputed portion on time.
7. Fee changes. We may change Fees for a renewal term by giving at least 90 days’ written notice before the renewal date.
8. No refunds. Except as sections 16.2, 18.2, 19.5 and 21.2 provide, Fees are non-cancellable and non-refundable.

Renewal

1. Unless an Order says otherwise, each Subscription Term renews automatically for successive terms equal to the initial term (or one year, if shorter), unless either party gives written notice of non-renewal at least 90 days before the current term ends.
2. Renewal Fees are those in effect under section 6.7.

Acceptable use and restrictions

1. You will use the Services only in accordance with these Terms, the Documentation and Applicable Law.
2. You must not, and must not allow others to:
   • copy, resell, sublicense, rent, lease, distribute or make the Services or Platform Data available to any third party, including as a service bureau or data broker;
   • copy, resell or bulk-export Energy Directory or EnergyIQ data, or use it outside your own sales and marketing;
   • use the Services or Platform Data to build, train, enrich or populate a competing product, database or dataset, or use the Services to build a competing product;
   • scrape, harvest, bulk-export or systematically download Platform Data beyond the limits in your Order or the Documentation;
   • reverse engineer, decompile or attempt to discover the source code, models or scoring methods of the Services, except where law expressly permits;
   • circumvent usage limits, credit limits, access controls or security measures;
   • introduce malware, overload or interfere with the Services, or probe, scan or test their security without our written consent;
   • use the Services to send unlawful, harassing, deceptive, infringing or unsolicited communications, or to defraud anyone;
   • use the Services for any unlawful purpose, or to make employment, credit, insurance, housing or similar eligibility decisions about individuals;
   • use the Services to benchmark or publish performance comparisons without our written consent;
   • use the Services in violation of export control or sanctions laws; or
   • share Workspace access with anyone outside your organization, except contractors working for you under these Terms.
3. We may monitor usage to enforce these Terms and to protect the Services. We may suspend access immediately, with notice as soon as practicable, if we reasonably believe your use threatens the security or integrity of the Services or violates this section.

Marketing, tracking and privacy law compliance

In short: you are responsible for lawful outreach to people and lawful tracking of your website visitors.

1. Your responsibility. You are solely responsible for how you use Platform Data and the Services to contact businesses and individuals and to track visitors. This includes compliance with, and not limited to, Canada’s Anti-Spam Legislation (CASL), the Personal Information Protection and Electronic Documents Act (PIPEDA), Alberta’s Personal Information Protection Act (PIPA), the Telecommunications Act and the National Do Not Call List rules, and any equivalent laws that apply to you or to the recipients, such as the U.S. CAN-SPAM Act, the GDPR and the UK GDPR.
2. Email, calls and messaging. Before sending commercial electronic messages or making outreach calls using Platform Data, you must hold any consent or legal basis that law requires. You must also:
   • identify yourself as the sender and include a working unsubscribe option in every marketing email;
   • honor opt-out requests promptly; and
   • not re-add, re-import or re-mail people who have unsubscribed or whose emails bounced.
3. Website tracking. Before you place the Tracking Code on a website, you must give visitors the notices and obtain the consents that law requires. You must not place the Tracking Code on sites you do not own or control.
4. Business contact information. Platform Data that identifies individuals consists of business contact information and professional attributes. You must use it only to communicate with those individuals about their business or professional role, and not for any other purpose.
5. Opt-outs and corrections. If an individual asks you to stop using their information, or to correct it, you will make efforts to comply to your jurisdictions laws and/or best practices.
6. Our role. We are not responsible for your communications or tracking, and ActiveIQ does not provide legal advice about marketing, privacy or data protection law. While ActiveIQ can provide best practices guidelines, you should obtain your own legal advice.

Third-party data, integrations and sources

1. Integrations. When you connect a service such as Google Ads, Zapier, a CRM, a marketing automation tool or your website platform, you authorize us to exchange data with it for you. Its own terms apply, and we are not responsible for services we do not run.
2. Energy Directory. The Energy Directory is business contact and company information compiled from third-party and public sources. It may be incomplete or out of date. Use it only for your own business-to-business sales and marketing, and in line with section 9. They may be held back from marketing emails until they show interest.
3. EnergyIQ. EnergyIQ data comes from public energy regulators and third parties. We do not control these sources. Their data can contain errors or arrive late, and we do not guarantee it.
4. Changes to sources. If a source of Platform Data changes its terms, changes or withdraws its data, or stops supplying it, we may update, replace or remove the corresponding Platform Data without liability.

AI Features (ActiveIntelligence and Scout)

1. How they work. From time to time, your AI requests and the Customer Data needed to answer it are sent to a third-party that processes it for us. By using the AI Features, you agree to that processing. Our AI providers are service providers under section 14.5.
2. Your data stays yours. Our AI providers may not use Customer Data to train their models. They keep it only as long as needed to answer the request and keep the service safe.
3. Accuracy. Summaries, suggestions and drafts are generated automatically and may be incomplete or incorrect. You are responsible for what you do with them, including emails you send and records you change.
4. Actions. When Scout proposes a change to your Workspace, such as creating or transferring contacts, it asks you to confirm before making it.
5. Ownership. As between you and us, what the AI Features produce for you belongs to you. Any Platform Data in that output stays subject to sections 4 and 8.
6. Limits. Do not use the AI Features to make decisions with legal or similarly significant effects on individuals, such as hiring or credit decisions.

The iOS App

1. License and use.
   • The iOS App is free to download and has no in-app purchases. It works only with an active ActiveIQ subscription.
   • We grant each Authorized User a limited, non-exclusive, non-transferable license to use the iOS App on Apple devices they own or control, as the App Store Usage Rules allow, for the length of your subscription.
   • The iOS App signs in with the User’s ActiveIQ login and keeps a session on that device until the User signs out or loses access.
   • The iOS App stores the device name, app version and a push token so we can keep the User signed in and send notifications. Your Workspace admins can see which Users use the iOS App.
   • We may require Users to update the iOS App to a supported version to keep using it.
2. Push notifications.
   • With the User’s permission, the iOS App sends notifications about their work, such as new assignments, tasks, deals, target account activity and opened emails, plus announcements from the ActiveIQ team.
   • Users can turn each type off in the iOS App’s Settings, or turn all notifications off in iOS Settings.
3. Terms Apple requires.
   • These Terms are between you and ActiveIQ only, not Apple. ActiveIQ, not Apple, is solely responsible for the iOS App and its content.
   • ActiveIQ, not Apple, is solely responsible for maintenance and support of the iOS App. Apple has no obligation to provide any.
   • If the iOS App fails to meet an applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any. To the extent the law allows, Apple has no other warranty obligation for the iOS App.
   • ActiveIQ, not Apple, is responsible for any claims about the iOS App or its use. This includes product liability claims, claims that the iOS App fails a legal or regulatory requirement, and consumer protection, privacy or similar claims.
   • If anyone claims the iOS App or its use infringes their intellectual property rights, ActiveIQ, not Apple, is responsible for investigating, defending, settling and discharging the claim.
   • You confirm that you are not located in a country under a U.S. Government embargo or designated as a “terrorist supporting” country. You also confirm you are not on any U.S. Government list of prohibited or restricted parties.
   • You must comply with third-party terms that apply when you use the iOS App, such as your wireless data service agreement.
   • Apple and its subsidiaries are third-party beneficiaries of these Terms. Once you accept them, Apple may enforce them against you.
   • Send questions, complaints or claims about the iOS App to I P Management Services Inc., info@activeiq.co

Intellectual property

In short: we own the Services, you own your Customer Data, and ideas you send us can be used freely.

1. Our property. ActiveIQ and its licensors own all rights, title and interest in the Services, Platform Data (including our compilations of third-party and public data), Documentation, software, algorithms, scoring models, trademarks and related intellectual property, including all improvements and derivatives. These Terms grant you no ownership rights, only the limited access right in section 4.1.
2. Your property. You own your Customer Data. You grant us a non-exclusive, worldwide, royalty-free license during the Subscription Term to host, process, display and use Customer Data to provide and support the Services to you.
3. Aggregated data. We may collect and use usage data, and de-identified, aggregated data derived from the Services and Customer Data, to operate, secure, analyze and improve the Services and our products. This data never identifies you, your Users or the people in your data.
4. Feedback. If you give us ideas, suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction, attribution or obligation to you.

Customer Data and privacy

1. Your obligations. You represent and warrant that you have the right to submit Customer Data to the Services, and that doing so, and our processing of it under these Terms, does not violate Applicable Law or any third party’s rights. You are responsible for the accuracy of Customer Data, including data you import. You must not submit sensitive personal information, such as health records, payment card numbers, bank account numbers, government identification numbers or biometric data, unless an Order expressly allows it.
2. Our handling. We process Customer Data only to provide, run, secure, support and improve the Services, to comply with law, and as you instruct. We do not sell Customer Data. For personal data in Customer Data, you are the controller and ActiveIQ is your processor, as our Privacy Policy describes. The Privacy Policy forms part of these Terms, and a data processing agreement is available on request.
3. Security. We maintain reasonable administrative, technical and physical safeguards designed to protect Customer Data against unauthorized access, loss or disclosure, including encryption in transit and access limited to staff who need it. No system is completely secure, and we do not guarantee that Customer Data will never be compromised.
4. Incident notice. If we confirm unauthorized access to, or loss or disclosure of, Customer Data, we will notify you without undue delay and within 72 hours of confirmation. We will give you the information reasonably needed to meet your own legal obligations.
5. Service providers and location. We use service providers (sub processors) for cloud hosting, email delivery, push notifications and AI processing. They are bound by confidentiality and data protection obligations, and we are responsible for their compliance with obligations equivalent to this section. Our current list is available on request. Customer Data is stored in cloud hosting and may be processed in other jurisdictions where our service providers operate.
6. Return and deletion. For 30 days after the Subscription Term ends, you may export your Customer Data. We then reserve the right to delete it from the Services within 90 days, except copies that the law requires us to keep. Deleted data leaves our backups as they rotate out.

Confidentiality

1. “Confidential Information” means non-public information that one party (the “Discloser”) gives the other (the “Recipient”) that is marked confidential or that a reasonable person would understand to be confidential, including pricing and non-public aspects of the Services. Customer Data is your Confidential Information. It excludes information that is or becomes public without the Recipient’s fault, was already known to the Recipient, is independently developed, or is rightfully received from a third party without restriction.
2. The Recipient will use Confidential Information only to perform or exercise rights under these Terms, will protect it with at least reasonable care and at least as carefully as its own, and will disclose it only to personnel, contractors and advisors who need to know it and are bound by confidentiality duties.
3. The Recipient may disclose Confidential Information where required by law or court order, after giving the Discloser prompt notice where legally permitted.
4. These obligations continue for 2 years after these Terms end, and for as long as any Confidential Information remains a trade secret or is personal information.

Warranties and disclaimers

1. Mutual. Each party represents that it has the legal power to enter into these Terms and that doing so does not breach any other agreement binding it.
2. Our limited warranty. We warrant that we will provide the Services with reasonable skill and care, and in material conformity with the Documentation. Your sole remedy for breach of this warranty is that we will use reasonable efforts to correct the non-conformity or, if we cannot do so within a reasonable time, you may terminate the affected Order and receive a pro-rata refund of prepaid Fees for the remaining Subscription Term.
3. Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES, PLATFORM DATA AND AI FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, ACTIVEIQ DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT PLATFORM DATA OR AI FEATURE OUTPUT WILL BE ACCURATE, COMPLETE OR CURRENT, OR THAT THE SERVICES WILL PRODUCE ANY PARTICULAR SALES OR REVENUE RESULT.

Limitation of liability

In short: neither side is liable for indirect losses, and each side’s total liability is capped at 12 months of Fees, with a few exceptions.

1. Exclusion of indirect loss. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THEIR POSSIBILITY.
2. Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
3. Exceptions. Sections 17.1 and 17.2 do not limit: (a) your obligation to pay Fees; (b) either party’s indemnification obligations under section 18; (c) a breach of section 8 (Acceptable use), section 9 (Marketing, tracking and privacy law compliance) or section 15 (Confidentiality); or (d) liability that cannot be limited by law, including for fraud, gross negligence or willful misconduct.
4. Basis of the bargain. The parties agree that these limitations reflect a reasonable allocation of risk and that Fees would be higher without them.

Indemnification

1. By you. You will defend and indemnify ActiveIQ, its affiliates, directors, officers and employees against third-party claims, and resulting losses, damages, penalties and reasonable legal fees, arising from (a) your Customer Data; (b) the emails, calls and other messages you send, or your use of the Services or Platform Data in breach of these Terms or Applicable Law, including your marketing and outreach activities; (c) Tracking Code that you place without the notices or consents that law requires; or (d) your breach of section 8 or section 9.
2. By us. We will defend and indemnify you against third-party claims alleging that the Services, used as permitted under these Terms, infringe that third party’s intellectual property rights in Canada, and will pay resulting damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, your modifications, combinations with products we did not supply, or use in breach of these Terms. If a claim is made or likely, we may modify the Services, obtain a license, or terminate the affected Services and refund prepaid Fees for the unused period. This section states our entire liability, and your exclusive remedy, for infringement claims.
3. Procedure. The indemnified party must give prompt written notice of the claim, allow the indemnifying party sole control of the defense and settlement (but no settlement may admit fault of, or impose non-monetary obligations on, the indemnified party without its consent), and give reasonable cooperation at the indemnifying party’s expense.

Term, suspension and termination

1. Term. These Terms start on the date you accept them and continue until all Subscription Terms have ended or the Terms are terminated under this section.
2. For cause. Either party may terminate these Terms or an Order by written notice if the other party materially breaches them and does not cure the breach within 30 days after written notice. Either party may terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy or receivership proceedings.
3. By us for serious breach. We may terminate immediately on written notice if you breach section 8 or section 9, or if continued provision of the Services would violate law.
4. Suspension. We may suspend a User or a Workspace when there is a security risk, an unpaid invoice under section 6.5, or a serious breach of section 8 or section 9, such as spam complaints or emailing people who unsubscribed. We will tell you why and restore access once the issue is fixed.
5. Refunds. If you end these Terms or an Order because of our uncured breach, we will refund prepaid Fees for the unused period.
6. Effect of ending. On termination or expiry: (a) your right to use the Services and Platform Data ends, and you must stop using them; (b) you must delete or destroy all Platform Data in your possession, except data you have already incorporated into your own CRM records for legitimate internal business use in compliance with section 9; (c) you remain liable for Fees accrued before termination and, if we terminate for your breach, for the remaining Fees for the Subscription Term; and (d) your Customer Data is handled under section 14.6.
7. Survival. Sections 6 (for unpaid amounts), 8, 13, 14.6, 15, 16.3, 17, 18, 19.6, 20 and 21 continue after these Terms end.

Governing law and dispute resolution

In short: Alberta law applies, and the parties try to resolve disputes by talking first.

1. Governing law. These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
2. Escalation. Before starting formal proceedings, the parties will try in good faith to resolve any dispute through discussion between senior representatives for at least 30 days after written notice of the dispute.
3. Courts. Subject to section 20.4, the courts of the Province of Alberta, sitting in Calgary, have exclusive jurisdiction over any dispute arising out of these Terms, and each party submits to that jurisdiction.
4. Injunctive relief. Either party may seek urgent injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

General provisions

1. Entire agreement. These Terms, together with any Orders and the Privacy Policy, are the entire agreement between the parties on their subject and replace all earlier proposals, discussions and agreements. Terms in your purchase orders or other documents have no effect.
2. Changes to these Terms. We may update these Terms from time to time. For changes that materially affect you, we will give at least 30 days’ notice by email or through the Services. A change applies from its effective date or, if you are in a Subscription Term, from your next renewal, unless the law requires it sooner or you agree to it earlier. Continued use after the effective date means you accept the updated Terms. If you object to a material change that applies to you, you may end your subscription before the change takes effect and receive a refund of prepaid Fees for the unused period.
3. Notices. Notices must be in writing. We may send notices to your account owner’s email address. You will send notices to us at info@activeiq.co. Notices by email are effective the next business day after sending.
4. Assignment. You may not assign these Terms without our prior written consent, which we will not unreasonably withhold. We may assign them to an affiliate or to a successor in a merger, reorganization or sale of all or substantially all of our assets or business, with notice to you.
5. Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, labor disputes (other than its own), power or internet outages, cloud or third-party service failures, war, terrorism or government action. This does not excuse payment obligations.
6. Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
7. Severability and waiver. If any provision is found unenforceable, it will be limited to the minimum extent necessary and the rest of the Terms remain in effect. A failure to enforce a right is not a waiver of it.
8. No third-party beneficiaries. Only the parties have rights under these Terms, except that Apple has the rights stated in section 12.3.
9. Electronic signature and counterparts. The parties may accept these Terms and sign Orders electronically and in counterparts, and each has the same effect as an original signed document.
10. Language. The parties have required that these Terms and related documents be written in English. Les parties ont exigé que le présent contrat et les documents connexes soient rédigés en anglais.

Contact

I P Management Services Inc. (doing business as ActiveIQ) in Calgary, Alberta Canada
Email: info@activeiq.co · Website: activeiq.co