Welcome to iamnpgt.ai By accessing or using our website and services, you agree to these Terms and Conditions. Please read them carefully before proceeding. If you do not agree with these terms, you must not use our services.

Acceptance of Terms

By accessing our website or using our services, you agree to comply with these Terms and Conditions, as well as any applicable laws and regulations. These terms form a binding agreement between you and iamnpgt.ai.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions:

In these iamnpgt.ai Terms and Conditions and the Order Form, the following terms shall have the following meanings:

Agreement – the Order Form and these iamnpgt.ai Terms and Conditions.

iamnpgt.ai Software – the software owned by iamnpgt.ai (and/or by its licensors) that is part of and/or used to provide the SaaS Service.

iamnpgt.ai Terms and Conditions – these terms and conditions.

Business Day – a day (excluding Saturday and Sunday) on which clearing banks are generally open for business in Michigan, USA.

Customer Data – the data inputted by the Customer, Permitted Users, or iamnpgt.ai on the Customer’s behalf, for the purpose of using the Services or facilitating the Customer's use of the Services.

Confidential Information – the terms of the Agreement and any information that is not public knowledge and that is obtained from the other Party in the course of, or in connection with, the performance of the Agreement, including information relating to a Party's operations, processes, plans, product information, know-how, designs, trade secrets, market opportunities, and customers. Without limiting or affecting the foregoing, iamnpgt.ai’s Confidential Information includes the Service IP, and the Customer’s Confidential Information includes the Customer Data.

Fees – the fees payable by the Customer to iamnpgt.ai for the Services as set out in the Order Form, which may change from time to time during the Term in accordance with clause 6.5.

Force Majeure Event – an act, event, omission, or accident beyond a Party's reasonable control, including any of the following: acts of God, including fire, flood, earthquake, or other natural disasters; war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions; terrorist attack, civil war, civil commotion, or riots; sabotage; nuclear, chemical, or biological contamination or sonic boom; compliance with any law; fire, explosion, or accidental damage; loss at sea; adverse weather conditions including windstorm; collapse of building structures, failure of plant machinery, machinery, computers, or vehicles; labor disputes, including strikes, industrial action, or lockouts; and interruption or failure of utility services, including electric power, gas, or water.

Initial Term – the period beginning on the Start Date and continuing for such period as is specified on the Order Form.

Intellectual Property Rights – any patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business, and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, whether registered or unregistered, including applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights.

Liabilities – includes all costs, claims, demands, damages, expenses, compensation, charges, settlements, penalties, losses, fines, awards, and liabilities (including reasonable legal and professional fees and costs, together with applicable taxes) of any kind.

Normal Business Hours – between 9:00 AM and 5:00 PM, Michigan time, during Business Days.

Objectionable – includes being objectionable, defamatory, obscene, harassing, threatening, harmful, causing damage or injury to any person or property, or unlawful in any way.

Order Form – the Customer's order for the Services.

Payment Terms – the payment terms set out in the Order Form.

Permitted Users – those personnel of the Customer authorized by the Customer to access and use the SaaS Service on the Customer’s behalf, as set out in the Order Form and as may be amended from time to time during the Term in accordance with clause 4.3.2.

Related Service – any service (except the SaaS Service), including support services provided by iamnpgt.ai to the Customer under this Agreement, as set out in the Order Form.

Renewal Period – the renewal period set out in the Order Form unless otherwise agreed in writing by the Parties.

SaaS Service – the subscription service provided by iamnpgt.ai to the Customer under this Agreement via the Website, as described in the Order Form.

Services – the SaaS Service and any Related Service.

Service IP – has the meaning given in clause 7.1.1.

Start Date – the start date set out in the Order Form unless otherwise agreed in writing by the Parties.

Term – the Initial Term and any Renewal Period.

Underlying Systems – the iamnpgt.ai Software, information technology solutions, systems, and networks (including software and hardware) used by iamnpgt.ai to provide the Services, including any third-party solutions, systems, and networks (other than the Customer’s solutions, systems, and networks).

Website – the internet site at www.iamnpgt.ai or such other website as notified to the Customer by iamnpgt.ai during the Term.

1.2 Interpretation:

In the Agreement unless the context otherwise requires:

1.2.1 Clause and other headings are for ease of reference only and do not affect the interpretation of the Agreement.

1.2.2 Words in the singular include the plural and vice versa.

1.2.3 Any obligation accepted by a Party not to do something includes an obligation not to agree or allow that thing to be done.

1.2.4 A reference to:

(a) A person includes a natural person, corporate or unincorporated body.

(b) Personnel includes officers, employees, contractors, and agents.

(c) Including and similar words do not imply any limit.

(d) A statute includes references to regulations and amendments.

1.2.5 If there is any conflict between the Order Form and these iamnpgt.ai Terms and Conditions, the Order Form shall prevail.

2. LICENSE

2.1 Subject to the Customer fulfilling all payment obligations under clause 6, adhering to the restrictions in clause 4, and complying with the terms and conditions outlined in this Agreement, iamnpgt.ai grants the Customer a non-exclusive, non-transferable right, without the ability to sub-license, to allow Permitted Users to access and use the SaaS Service during the Term solely for the Customer’s internal business purposes.

2.2 The rights provided under this clause 2 are granted exclusively to the Customer and are not extended to any subsidiary or affiliated entity of the Customer.

3. SERVICES

iamnpgt.ai offers a suite of digital marketing and business solutions tailored to enhance your online presence and operational efficiency:

Custom Strategies: Personalized solutions crafted to meet your business objectives.

Automation Features: Tools to streamline workflows and improve productivity.

Digital Tools: Access to marketing platforms, CRM systems, and detailed analytics.

3.1 General:

iamnpgt.ai will use reasonable efforts to provide the Services:

3.1.1 in accordance with the terms of this Agreement and applicable laws of Michigan, USA;

3.1.2 with reasonable care, skill, and diligence; and

3.1.3 utilizing skilled, experienced, and qualified personnel.

3.2 Non-exclusive:

The provision of Services by iamnpgt.ai is on a non-exclusive basis. This Agreement does not restrict iamnpgt.ai from offering the Services or similar services to other clients.

3.3 Availability: iamnpgt.ai will use reasonable efforts to make the SaaS Service accessible during Normal Business Hours, excluding:

3.3.1 Planned maintenance, for which at least 24 Normal Business Hours’ notice will be provided when possible; and

3.3.2 Unscheduled maintenance occurring outside Normal Business Hours, with at least 6 Normal Business Hours’ notice when feasible. iamnpgt.ai is not liable for delays, delivery failures, or other damages resulting from the transmission of data over communication networks, including the internet. Customers acknowledge that such communications may involve limitations, delays, or inherent issues.

3.4 Changes to Services: iamnpgt.ai reserves the right to modify the Services without prior notice to comply with regulatory or statutory requirements. When feasible, Customers will be notified of such changes.

4. Customer Responsibilities

4.1 General Use:

As a customer of iamnpgt, you and your authorized personnel must use the services solely for your internal business operations, in alignment with this agreement. You are prohibited from reselling, sharing, or commercially exploiting the services in any form.

4.2 Access Guidelines:

When using iamnpgt services, customers and authorized users must adhere to the following guidelines:

Identity Integrity:

Do not impersonate others or falsely claim authorization to act on their behalf.System Security: Avoid any actions that could compromise the security or functionality of iamnpgt systems.

Prohibited Content:

Do not upload, store, or transmit malicious content, such as viruses, or misuse the services in a way that disrupts other users' experience.

Authorized Access Only:

Access only the data you are explicitly permitted to view, including your own business data or information directly authorized by iamnpgt.

Intellectual Property Protection:

Do not attempt to copy, modify, reverse-engineer, or create derivative works from any part of iamnpgt services or use them to create competing products.

Legal Compliance:

Ensure that your use of the services does not violate any third-party rights, including intellectual property, data protection, or privacy rights, and avoid uploading any false or misleading information.

Customers must make all reasonable efforts to prevent unauthorized access to the services and immediately notify iamnpgt of any such incidents.

4.3 Authorized Users:

4.3.1 Access Restrictions:

Only authorized users specified in the agreement may access the services. The number of users should not exceed the agreed limit unless additional access is approved by iamnpgt.

4.3.2 User Management:

To add or replace authorized users, submit a request via the in-app messenger with the required personnel details. iamnpgt will confirm changes via the registered email address.

4.3.3 Compliance Responsibility:

Ensure all authorized users comply with the terms outlined in this agreement. Any violations by your personnel will be treated as a breach by you.

4.4 Customer Obligations:

To enable iamnpgt to provide the best possible service, customers must:

4.4.1 Cooperate Fully:

Provide all necessary cooperation and access to information required to deliver services, including customer data and security credentials.

4.4.2 Legal Adherence:

Abide by all relevant laws and regulations during the use of iamnpgt services.

4.4.3 Licenses and Permissions:

Secure and maintain all licenses, consents, and permissions needed for the services to operate effectively.

4.4.4 System Compatibility:

Ensure your network and systems meet the specifications provided by iamnpgt.

4.4.5 Network Responsibility:

Maintain and secure your network connections and telecommunications links. Any delays, disruptions, or losses caused by your network or the internet fall under your responsibility.

5. Customer Data

5.1 Access to Customer Data

As part of providing services, iamnpgt may require access to your data. By using our services, you acknowledge and agree that:

5.1.1 Purpose of Access: iamnpgt may access your data to fulfill its responsibilities and deliver the agreed services.

5.1.2 Authorized Personnel: iamnpgt may permit specific authorized team members to access your data solely for these purposes, while adhering to any applicable data protection policies outlined in the agreement.

5.2 Use of Analytical Data:

iamnpgt may utilize customer data for analytical purposes under the following conditions:

5.2.1 Data Aggregation and Insights:

iamnpgt may process your data and service usage information to create anonymized and aggregated statistical or analytical data (referred to as Analytical Data). This data is used for internal research, product improvements, statistical analysis, and uncovering trends and insights.

5.2.2 Survival of Rights:

iamnpgt retains the right to use Analytical Data even after the termination or expiration of the agreement.

5.2.3 Intellectual Property Ownership:

All intellectual property rights related to Analytical Data remain the sole property of iamnpgt.

5.3 Customer Indemnity

You agree to fully indemnify and protect iamnpgt from any claims or liabilities arising from your data under the following circumstances:

5.3.1 Third-Party Rights:

If a third party claims that your data infringes on their intellectual property, privacy, or other rights.

5.3.2 Objectionable Content:

If your data is found to be inaccurate, misleading, or objectionable, leading to claims against iamnpgt.

6. Payment and Refund Policy

Payment Terms

Payments for services through iamnpgt are securely processed via Stripe. By using our platform, you agree to pay all applicable fees associated with the services you select.

Billing Schedule

Subscriptions are billed based on the agreed frequency: monthly, annually, or as outlined in your agreement.

Refunds

Refunds are issued only under specific conditions determined by iamnpgt. For details, please refer to our Refund Policy.

Failed Payments

If a payment is declined, iamnpgt may suspend your account until the outstanding balance is resolved.

6.1 Fee Adjustments and Termination Obligations

6.1.1 Fee Increases

- iamnpgt may adjust service fees once per year (excluding the initial term). Adjustments will be tied to the percentage change in the Consumer Price Index for All Urban Consumers (CPI-U) in the United States or a similar metric applicable to Michigan if CPI-U data becomes unavailable.

- Customers will receive at least 30 days’ written notice of any fee changes. If you disagree with the updated fees, you may terminate the agreement by providing at least 10 days' written notice before the increase takes effect.

- If no termination notice is received before the fee adjustment takes effect, it will be assumed that you have accepted the updated fees.

6.2 Payments on Termination

Upon termination of the agreement, all unpaid amounts (whether invoiced or not) become immediately due. This does not limit iamnpgt’s right to charge interest on overdue payments.

7. Intellectual Property

7.1 Ownership

7.1.1 All content, tools, and materials provided by iamnpgt are the exclusive intellectual property of iamnpgt, unless explicitly stated otherwise.

7.1.2 You are granted a limited, non-transferable license to use our services solely for their intended purposes. Any unauthorized use, reproduction, modification, or distribution is strictly prohibited.

7.2 Service Intellectual Property

7.2.1 The Customer acknowledges that all intellectual property rights (IPR) related to the services, website, and any underlying systems (Service IP) are owned by iamnpgt or its licensors. No rights or implied permissions regarding the Service IP are granted unless explicitly stated in the agreement.

7.2.2 The Customer agrees not to perform or permit any act that could invalidate or conflict with iamnpgt's intellectual property rights.

7.3 Customer Data

7.3.1 The Customer retains ownership of all IPR in their data. However, the Customer grants iamnpgt a global, non-exclusive, royalty-free license to use, store, modify, and manage Customer Data for service delivery and related purposes.

7.3.2 The Customer warrants that it possesses all necessary rights to grant such permissions and indemnifies iamnpgt against claims arising from third-party rights violations.

7.4 Feedback

7.4.1 Any ideas, suggestions, or feedback provided by the Customer become the sole property of iamnpgt. This includes IPR for new developments, enhancements, or derivative works resulting from the feedback.

7.4.2 The Customer assigns all present and future rights, including enforcement powers, to iamnpgt and agrees to assist in perfecting these rights if necessary.

7.5 Moral Rights

7.5.1 The Customer waives any moral rights associated with feedback or related works in favor of iamnpgt and its designees.

7.6 Third-Party Intellectual Property Rights (IPR) Indemnity

7.6.1 iamnpgt will defend and indemnify the Customer against claims alleging that the use of services infringes any valid U.S. intellectual property rights.

To qualify for indemnity, the Customer must:

a. Notify iamnpgt promptly of the claim.

b. Refrain from admitting liability or prejudicing the defense.

c. Provide reasonable cooperation in the claim’s defense.

d. Grant iamnpgt authority to manage the claim’s defense or settlement.

7.6.2 This indemnity does not apply if the claim arises from:

- Customer’s breach of the agreement.

- Modifications to the service by anyone other than iamnpgt.

- Misuse or unauthorized use of the services.

- Use of services after receiving notice of infringement.

- The inclusion of Customer Data in the claim.

7.7 Supplier’s Remedies for IPR Claims

7.7.1 If an IPR claim arises, iamnpgt may:

- Secure the Customer's right to continue using the service.

- Modify or replace the infringing component to resolve the claim.

- Terminate the agreement with two business days’ notice if no other remedies are viable.

7.8 Exclusive Remedy

The measures outlined above represent the Customer’s sole recourse and iamnpgt's total liability concerning intellectual property rights claims.

8. Confidentiality

8.1 Obligations of the Parties

Each Party agrees to the following unless prior written consent is provided by the other Party:

1. Confidentiality: Maintain the confidentiality of the other Party's information at all times.

2. Security Measures: Implement and uphold adequate security protocols to prevent unauthorized access, disclosure, or misuse of the other Party’s confidential information.

3. Limited Use: Use the other Party’s confidential information strictly for fulfilling obligations outlined in this agreement.

4. Disclosure: Share the other Party’s confidential information only with personnel or professional advisors on a need-to-know basis. Ensure these individuals are aware of and comply with confidentiality obligations outlined in points 1, 2, and 3.

8.2 Exceptions to Confidentiality

The obligations outlined in section 8.1 do not apply under the following circumstances:

1. Legal Requirements: Disclosure is mandated by a court order or applicable law.

2. Public Information: The information becomes publicly available without any breach of confidentiality by the recipient or their personnel.

3. Third-Party Source: The information is lawfully obtained from a third party without restrictions and without violating any confidentiality obligations.

4. Business Transactions: The Supplier may disclose confidential information as part of a legitimate sale of its business (assets or shares) to a third party, provided the third party agrees to confidentiality terms no less restrictive than those outlined in this section.

9. Warranties

9.1 Mutual Warranties

Both Parties provide the following assurances:

1. Authority to Enter Agreement: Each Party confirms that it possesses full legal power and authority to enter into this Agreement and fulfill its obligations as outlined.

2. Authorized Representation: Each Party warrants that the individual signing the Agreement on its behalf has the necessary authority to bind the Party to the terms of this Agreement.

10. LIABILITY

10.1 Exclusion of Warranties:

Except as explicitly stated in this Agreement:

10.1.1 Uninterrupted Service: The Supplier does not guarantee that the Customer's use of the Services will be continuous or error-free.

10.1.2 Customer Responsibility: The Customer assumes full responsibility for the outcomes resulting from their use of the Services, including any conclusions drawn. The Supplier will not be liable for any harm caused by errors or omissions in information, instructions, or scripts provided by the Customer, or for any actions taken by the Supplier following the Customer's instructions.

10.1.3 Exclusion of Implied Terms: All warranties, representations, conditions, and any other implied terms under statute or common law are excluded from this Agreement to the maximum extent allowed by applicable law.

10.2 Exclusions to Liability:

Nothing in this Agreement will exclude the Supplier’s liability for the following:

10.2.1 Death or Personal Injury: Caused by the Supplier’s negligence.

10.2.2 Fraud: Or fraudulent misrepresentation.

10.2.3 Non-Excludable Liability: Any other liability that cannot be excluded or limited under applicable law.

10.3 Non-Recoverable Loss:

Without limiting or affecting clause 10.2, to the fullest extent permitted by applicable law, the Supplier will not be responsible for any of the following in connection with the Agreement:

(a)Loss of Revenue or Profits: Including lost business, usage, data, or goodwill.

(b) Indirect or Consequential Loss: Including special, incidental, or consequential damages or losses.

10.4 Maximum Liability:

The total liability of the Supplier under or in connection with this Agreement, including any indemnification obligations under clause 7.3, whether arising from contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed an amount equal to the fees paid by the Customer in the previous year. For the first year, this amount is considered to be the total fees paid from the Start Date to the first event causing liability.

10.5 Duty to Mitigate:

Both parties are obligated to take reasonable steps to minimize any loss, damage, cost, or expense they may incur as a result of actions or omissions by the other party in relation to this Agreement.

11. TERM, TERMINATION AND SUSPENSION

11.1 Duration

Unless terminated in accordance with this clause 11, the Agreement shall continue for the Initial Term and thereafter be automatically renewed for successive Renewal Periods, unless:

11.1.1 Either Party notifies the other Party of termination at least thirty (30) days before the end of the Initial Term or any Renewal Period. In such cases, the Agreement shall terminate upon the expiry of the Initial Term or the applicable Renewal Period.

11.1.2 The Agreement is otherwise terminated in accordance with its provisions.

11.2 Termination for Convenience

Either Party may terminate the Agreement at any time by providing no less than seven (7) days’ prior notice to the other Party.

11.3 Termination for Cause

Without limiting any other right or remedy available to either Party, either Party may immediately terminate the Agreement by providing written notice to the other Party if:

11.3.1 The other Party breaches any material provision of the Agreement, and the breach is not remedied within thirty (30) days of receiving notice from the first Party to remedy the breach, or if the breach is not capable of being remedied.

11.3.2 The other Party becomes insolvent, liquidated, bankrupt, or ceases to conduct business for any reason.

11.3.3 The other Party is unable to perform a material obligation under the Agreement for thirty (30) days or more due to Force Majeure.

11.4 Consequences of Termination or Expiry

11.4.1 The termination or expiry of the Agreement does not affect provisions intended to survive termination or expiration. Rights and obligations accrued prior to termination or expiration remain in effect.

11.4.2 Upon termination or expiry:

(11.4.2.a) All rights and licenses granted under this Agreement will automatically terminate.

(11.4.2.b) All Fees and other sums due to iamnpgt.ai shall be immediately payable.

11.4.3 Upon termination, you must immediately cease using our services and remove any proprietary materials in your possession.

11.4.4 At the request of either Party, following termination or expiry, all Confidential Information of the other Party must be promptly returned or destroyed, subject to Clause 11.4.3.

11.5 Refunds and Cancellations

For details on refund eligibility and the process for requesting refunds, please refer to our Refund Policy Page.

- Refunds are not available for cancellations made after the 14-day free trial period or for services that have been fully delivered.

- Refund requests must be submitted via our designated [email/contact form] with relevant account details, reason for the request, and supporting documentation.

- Refunds will be processed within 5-10 business days of approval and will be issued to the original payment method.

- All Fees are non-refundable, including subscription Fees, Communication Surcharges, and fees for Third Party Services. This also applies to pre-paid and minimum commitment subscriptions, where no refunds will be issued for unused services.

11.6 Suspension and Restriction

Without limiting or affecting any other rights or remedies, iamnpgt.ai may restrict or suspend your access to the services, or delete/edit/remove Customer Data, if we reasonably believe that you or your Permitted Users have:

11.6.1 Undermined the security or integrity of the services or its underlying systems.

11.6.2 Used the services for improper purposes or in a way that materially reduces the service’s operational performance.

11.6.3 Transmitted or stored Customer Data that violates this Agreement or third-party rights, including intellectual property or data protection rights.

11.6.4 Breached the Agreement or any other material provision of these Terms.

11.7 Right to Terminate Access

We reserve the right to terminate your access to our services if you violate these Terms and Conditions or engage in activities that harm our platform or reputation. Upon termination, you must immediately cease using our services and remove any proprietary materials in your possession.

11.8 Taxes and Fees

All fees assessed by iamnpgt.ai are exclusive of any sales, VAT, GST, or other applicable taxes. Customers are responsible for any taxes associated with their use of the services. We reserve the right to modify any fees or assessments due to changes in tax laws.