CQ Platform Agreement

1.1 Service

The SaaS fundraising platform provided by Provider, including access to the proprietary investor database, associated software, updates, and documentation.

1.2 Proprietary Information

All confidential and proprietary information of Provider, including investor data, software, algorithms, analytics, business strategies, and trade secrets.

1.3 Authorized Users

Individuals authorized by Customer to use the Service, including employees, contractors, or agents.

1.4 Customer Data

Any data originated by Customer that Customer submits to the Service while using the Service.

1.5 Intellectual Property Rights

Patent, copyright, mask work, moral rights, publicity, trademark, trade dress, service marks, goodwill, trade secret rights, and other IP rights worldwide.

2.1 Provision of Service

Provider shall make the Service available to Customer and its Authorized Users during the Term. Customer’s purchase is not contingent on future functionality or public statements.

2.2 Support

Provider shall offer (a) email support during business hours (9:00 AM–5:00 PM ET, Monday–Friday, excluding holidays); (b) access to documentation; (c) regular updates; (d) emergency support for critical availability issues; and (e) quarterly reviews on performance, usage, and optimizations.

2.3 Service Levels

Provider shall use commercially reasonable efforts to keep the Service available 24/7 except for planned downtime (with ≥ 8 hours notice scheduled on weekends) or events outside Provider’s control (e.g., acts of God, governmental acts, natural disasters, civil unrest, strikes, ISP failures, or DDoS attacks).

3.1 Use of Service

Provider grants Customer a non-exclusive, non-transferable right to access and use the Service solely for internal business purposes during the Term.

3.2 Authorized Users

Customer may permit Authorized Users to use the Service for internal business purposes and is responsible for their compliance.

3.3 Restrictions

Customer will not: (a) commercially exploit the Service beyond Authorized Users; (b) process third-party data; (c) modify or hack Provider systems; (d) imply false sponsorship; (e) violate privacy rights; (f) upload infringing content; (g) disrupt Service integrity; (h) reverse engineer software; (i) post unlawful or discriminatory content; (j) transmit protected health information unless agreed in writing; (k) distribute malware; (l) run automated systems generating unnatural request volumes.

3.4 Customer Responsibilities

Customer is responsible for all activity under its accounts and must comply with all applicable laws, treaties, and regulations, including those covering data privacy and international data transfers.

4.1 Reservation of Rights

Provider and its licensors retain all rights to the Service and related IP. Customer receives only expressly granted rights.

4.2 Restrictions

Customer shall not permit third parties to access the Service beyond what is allowed, create derivative works, copy or mirror content (except internally), reverse engineer, or use the Service to build competing products or copy features.

4.3 Ownership of Customer Data

Customer exclusively owns Customer Data. Customer grants Provider a license to use, reproduce, and display Customer Data solely to deliver the Service.

4.4 Suggestions

Provider may use customer suggestions, enhancements, and feedback royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual.

5.1 Confidential Information

Confidential Information includes business, technical, and financial information disclosed by either party, including Service features, terms, and marketing plans.

5.2 Protection

Receiving Party agrees to protect Confidential Information with reasonable care and only use it for purposes consistent with this Agreement.

5.3 Compelled Disclosure

Receiving Party may disclose Confidential Information when compelled by law, provided it gives prior notice and reasonable assistance at Disclosing Party’s cost.

6.1 Data Security

Provider will maintain administrative, physical, and technical safeguards to protect Customer Data, will not modify or disclose it except as required, and will access it only to provide or support the Service.

6.2 Privacy Policy

Provider’s Privacy Policy (Privacy Agreement) is incorporated herein; Provider may revise it and notify Customers via the Service or notifications. Continued use constitutes acceptance.

6.3 Data Processing Agreement

When Provider processes Personal Data contained in Customer Data, the terms of the Data Processing Agreement are incorporated by reference and govern that processing.

7.1 Term

The Agreement runs for one year (Initial Term) and automatically renews for successive one-year Renewal Terms unless either party gives written notice at least 30 days before the end of the then-current term.

7.2 Termination for Cause

Either party may terminate for cause with 30 days’ notice of a material breach that remains uncured or if the other party becomes subject to insolvency proceedings.

7.3 Effect of Termination

On termination, all rights and licenses end immediately, access is revoked, Confidential Information is returned or destroyed, and Provider may delete Customer Data after making it available for 30 days.

7.4 Surviving Provisions

Sections titled “Proprietary Rights,” “Confidentiality,” “Limitation of Liability,” “Indemnification,” and “General Provisions” survive termination.

8.1 Limitation

Provider’s aggregate liability arising out of this Agreement shall not exceed the amount paid by Customer during the preceding 12 months.

8.2 Exclusion

Neither party shall be liable for lost profits, revenues, or indirect, special, incidental, consequential, cover, or punitive damages.

9.1 Customer Indemnity

Customer shall defend and indemnify Provider and its affiliates, officers, directors, employees, and agents from Claims arising from (a) Customer Data infringing IP rights or laws; (b) Customer’s violating use; (c) Customer’s breach of representations or obligations; (d) Customer’s gross negligence or willful misconduct; and (e) acts or omissions of Authorized Users.

9.2 Procedure

Provider shall promptly notify Customer of Claims, give Customer control of defense and settlement, and provide reasonable assistance at Customer’s expense. Failure to comply does not relieve indemnity except if Customer is materially prejudiced.

9.3 Exclusive Remedy

This section is the indemnifying party’s sole liability for Claims described herein.

10.1 Governing Law

Delaware law governs without regard to conflict of laws; the UN Convention on Contracts for the International Sale of Goods does not apply.

10.2 Venue

Delaware state and federal courts have exclusive jurisdiction over disputes arising from this Agreement.

10.3 Entire Agreement

This Agreement, including exhibits and Order Forms, is the entire agreement superseding prior proposals or representations.

10.4 Assignment

Neither party may assign without written consent except to Affiliates or as part of a merger/acquisition; breach assignment allows the non-assigning party to terminate.

10.5 Relationship

Parties are independent contractors; no partnership or agency is created.

10.6 Waiver

Waivers must be in writing and are construed narrowly.

10.7 Excuses

Neither party is liable for delays caused by events beyond its reasonable control.

10.8 Notices

Notices go to the addresses in the order form; deemed received per Section. A party may update notice info via written notice.

10.9 Severability

Invalid provisions are amended to reflect intent while leaving the rest of the Agreement in force.

10.10 Force Majeure

Neither party is liable for failure or delay due to causes beyond control, including acts of God, government, floods, civil unrest, strikes, or cyberattacks. Performance deadlines extend by the delay period.

10.11 Notices

Notices must be in writing and are deemed received two days after mailing, email, or courier delivery. Updated addresses require notice.

10.12 Waiver of Jury Trial

Each party waives any right to jury trial for actions arising from this Agreement.

10.13 Export Compliance

Service technology may be subject to export laws. Each party confirms it is not on a denied-party list and will not access the Service from embargoed countries.

10.14 Anti-Corruption

Neither party has offered or received improper payments; reasonable gifts are allowed.

10.15 Relationship to Order Form

This Agreement is incorporated into the Order Form. Order Form terms prevail if conflict arises.

10.16 Binding

By signing the Order Form, Customer acknowledges understanding and binding acceptance of this Agreement.

By accessing or using the CQ Platform services, Customer acknowledges reading, understanding, and agreeing to the terms herein. If Customer disagrees, do not use the services.

This Agreement is effective as of the date Customer executes the Order Form agreement.

12.1 Updates

Provider may modify the Agreement at any time and will notify Customers via the Service or notifications.

12.2 Acceptance

Continued use after posting any changes constitutes acceptance.

Provider shall provide email support during business hours, documentation access, regular updates, emergency support, and quarterly service reviews.

Service Level Agreement details: availability commitments, definitions, reporting, scheduled maintenance, exclusions, remedies, and ability to modify with 30 days’ notice.