Terms of Service

2.1 Account Registration

Access to the Service requires an account. Customer is responsible for maintaining accurate account information and all activity occurring under its account.

2.2 Authorized Users

Customer may permit employees or contractors (“Authorized Users”) to access the Service solely for Customer’s internal business purposes. Customer is responsible for compliance by all Authorized Users.

3.1 License

Subject to these Terms and payment of applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Service for so long as Customer’s account remains active and in good standing.

3.2 Restrictions

Customer shall not:

• Reverse engineer, decompile, or disassemble the Service
• Copy, modify, or create derivative works of the Service
• Use the Service in violation of applicable laws or regulations
• Circumvent security or usage limits
• Resell, sublicense, or provide the Service to third parties without written consent

4.1 Post-Paid, Usage-Based Service

The Service is provided on a post-paid, usage-based basis. There is no subscription fee, advance payment, or minimum volume commitment unless expressly set forth in a separate written pricing agreement between the parties.

At the close of each monthly billing period, Company determines the number of Leads (as defined in Section 4.2) attributable to Customer during that period and invoices Customer in arrears for the resulting fees.

4.2 Definition of a Lead

For all fee calculation purposes, a “Lead” means a single end-user form submission that is routed through the Colab Commerce system.

For clarity:

• Each qualifying form submission is counted as one (1) Lead at the time it is routed by the Service
• A Lead is counted regardless of the outcome of the routing, including whether the receiving party responds, contacts the end user, or converts the Lead into a sale
• Company’s records of Leads routed through the Service are the authoritative record for billing purposes, absent manifest error

Company will not count as billable Leads: (a) submissions generated by Company for testing, demonstration, or diagnostic purposes; and (b) duplicate submissions that Company determines were caused by a system or transmission error.

4.3 Rates

Fees are calculated at Company’s published rates in effect at the start of the applicable billing period, including any published volume tiers, as posted at colabcommerce.com/pricing.

Company may modify its published rates upon thirty (30) days’ notice, with modified rates applying to billing periods beginning after the notice period.

Published rates may be superseded by a separate written pricing agreement executed by both parties. Where such an agreement exists, its rates, tiers, minimums, and terms control for the duration of that agreement and to the extent of any conflict with these Terms or the published rates.

4.4 Payment

• Invoices are issued in arrears following the close of each billing period
• Payment is due within fifteen (15) days of the invoice date unless otherwise agreed in writing
• Customer authorizes Company to charge the payment method on file for amounts invoiced
• Fees for Leads already routed through the Service are non-refundable except as required by law

4.5 Billing Disputes

Customer must notify Company in writing of any good-faith dispute regarding an invoice within thirty (30) days of the invoice date. Undisputed amounts remain payable when due. Invoices not disputed within that period are deemed accepted.

4.6 Late Payments

Company may suspend or terminate access for overdue accounts. Past-due amounts may accrue interest at the maximum rate permitted by law.

4.7 Taxes

Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, except where prohibited by law.

5.1 Ownership

Customer retains all rights, title, and interest in any data, content, or information submitted to the Service (“Customer Data”).

5.2 License to Company

Customer grants Company a limited, non-exclusive, worldwide license to host, store, process, transmit, and display Customer Data solely as necessary to:

• Provide, maintain, and support the Service
• Enforce these Terms
• Improve and develop the Service

5.3 Aggregated and Anonymized Data

Company may collect, generate, use, publish, share, and sell aggregated and anonymized data derived from Customer Data, provided that such data:

• Does not identify Customer or any individual
• Is combined with data from other customers or sources
• Cannot reasonably be used to re-identify Customer or any individual

Aggregated and anonymized data is Company’s proprietary data, and Customer has no ownership interest in such data.

5.4 Data Security

Company will implement commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. Absolute security is not guaranteed.

5.5 Data Retention and Deletion

Upon termination, Company may retain Customer Data for a reasonable period consistent with legal obligations and backup practices, after which Customer Data may be deleted.

9.1 Suspension

Company may suspend access for violations, security risks, or unpaid fees.

9.2 Termination

Either party may terminate at any time upon written notice, or immediately for material breach.

Termination does not relieve Customer of the obligation to pay for all Leads routed through the Service prior to the effective date of termination. Company will issue a final invoice for any accrued and unbilled usage, payable in accordance with Section 4.4.