Terms of Service

1. Use of Our Service

Colleckt provides identity verification services to businesses, including commercial mail receiving agencies, for use in verifying the identities of their End Customers, including in connection with United States Postal Service Form 1583, Application for Delivery of Mail Through Agent.

A. Eligibility

The Service is intended solely for use by businesses and other legal entities, and not for personal, family, or household purposes. By using the Service, you represent and warrant that you are using the Service on behalf of a business or other legal entity, and that each individual who accesses or uses the Service on your behalf is at least 18 years old. If you are accepting this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you are duly authorized to bind that entity to this Agreement, in which case the terms “you” and “your” refer to that entity.

B. Colleckt Service

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, revocable license to use the Service as permitted by the features of the Service. Colleckt reserves all rights not expressly granted herein in the Service and the Colleckt Content (as defined below). Colleckt may terminate this license as provided in Section 1(D).

Colleckt may, from time to time and in its sole discretion, release updates, upgrades, patches, or new versions of the Service that add, modify, or remove features or functionality, and such updates may be deployed automatically without prior notice to you.

You are solely responsible for providing, and for all costs and fees associated with, the hardware, devices, internet access, and telecommunications services required to access and use the Service.

C. Colleckt Accounts

Account Creation. Your Colleckt account gives you access to the Service and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Partners.

Third-Party Connections. By connecting to Colleckt with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store, subject to the safeguards described in Section 7, any access tokens or other credentials that service issues to maintain the connection.

Account Security. You may not share your account credentials with anyone. Each individual who accesses the Service on your behalf must use his or her own unique login credentials, and you must promptly disable the access of any individual who no longer requires it. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Colleckt immediately of any breach of security or unauthorized use of your account. Except to the extent caused by Colleckt’s failure to comply with Section 7, Colleckt will not be liable for any losses caused by any unauthorized use of your account. You may control your Partner profile and how you interact with the Service by changing the settings available within your account.

Communications. By providing Colleckt your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences through the settings available within your account. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

D. Service Rules

You agree not to engage in any of the following prohibited activities:

(i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”;

(ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Colleckt servers than a human can reasonably produce in the same period of time by using a conventional online web browser;

(iii) transmitting spam, chain letters, or other unsolicited email;

(iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service;

(v) taking any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;

(vi) uploading invalid data, viruses, worms, or other software agents through the Service;

(vii) collecting or harvesting any personally identifiable information, including account names, from the Service, other than your own Submitted Information and the verification results that the Service makes available to you for your End Customers;

(viii) using the Service for any commercial solicitation purposes;

(ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;

(x) interfering with the proper working of the Service;

(xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service;

(xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein;

(xiii) modifying, formatting, or presenting your own website, marketing materials, social media, or other communications in a manner that suggests, states, or implies an affiliation with, endorsement, sponsorship, certification, or approval by Colleckt that does not in fact exist, or that misrepresents the nature, scope, or existence of your relationship with Colleckt; or

(xiv) using any artificial intelligence, machine learning, large language model, autonomous agent, or other automated system (collectively, “Partner AI”) to access, interact with, or generate traffic against the Service in volumes or patterns that exceed what a single human user could reasonably produce in the same period through ordinary use, or to access the Service other than through interfaces and APIs that Colleckt has officially designated for programmatic use.

We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Partners generally; or create usage limits for the Service; provided, however, that Colleckt will use commercially reasonable efforts to notify you in advance of any change that materially reduces the security of the Service or materially degrades its core identity verification functionality.

Colleckt may terminate this Agreement or your access to the Service for convenience upon thirty (30) days’ written notice to you. If Colleckt terminates under the preceding sentence, Colleckt will refund any prepaid subscription Fees attributable to the period after the effective date of termination. If Colleckt discontinues the Service entirely, or discontinues providing the Service to you, other than as permitted by the following sentence, that discontinuance will be treated as a termination for convenience under this paragraph. Colleckt may suspend or terminate your access to the Service immediately, with or without notice and without refund or liability, if (i) you breach this Agreement; (ii) any amount you owe is past due; (iii) Colleckt reasonably believes that your use of the Service poses a security risk, involves fraud, or may subject Colleckt or any third party to liability; or (iv) suspension or termination is required by law or by a governmental authority. Upon any termination, you continue to be bound by this Agreement.

E. Restrictions

You will not, and will not permit any other party to: (i) disassemble, decompile or reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Service to any third party or use the Service to provide time sharing or similar services for any third party; (iii) modify, copy or make derivative works based on any part of the Service; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Service, features that prevent or restrict use or copying of any content accessible through the Service, or features that enforce limitations on use of the Service; (v) delete the copyright and other proprietary rights notices on the Service; or (vi) interfere with or disrupt the integrity, operation or performance of the Service or the data contained therein.

You agree that the terms and conditions of this Agreement will apply to all updates, upgrades, and new versions of the Service made available under this Agreement. Any third-party code that may be incorporated in the Service is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code.

If the Service is being acquired on behalf of the United States Government, then the following provision applies: the Service will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFARS Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any accompanying documentation by the U.S. Government will be governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement. The Service originates in the United States, and is subject to United States export laws and regulations. The Service may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Service may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Service.

F. Plans and Plan Restrictions

The Service may be available via various licensing tiers (each a “Plan”). Each Plan licensee is assigned a unique user identification name and password (“User ID”) for access to and use of the Service. User IDs cannot be shared or used by more than one Plan licensee at a time. In addition, you agree to abide by any additional Plan restrictions outlined in any Plan documentation provided to you by Colleckt.

You will not, and will not permit any other party to, create, maintain, or use multiple accounts, rotate credentials across accounts, or otherwise orchestrate activity across accounts in order to circumvent any usage limit, rate limit, Plan restriction, fee, or feature limitation applicable to the Service. You are solely responsible for all activity conducted under your account, including all activity conducted by any Partner AI, script, or other automated system that you, your personnel, or any third party operating on your behalf use in connection with the Service, and you may not disclaim responsibility for such activity on the basis that it was initiated, directed, or executed by an automated system rather than by a human.

2. Partner Content

Ownership and License. In connection with your use of the Service, you may submit, and may direct or enable your End Customers to submit, documents, photographs (including facial images), and other information about you and your End Customers to Colleckt for purposes of identity verification, including in connection with United States Postal Service Form 1583, Application for Delivery of Mail Through Agent (“Submitted Information”). As between you and Colleckt, you retain all ownership rights in your Submitted Information. By providing Submitted Information, or directing or enabling your End Customers to provide it, you grant Colleckt a non-exclusive, worldwide, royalty-free license to use, copy, store, and disclose your Submitted Information solely as necessary to perform the Service, including to verify the identities of you and your End Customers, to complete and submit USPS Form 1583 and related filings, to detect and prevent fraud, and to comply with applicable law. Colleckt may also create and use Aggregated Data as provided in Section 6. Colleckt does not make your Submitted Information available to other Partners, and nothing in this Agreement grants any other Partner a license to access or use your Submitted Information.

You represent and warrant that: (i) all Submitted Information you provide is true, accurate, and not misleading; (ii) you have all rights, authority, and authorizations necessary to provide such information to Colleckt, to direct or enable your End Customers to provide it, and to grant the license set forth in this Section 2, and neither such information nor its provision to Colleckt infringes, misappropriates, or violates any third party’s rights, including any Intellectual Property Rights or privacy rights; (iii) before any Submitted Information about an End Customer is collected or submitted through the Service, you have provided all notices to, and obtained all consents and authorizations from, that End Customer that are required under applicable law (including privacy, data protection, and biometric privacy laws) for Colleckt to collect, use, store, and disclose that Submitted Information as contemplated by this Agreement and the Privacy Policy; (iv) where Submitted Information relates to any individual other than the End Customer completing the verification (including any additional adult or minor listed on USPS Form 1583), you are authorized, by that individual or by a person with legal authority to act on that individual’s behalf, to provide that individual’s information to Colleckt; (v) you will comply with all laws and regulations applicable to your business and to your use of the Service, including United States Postal Service regulations governing commercial mail receiving agencies; and (vi) you will not submit Submitted Information for any fraudulent, unlawful, or improper purpose, including to misrepresent your identity or the identity of another person. You will maintain records of the notices provided and the consents and authorizations obtained under this Section 2 for so long as required by applicable law, and will provide copies to Colleckt within ten (10) business days after Colleckt’s reasonable request in connection with a legal requirement, a regulatory inquiry, or a claim.

Colleckt takes no responsibility and assumes no liability for Submitted Information you provide, except as necessary to perform the Service. You are solely responsible for the accuracy of the Submitted Information you provide and the consequences of providing it. You are solely responsible for retaining any records, including copies of USPS Form 1583 and supporting identification documents, that you are required by law or by the United States Postal Service to retain.

No Consumer Report. The Service, and any identity-verification results Colleckt provides in connection with United States Postal Service Form 1583 or otherwise, are not a “consumer report” as defined by the Fair Credit Reporting Act, 15 U.S.C. § 1681a(d), and Colleckt is not a “consumer reporting agency” as defined by 15 U.S.C. § 1681a(f). Nothing in this Agreement or in the Service is intended to, or shall be construed to, impose on Colleckt any obligation applicable to a consumer reporting agency under the Fair Credit Reporting Act. You may not use the Service, or any output of the Service, to make or assist in making any decision regarding a consumer’s eligibility for credit, employment, insurance, housing or tenancy, or any other purpose covered by the Fair Credit Reporting Act, without Colleckt’s prior written consent.

Definition. For purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

3. Our Proprietary Rights

Ownership. Except for your Submitted Information, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Colleckt Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Colleckt and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Colleckt Content. Use of the Colleckt Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

Feedback and Ideas. You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Colleckt under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Colleckt does not waive any rights to use similar or related ideas previously known to Colleckt, or developed by its employees, or obtained from sources other than you.

Non-Exclusivity. Nothing in this Agreement grants you any exclusive right to the Service, and Colleckt may at any time provide the Service to any other person or entity, including your competitors, in any industry, geography, or market segment.

Our Confidential Information. You acknowledge that, in connection with your use of the Service, you may receive information from or about Colleckt that is not generally known to the public, including non-public information about the Service, pricing, product roadmaps, business operations, and technology (“Colleckt Confidential Information”). You agree to hold all Colleckt Confidential Information in confidence, to use it solely in connection with your authorized use of the Service, and not to disclose it to any third party without Colleckt’s prior written consent. This obligation does not apply to information that is or becomes publicly available through no fault of yours, was rightfully known to you without a duty of confidentiality before disclosure, or is required to be disclosed by law (provided you give Colleckt prompt notice where legally permitted). Your obligations to maintain the confidentiality of the Colleckt Confidential Information shall extend during the term of this Agreement plus five (5) years thereafter.

Your Confidential Information. Colleckt will treat Submitted Information, and any non-public information about your business that you provide to Colleckt in connection with the Service, as confidential (“Partner Confidential Information”). Colleckt will use Partner Confidential Information only to provide the Service and as otherwise permitted by this Agreement, and will not disclose it to any third party except (i) to its employees, contractors, and Service Providers (as defined in Section 7(C)) who need access to it to provide the Service and who are bound by confidentiality obligations at least as protective as those in this Agreement; (ii) as you direct, including in connection with the submission of USPS Form 1583 and related filings; or (iii) as required by law, provided that, where legally permitted, Colleckt gives you prompt notice of the required disclosure. The exclusions stated in the preceding paragraph apply to Partner Confidential Information, other than Submitted Information about an identified or identifiable individual, which remains subject to this paragraph for so long as Colleckt retains it.

Publicity. Colleckt may identify you as a customer of Colleckt and describe, in general terms, the services provided to you in its marketing and sales materials, customer lists, case studies, press releases, and on its website and social media channels. You may opt out of this reference use at any time by providing written notice to Colleckt, after which Colleckt will cease the further reference use within a reasonable period (it being understood that materials already in distribution need not be recalled).

4. Paid Services

Billing Policies. Certain aspects of the Service are provided for fees and other charges (“Fees”) as set forth in your Plan, in any Ordering Document, or on Colleckt’s pricing page then in effect (collectively, the “Pricing Terms”). If you elect to use any paid aspect of the Service, you agree to pay all Fees in accordance with the Pricing Terms in effect at the time the Fees are incurred. Fees may be charged on a subscription basis, on a per-unit or per-verification basis, or both, as specified in the Pricing Terms. Unless otherwise agreed in a writing signed by Colleckt, (i) subscription Fees are billed monthly in advance; (ii) per-unit Fees are billed monthly in arrears for units used during the preceding billing period; and (iii) paid subscriptions automatically renew for successive monthly billing periods at the then-current rate until cancelled in accordance with this Agreement. You authorize Colleckt and its third-party payment processors to charge your designated payment method for all Fees and other amounts when due. You may cancel your subscription at any time through your account settings or by written notice to Colleckt; cancellation will take effect at the end of the then-current billing period, and you will retain access to the paid features through the end of that period. Cancellation does not relieve you of your obligation to pay any Fees incurred before the cancellation takes effect. Colleckt may add new services for additional Fees, or change the Fees for existing services, at any time in its sole discretion. Notwithstanding the Notification Procedures and Changes to the Agreement provision in Section 14, any change to the Fees will take effect at the beginning of the first billing period that begins after Colleckt provides notice of the change to you, and your continued use of the paid Service after the change takes effect constitutes your acceptance of the change.

Late Payments, Suspension, and Reactivation. If any amount owed to Colleckt is not paid when due, Colleckt may, in addition to any other rights and remedies available to it and without liability to you, suspend your access to all or any part of the Service until all overdue amounts are paid in full. Any amount not paid when due shall accrue interest from the original due date until paid in full at the rate of one percent (1%) per month, without compounding, or the maximum rate permitted by applicable law, whichever is lower. You shall reimburse Colleckt for all reasonable costs it incurs in collecting overdue amounts, including reasonable attorneys’ fees and collection agency fees, to the extent permitted by applicable law. If a suspended, terminated, cancelled, or lapsed account is later reactivated, Colleckt may, in its sole discretion, require payment of all outstanding amounts and of a reactivation fee as set forth in the Pricing Terms as a condition of restoring access.

Billing Disputes. If you believe that any charge is incorrect, you must notify Colleckt in writing at support@colleckt.io within thirty (30) days after the date of the invoice or charge, describing the disputed amount and the basis for the dispute in reasonable detail. The parties will cooperate in good faith to resolve the dispute, and you must timely pay all amounts due (disputed and nondisputed), and Colleckt will give you a refund if a disputed amount should be returned to you. To the extent permitted by applicable law, any charge that you do not dispute in writing within that thirty (30) day period is final and deemed accepted by you.

No Refunds. Except as provided in Section 1(D) or as required by applicable law, all Fees and other amounts paid are non-refundable, and no partial-month, pro-rated, or other refund or credit will be issued for any unused portion of a billing period, any unused verifications or other units, or any downgrade of your Plan. Except as provided in Section 1(D), if Colleckt suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any Colleckt Content, any unused time on a subscription, any license or subscription Fees for any portion of the Service, any content or data associated with your account, or anything else. If Colleckt terminates your account or this Agreement because of your breach of this Agreement, all Fees for the remainder of the then-current billing period will become immediately due and payable.

Payment Information; Taxes. All information that you provide in connection with any purchase or other payment transaction through the Service must be accurate, complete, and current, and you must promptly update your payment information if it changes. You agree to pay all charges incurred through your account using your credit card, debit card, or other payment method at the prices in effect when such charges are incurred, and you are responsible for all charges made by any person using your account or payment method. All Fees are exclusive of, and you are responsible for paying, all sales, use, value-added, withholding, and other taxes, duties, and governmental assessments associated with your purchases, other than taxes based on Colleckt’s net income. If Colleckt is required to collect or pay any such taxes, they will be invoiced to you unless you provide Colleckt with a valid tax exemption certificate. Unless otherwise specified, all Fees and other amounts referenced in this Agreement are stated and payable in United States Dollars (USD).

5. Data on Termination

Following the effective date of any termination, cancellation, lapse, or non-renewal of your account or paid subscription, Colleckt will, for a period of thirty (30) days, make commercially reasonable efforts to provide you with the ability to export your data from the Service. After that thirty (30)-day period expires, Colleckt may delete, destroy, or render permanently inaccessible the Submitted Information and other data associated with your account in accordance with its data retention and disposal procedures, except (i) to the extent Colleckt is required by applicable law to retain it; (ii) copies residing in backup systems, which will be overwritten or destroyed in the ordinary course of Colleckt’s backup rotation and will remain subject to Section 7 until then; (iii) Biometric Data, which will be destroyed as provided in Section 7(D); and (iv) Aggregated Data (as defined in Section 6), which is not subject to deletion under this Section 5. Colleckt will have no further obligation to retain, return, export, migrate, or otherwise make available any such data. You are solely responsible for exporting and preserving copies of your data within the thirty (30)-day window; Colleckt has no obligation to retain or transfer your data after that window closes.

6. Aggregated Data

Aggregated Data. Colleckt may collect data regarding the use and performance of the Service, and may de-identify and aggregate Submitted Information and such usage data so that the resulting data does not identify, and cannot reasonably be used to identify or be linked to, you, any End Customer, or any other individual (“Aggregated Data”). Colleckt may use Aggregated Data to operate, maintain, secure, and improve the Service, including its fraud detection and prevention capabilities, and may disclose Aggregated Data to third parties only in a form that does not identify you or any End Customer. Colleckt will take reasonable measures to ensure that Aggregated Data cannot be associated with an individual, will not attempt to re-identify Aggregated Data, and will contractually prohibit any recipient of Aggregated Data from attempting to re-identify it. Colleckt will not create Aggregated Data from any Biometric Data (as defined in Section 7(D)), any image of an individual’s face, or any image of an identity document. As between you and Colleckt, Colleckt owns all Aggregated Data.

7. Security

A. Security Program

Colleckt maintains a written information security program that includes administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Submitted Information and of the systems used to provide the Service, including encryption of Submitted Information in transit and at rest, role-based access controls, and logging and monitoring of access to Submitted Information. Colleckt may update its safeguards from time to time, provided that no update materially reduces the overall level of protection they provide. Upon your written request, no more than once in any twelve (12) month period and subject to your confidentiality obligations under this Agreement, Colleckt will make available to you a summary of its security practices and a copy of its most recent SOC 2 report, when available. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your or your End Customers’ personal information for improper purposes. Except to the extent prohibited by applicable law, you acknowledge that you provide your or your End Customers’ personal information at your own risk. Nothing in this Section 7 limits any obligation of Colleckt that cannot be waived or limited under applicable law.

B. Security Incidents

If Colleckt confirms any unauthorized acquisition of, or access to, Submitted Information in Colleckt’s possession or control (a “Security Incident”), Colleckt will (i) notify you without undue delay, and in any event within any period required by applicable law, at the email address associated with your account; (ii) provide you with information reasonably available to Colleckt about the Security Incident to assist you in meeting any notification obligations you may have to End Customers or governmental authorities; and (iii) take reasonable steps to contain, investigate, and remediate the Security Incident. Colleckt’s notice of, or response to, a Security Incident is not an acknowledgment of fault or liability. You must notify Colleckt promptly at ops-prod@colleckt.io of any actual or suspected Security Incident or unauthorized use of your account or credentials of which you become aware.

C. Service Providers

Colleckt may use third-party service providers, including hosting, data storage, document authentication, biometric matching, and communications providers (“Service Providers”), in providing the Service. Colleckt will require each Service Provider that accesses Submitted Information to protect it with safeguards no less protective than those required of Colleckt by this Section 7, and Colleckt will remain responsible for the performance of its obligations under this Agreement that it delegates to a Service Provider.

D. Biometric Data

To the extent the Service captures, derives, or uses a biometric identifier or biometric information (such as a scan of face geometry) from a photograph or other image of an End Customer (“Biometric Data”): (i) Colleckt will use Biometric Data solely to perform the identity verification you request and to detect and prevent fraud in connection with that verification, and will not sell, lease, trade, or otherwise profit from Biometric Data; (ii) before any Biometric Data is captured, the Service will present to the End Customer the notice and request for consent that Colleckt determines is required by applicable law, and you will not alter, obscure, or circumvent that notice or request; and (iii) Colleckt will permanently destroy Biometric Data in accordance with its publicly available biometric data retention and destruction policy, and in any event within the time required by applicable law. The foregoing does not limit your obligations under Section 2.

E. Your Security Responsibilities

The security of the Service depends in part on controls that you maintain. You are responsible for (i) managing the access of your personnel to the Service, including promptly removing access for any individual who no longer requires it; (ii) enabling multi-factor authentication where the Service makes it available; (iii) securing the devices, networks, and systems you use to access the Service; (iv) protecting any Submitted Information, USPS Form 1583, supporting identification documents, or verification results that you download, print, or export from the Service; and (v) providing the notices and obtaining the consents and authorizations required by Section 2.

8. Intellectual Property Complaints

If you believe that any material made available through the Service infringes your intellectual property rights, please notify Colleckt at legal@colleckt.io. Colleckt may remove such material and may suspend or terminate, in accordance with Section 1(D), the account of any Partner that infringes the intellectual property rights of others.

9. Third-Party Links

The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Colleckt. Colleckt does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website from the Service, you do so at your own risk, and you understand that this Agreement and Colleckt’s Privacy Policy do not apply to your use of such sites. You expressly relieve Colleckt from any and all liability arising from your use of any third-party website, service, or content.

10. Indemnity

A. Partner Indemnification

You shall defend, indemnify, and hold harmless Colleckt, its affiliates, and their respective managers, members, owners, directors, officers, employees, contractors, agents, and licensors (collectively, the “Colleckt Indemnitees”) from and against any and all claims, demands, suits, causes of action, losses, liabilities, damages, fines, penalties, settlements, judgments, costs, and expenses (including, without limitation, reasonable attorneys’ fees, expert witness fees, and court or arbitration filing, administrative, and arbitrator fees) (collectively, “Losses”) arising out of, relating to, or resulting from any claim, demand, suit, or proceeding brought or asserted against a Colleckt Indemnitee by any third party, including any End Customer or other individual consumer, customer, or end user of your platform, services, or products, or any governmental authority (each, a “Third-Party Claim”). Without limiting the foregoing, your obligations under this Section 10 include Third-Party Claims arising out of or relating to: (i) your use of or access to the Service, including any data or content transmitted or received by you; (ii) your breach of any term of this Agreement, including any of your representations and warranties; (iii) your violation of any third-party right, including any right of privacy or any Intellectual Property Right; (iv) your violation of any applicable law, rule, or regulation; (v) Submitted Information or any other information or content submitted through your account, including any misleading, false, or inaccurate information; (vi) your negligence or willful misconduct; (vii) your failure to provide any notice or to obtain any consent or authorization required under applicable law; or (viii) any other party’s access to or use of the Service with your User ID or other security credentials.

EXPRESS NEGLIGENCE. YOUR OBLIGATIONS UNDER THIS SECTION 10 APPLY TO THIRD-PARTY CLAIMS AND LOSSES ARISING IN WHOLE OR IN PART FROM THE SOLE, JOINT, CONCURRENT, OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OF ANY COLLECKT INDEMNITEE. YOU ACKNOWLEDGE THAT THIS PROVISION IS CONSPICUOUS AND SATISFIES THE EXPRESS NEGLIGENCE RULE AND ANY OTHER FAIR NOTICE REQUIREMENT UNDER APPLICABLE LAW.

B. Control of Defense

Colleckt will notify you promptly of any Third-Party Claim for which a Colleckt Indemnitee seeks defense or indemnification, provided that any delay in notification will not relieve you of your obligations under this Section 10 except to the extent you are materially prejudiced by the delay. You shall immediately assume the defense of the Third-Party Claim using reputable legal counsel acceptable to Colleckt, and shall pay all costs of the defense as they are incurred, including by advancing any consumer arbitration filing fees, administrative fees, or arbitrator compensation that a Colleckt Indemnitee is required to pay to defend the Third-Party Claim. Colleckt may participate in the defense with counsel of its own choosing at its own expense, or at your expense if an actual conflict of interest exists between you and the Colleckt Indemnitee. If you fail to assume the defense within ten (10) days after Colleckt’s notice, or fail to defend the Third-Party Claim diligently, Colleckt may defend the Third-Party Claim with counsel of its choosing, and you shall reimburse Colleckt for all resulting Losses, including reasonable attorneys’ fees, as they are incurred. You may not settle any Third-Party Claim against a Colleckt Indemnitee without Colleckt’s prior written consent if the settlement imposes any financial or operational obligation or liability on, or admits any fault on the part of, any Colleckt Indemnitee, or does not include a full and unconditional release of the Colleckt Indemnitees. Notwithstanding Section 13, if a Third-Party Claim is pending in a court or arbitral forum, Colleckt may assert its rights under this Section 10 against you in that proceeding, including by third-party complaint or joinder, to the extent permitted by the rules of that forum.

C. Relationship to Limitations of Liability

Your obligations under this Section 10 are independent of, and are not subject to or limited by, any limitation, exclusion, or cap on liability or damages, or any disclaimer, that would otherwise limit your liability, whether set forth in this Agreement, in any Ordering Document, or elsewhere, including any limitation on indirect, incidental, special, consequential, exemplary, or punitive damages, unless an Ordering Document signed by an authorized representative of Colleckt expressly refers to this Section 10(C) and states that it is intended to supersede it. Losses that you are obligated to pay under this Section 10 are deemed direct damages. Section 12 limits only the liability of Colleckt and its related persons and does not limit your liability. For purposes of the Time Limit for Claims in Section 14, a claim for defense or indemnification under this Section 10 accrues on the date the Third-Party Claim is finally resolved by judgment, award, or settlement.

11. No Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, COLLECKT, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

COLLECKT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE COLLECKT SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND COLLECKT WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COLLECKT, ITS AFFILIATES, OWNERS, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THIS SERVICE. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW OR CAUSED BY COLLECKT’S BREACH OF SECTION 7, UNDER NO CIRCUMSTANCES WILL COLLECKT BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COLLECKT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, UNLESS AND ONLY TO THE EXTENT THAT SUCH LIABILITY MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW OR SUCH UNAUTHORIZED ACCESS OR USE IS CAUSED BY COLLECKT’S BREACH OF SECTION 7; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) SUBMITTED INFORMATION OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

EXCEPT AS PROVIDED BELOW FOR DATA SECURITY CLAIMS, IN NO EVENT SHALL COLLECKT, ITS AFFILIATES, OWNERS, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU, IN THE AGGREGATE, FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE GREATER OF (A) THE AMOUNT YOU PAID TO COLLECKT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00). NOTWITHSTANDING THE FOREGOING, WITH RESPECT TO ANY CLAIM ARISING OUT OF COLLECKT’S BREACH OF SECTION 7 (SECURITY) OR OF ITS OBLIGATIONS REGARDING PARTNER CONFIDENTIAL INFORMATION UNDER SECTION 3 (EACH, A “DATA SECURITY CLAIM”), THE AGGREGATE LIABILITY OF COLLECKT, ITS AFFILIATES, OWNERS, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, AND LICENSORS SHALL NOT EXCEED THE GREATER OF (A) TWO (2) TIMES THE AMOUNT YOU PAID TO COLLECKT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED THOUSAND DOLLARS ($100,000) (THE “DATA SECURITY CAP”), AND IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF COLLECKT AND THE FOREGOING PERSONS FOR ALL CLAIMS, INCLUDING DATA SECURITY CLAIMS, EXCEED THE DATA SECURITY CAP. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COLLECKT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The Service is controlled and operated from facilities in the United States. Colleckt makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

13. Governing Law and Arbitration

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COLLECKT.

A. Governing Law and Venue

This Agreement, and any dispute, claim, or controversy arising out of or relating to this Agreement or the Service, will be governed by the substantive laws of the State of Texas, without regard to or application of any conflict of laws principles or rules, except that this Section 13 and any arbitration conducted under it will be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”). The U.N. Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising out of or relating to this Agreement that is not subject to arbitration under this Section 13 (including an action to compel arbitration, to stay proceedings pending arbitration, or to enforce Section 13(C) or Section 13(E)) shall be brought exclusively in the state courts located in Harris County, Texas, or in the United States District Court for the Southern District of Texas, Houston Division, and each party irrevocably consents to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum. Notwithstanding the foregoing, judgment upon any arbitration award may be entered in any court having jurisdiction thereof.

B. Dispute Resolution and Binding Arbitration

Informal Dispute Resolution. Before initiating an arbitration or other proceeding, the party asserting a claim must first send the other party a written notice (a “Dispute Notice”) describing the nature and basis of the claim and the specific relief sought and, for any claim asserted by you, stating your business name and the email address associated with your account and bearing the signature of one of your authorized officers (and not solely of your counsel). You must send any Dispute Notice to Colleckt via email at legal@colleckt.io. Colleckt will send any Dispute Notice to the email address associated with your account. For sixty (60) days after the Dispute Notice is received, the parties shall attempt in good faith to resolve the dispute informally, including, at the request of either party, through an individual telephone or video conference attended by an authorized representative of each party (with counsel, if desired). Neither party may commence an arbitration until that sixty (60) day period has expired. Any applicable statute of limitations will be tolled while the parties engage in this informal dispute resolution process. A court of competent jurisdiction may enforce this condition precedent, including by enjoining the filing or prosecution of any arbitration commenced in violation of it.

Agreement to Arbitrate. Except as provided under “Exceptions” below, any dispute, claim, or controversy between you and Colleckt arising out of or relating to this Agreement, the Service, or the relationship between the parties, whether based in contract, tort, statute, or any other legal theory, and including any dispute regarding the formation, existence, scope, validity, interpretation, or enforceability of this agreement to arbitrate (except as provided in Section 13(C) and Section 13(E)), shall be resolved exclusively by final and binding arbitration before a single arbitrator. The arbitration shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect and, in the case of a Mass Filing (as defined in Section 13(E)), its Mass Arbitration Supplementary Rules then in effect, in each case as modified by this Agreement. To reduce the cost of resolving any dispute, all arbitration hearings will be conducted by video conference or audio conference unless the arbitrator determines that an in-person hearing is necessary, in which case the hearing will take place in Harris County, Texas. The arbitrator shall issue a reasoned written award. Subject only to the optional appellate review described below, the award rendered by the arbitrator(s) shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction thereof.

Arbitration Fees. Payment of all filing, administrative, and arbitrator fees will be governed by the AAA’s applicable rules and fee schedules, except as otherwise provided in Section 13(E). Each party shall bear its own attorneys’ fees, costs, and expenses, except as otherwise provided in this Agreement.

Exceptions. Notwithstanding the foregoing, (i) either party may bring an individual action in small claims court if the claim qualifies for that court’s jurisdiction and remains in that court on an individual basis; (ii) either party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to protect its Intellectual Property Rights or the Colleckt Confidential Information, or to prevent unauthorized access to or use of the Service; and (iii) Colleckt may bring an action in court to collect unpaid Fees or other amounts owed under this Agreement. Any such court action shall be brought in the courts specified in Section 13(A), except for an action in small claims court.

Optional Appellate Review for Larger Claims. If the amount in controversy in an arbitration exceeds $75,000.00 (exclusive of arbitration fees and costs), either party may appeal the arbitrator’s award by filing a notice of appeal in accordance with, and within the time period specified by, the AAA’s Optional Appellate Arbitration Rules then in effect. Any such appeal will be conducted by an appellate panel constituted under those rules. The panel’s decision will be final and binding on the parties, and judgment upon it may be entered in any court having jurisdiction thereof, subject only to vacatur, modification, or correction on the grounds permitted by the FAA. An award that may be appealed under this paragraph will not be final for purposes of confirmation until the time to file a notice of appeal has expired without an appeal being filed or the appellate panel has issued its decision. This appellate procedure is not available for any arbitration in which the amount in controversy is $75,000.00 or less.

C. CLASS ACTION AND JURY TRIAL WAIVER

YOU AND COLLECKT AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE ACTION OR ARBITRATION. THIS WAIVER APPLIES TO CLASS ARBITRATION. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13(E) WITH RESPECT TO BATCHED PROCEEDINGS IN A MASS FILING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF MORE THAN ONE PARTY, MAY NOT PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, AND MAY AWARD RELIEF (INCLUDING DECLARATORY OR INJUNCTIVE RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. NO BATCHED PROCEEDING UNDER SECTION 13(E) IS, OR SHALL BE DEEMED TO BE, A CLASS OR REPRESENTATIVE PROCEEDING.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND COLLECKT EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, INCLUDING ANY CLAIM THAT IS NOT SUBJECT TO ARBITRATION OR THAT IS PERMITTED TO PROCEED IN COURT.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR THE AAA’S RULES, ANY DISPUTE REGARDING THE VALIDITY, SCOPE, OR ENFORCEABILITY OF THIS SECTION 13(C) SHALL BE DECIDED BY A COURT AND NOT BY AN ARBITRATOR. IF A COURT DETERMINES, AFTER EXHAUSTION OF ALL APPEALS, THAT THIS SECTION 13(C) IS UNENFORCEABLE WITH RESPECT TO ANY CLAIM OR REQUEST FOR RELIEF, THAT CLAIM OR REQUEST FOR RELIEF (AND ONLY THAT CLAIM OR REQUEST FOR RELIEF) SHALL BE SEVERED AND LITIGATED IN THE COURTS SPECIFIED IN SECTION 13(A), AND SHALL BE STAYED PENDING THE COMPLETION OF THE ARBITRATION OF ALL INDIVIDUAL CLAIMS. IN NO EVENT SHALL ANY CLAIM BE ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS.

D. Strict Confidentiality

All aspects of any arbitration, mediation, or informal dispute resolution under this Section 13, including the existence of the dispute or proceeding; any Dispute Notice, demand, pleading, brief, or other submission; all documents and information exchanged or produced; all testimony and hearing transcripts; all settlement communications; and the arbitrator’s rulings and any award (collectively, “Dispute Information”), are strictly confidential. Neither party, nor any of its officers, directors, employees, agents, counsel, witnesses, experts, or other representatives, shall disclose any Dispute Information to any third party, except: (i) to the extent reasonably necessary to prepare for or conduct the proceeding, to persons who have agreed in writing to be bound by confidentiality obligations at least as protective as this Section 13(D); (ii) to a party’s attorneys, accountants, auditors, insurers, lenders, and bona fide prospective acquirers or investors, each of whom is bound by a duty of confidentiality; (iii) to the extent required by law, regulation, subpoena, court order, or the rules of any securities exchange, provided that, where legally permitted, the disclosing party gives the other party prompt prior written notice and a reasonable opportunity to seek a protective order or other confidential treatment; (iv) in any court proceeding to compel arbitration, to confirm, vacate, modify, or enforce an award, or to obtain interim or injunctive relief, provided that the filing party shall seek to file Dispute Information under seal or in redacted form to the fullest extent permitted by the court; or (v) as expressly permitted by Section 13(E).

The arbitrator, any appellate arbitration panel, any mediator, and the AAA shall be bound by the confidentiality obligations of this Section 13(D), and the arbitrator shall, at the request of either party, enter a protective order to implement them. In any court proceeding between the parties arising out of or relating to this Agreement, the parties shall cooperate to seek entry of a protective order and to file Dispute Information and Colleckt Confidential Information under seal to the fullest extent permitted by the applicable court rules. Nothing in this Section 13(D) prohibits either party from reporting a possible violation of law to, or communicating with, any governmental agency or regulatory authority, or from making any other disclosure protected by law. The obligations in this Section 13(D) survive the termination of this Agreement and the conclusion of any proceeding, and the arbitrator or a court may award injunctive relief and damages for any breach of this Section 13(D).

E. Mass Filing Procedures

Definition and Application. If twenty-five (25) or more demands for arbitration asserting the same or substantially similar claims against Colleckt are submitted by or with the assistance of the same or coordinated counsel, law firms, or organizations within any one hundred eighty (180) day period (a “Mass Filing”), the procedures in this Section 13(E) will apply to every demand in the Mass Filing, notwithstanding any contrary provision of the AAA’s rules. To the extent not inconsistent with this Section 13(E), the AAA’s Mass Arbitration Supplementary Rules then in effect will also apply.

Individual Pre-Filing Requirements. Each claimant in a Mass Filing must individually satisfy the informal dispute resolution requirements of Section 13(B) before filing a demand for arbitration. Each demand must (i) be signed by one of the claimant’s authorized officers and by the claimant’s counsel, if any; (ii) identify the claimant’s business name and the email address associated with its account; (iii) describe the specific facts on which the claim is based and the specific relief sought; and (iv) include a certification by the claimant’s counsel, if any, that the factual contentions have evidentiary support and that the claim is not presented for any improper purpose. A demand that does not satisfy these requirements will not be deemed filed, and no filing, administrative, or arbitrator fees will be due for it, until it does.

Bellwether Proceedings. Counsel for the claimants and Colleckt shall each select five (5) demands from the Mass Filing (ten (10) in total) to proceed first as individual arbitrations (the “Bellwether Cases”). Each Bellwether Case will be heard individually by a different arbitrator unless the parties agree otherwise, and the parties shall cooperate in good faith to resolve the Bellwether Cases expeditiously. All other demands in the Mass Filing (the “Stayed Cases”) will be held in abeyance, will not be deemed filed with the AAA for any purpose, and will not be subject to any filing, administrative, or arbitrator fees until they are released from abeyance under this Section 13(E). An award in a Bellwether Case binds only the parties to that case and has no preclusive effect on any Stayed Case, but, notwithstanding Section 13(D), it may be disclosed to the claimants in the Stayed Cases and their counsel and considered in settlement discussions.

Global Mediation. Within thirty (30) days after the final award is issued in the Bellwether Cases, claimants’ counsel and Colleckt shall participate in a single, good-faith global mediation of all Stayed Cases before a mediator selected jointly by the parties or, if they cannot agree within ten (10) days, appointed by the AAA. Colleckt will pay the mediator’s fees.

Batched Arbitration of Remaining Claims. If the Stayed Cases are not resolved within sixty (60) days after the global mediation begins, the Stayed Cases will be released from abeyance and administered in batches of up to fifty (50) demands each (each, a “Batch”). Each Batch will be assigned to a single arbitrator and will be treated as a single proceeding for purposes of filing, administrative, and arbitrator fees, so that only one set of fees is assessed per Batch. The arbitrator will determine the claims of each claimant in a Batch individually on their merits and will issue individualized awards; the arbitrator may not award class-wide or representative relief. The Batches will proceed concurrently, not sequentially, to the extent the AAA’s capacity permits.

Tolling. The statute of limitations and any filing deadlines applicable to the claim of each claimant in a Mass Filing will be tolled from the date Colleckt receives that claimant’s Dispute Notice until the date that claimant’s demand is released from abeyance or otherwise permitted to proceed under this Section 13(E), provided that the claimant has complied with the individual pre-filing requirements of this Section 13(E).

Administration and Enforcement. If the AAA declines to administer a Mass Filing in accordance with this Section 13(E), the parties shall promptly agree upon an alternative arbitration provider that will do so, or, failing agreement within thirty (30) days, either party may ask a court specified in Section 13(A) to appoint an arbitration provider or arbitrator under 9 U.S.C. § 5. A court specified in Section 13(A) shall have exclusive authority to decide whether this Section 13(E) applies to any demand and whether its requirements have been satisfied, and may enforce this Section 13(E), including by enjoining the filing, prosecution, or administration of demands, or the assessment of fees, in violation of it. If any part of this Section 13(E) is found unenforceable, that part will be modified to the minimum extent necessary to make it enforceable, and the remainder of this Section 13(E) will remain in full force and effect.

14. General

Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Colleckt without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Force Majeure. Any failure or delay by Colleckt in the performance of its obligations pursuant to this Agreement will not be deemed a default or breach of the Agreement or a ground for termination to the extent such failure or delay is due to computer or Internet or telecommunications breakdowns, denial of service attacks, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil unrest, rebellions or revolutions in the United States, or any nation where the obligations under this Agreement are to be executed, strikes, supplier and third-party failure, lockouts, labor difficulties, quarantines, health-related orders, or other similar actions taken by governmental authorities, or any similar cause beyond the reasonable control of Colleckt.

Survival. Any and all provisions, promises, and warranties contained herein, which by their nature or effect are required or intended to be observed, kept, or performed after termination or expiration of this Agreement, will survive the termination or expiration of this Agreement and remain binding upon and for the benefit of the parties hereto. Without limiting the foregoing, the provisions of this Agreement concerning ownership, confidentiality, payment of Fees and other amounts owed, indemnity, disclaimers of warranties, limitations of liability, and Section 13 (Governing Law and Arbitration) will survive any termination or expiration of this Agreement.

Notification Procedures and Changes to the Agreement. Colleckt may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Colleckt in our sole discretion. Colleckt reserves the right to determine the form and means of providing notifications to our Partners, provided that you may opt out of certain means of notification as described in this Agreement. Colleckt is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Colleckt may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the bottom of this page and will notify you by email at the address associated with your account. Your continued use of the Service for more than ninety (90) days after we post any such change constitutes your acceptance of the new Terms of Service. No amendment to this Agreement will apply to any dispute of which Colleckt has received notice, or that has otherwise arisen, before the effective date of that amendment; any such dispute will continue to be governed by the version of this Agreement in effect at the time the dispute arose or Colleckt received notice of it, whichever is earlier. To the extent this modification procedure, or any particular amendment made under it, is prohibited by or unenforceable under applicable law, that amendment will not apply to you, and the version of this Agreement in effect immediately before that amendment will continue to govern until you separately agree to the amendment. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service.

Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Colleckt in connection with the Service, shall constitute the entire agreement between you and Colleckt concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction or an arbitrator, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that the effect of any determination that the Class Action and Jury Trial Waiver in Section 13(C) is unenforceable shall be governed exclusively by Section 13(C).

Order of Precedence. If these Terms of Service conflict with an Ordering Document, the Ordering Document controls with respect to the Plan, Fees, billing terms, subscription term, and other commercial terms stated in it. As to any other conflict, these Terms of Service control, unless the Ordering Document is signed by an authorized representative of Colleckt and expressly identifies the provision of these Terms of Service that it is intended to supersede.

No Third-Party Beneficiaries. This Agreement is for the sole benefit of you and Colleckt and their permitted successors and assigns. Nothing in this Agreement confers any right, benefit, or remedy on any other person, including any End Customer.

Time Limit for Claims. To the extent permitted by applicable law, any claim or cause of action by either party arising out of or relating to this Agreement or the Service must be commenced, by a demand for arbitration or, where permitted by Section 13, an action in court, within two (2) years after the claim or cause of action accrues, or it is permanently barred. This period is tolled as provided in Sections 13(B) and 13(E).

No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Colleckt’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Contact. Please contact us at legal@colleckt.io with any questions regarding this Agreement.

Version. This is Version 1.1 of this Agreement.

Last Revised. This Agreement was last modified on September 23, 2026.