This page was last updated on 12 September 2024.
1. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
BY USING THIS WEBSITE OR ANY OTHER MENLO IQ LLC PRODUCT OR SERVICE ACCESSED
THROUGH THIS WEBSITE, WHETHER FOR FREE OR FOR PAYMENT, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU USE THIS WEBSITE OR ANY OTHER MENLO IQ LLC PRODUCT OR SERVICE, WHETHER FOR FREE OR FOR PAYMENT, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.
YOU MAY NOT USE, ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH MENLO IQ LLC, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, PRODUCTS OR SERVICES BY APPLICABLE LAW.
These terms and conditions (these “Terms”) apply to the use and purchase of products and services through Menlo IQ LLC (the “Site”). These Terms are subject to change by Menlo IQ LLC (referred to as “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced on the Site. You should review these Terms prior to using or purchasing any product or services that are available through this Site. Your continued use of this Site after the “Last Updated Date” will constitute your complete and total acceptance of and agreement to such changes.
These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for products or services through this Site.
2. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.
3. Prices and Payment Terms.
(a) Prices posted on this Site may be different from prices offered by us at any time and at our sole discretion. All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes if any. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
(b) We may offer from time-to-time promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
(c) Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. You understand, acknowledge, and agree that you will contact us first to resolve any controversy or dispute before disputing any charges by us with your credit card company.
(d) You understand, acknowledge and agree that you are enrolling in a subscription service that will automatically continue and you will be billed at the then current list prices (subject to future price adjustments) until otherwise terminated in accordance with this agreement.
4. Termination.
(a) Mutual Right to Terminate: Either party may terminate this Agreement at any time without cause upon written notice to the other party or by you as described in subsection (b) below. Such termination shall become effective at the end of the then-current billing cycle, unless some more future date is otherwise specified in the notice of termination.
(b) User Initiated Termination: You, the Subscriber, may terminate your subscription at any time, for any reason, by accessing the billing portal provided through Stripe ("Billing Portal"). To complete the termination process, you must follow the instructions specified within the Billing Portal, which will guide you through the steps necessary to effectively terminate your subscription.
(c) Effect of Termination: Upon termination of this Agreement for any reason:
(i) Your right to access and use the Software shall immediately cease.
(ii) Any fees paid by you prior to your effective date of termination will not be refunded, except as may be required by applicable law.
(d) Survival: Sections pertaining to Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and any other provisions which by their nature should survive, shall remain in effect after the termination or expiration of this Agreement.
5. Warranty and Disclaimers. ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
6. Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS OR UNAUTHORIZED DATA DISCLOSURE, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED THROUGH OUR SITE.
The limitation of liability set forth above shall only apply to the extent permitted by law.
7. Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy, https://www.menloiq.com/legal/privacy-policy, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.
8. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic (including Covid-19), lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
9. Governing Law and Jurisdiction. This Site is operated from the US. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.
10. Dispute Resolution and Binding Arbitration.
(a) YOU AND MENLO IQ LLC. ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION IN THE STATE OF CALIFORNIA.
(b) The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 12. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
12. Mutual Anti-Harassment Policy. We strive to treat all of our customers, vendors, and stakeholders with the utmost respect and professionalism. We ask that you do the same. Any harassment of our personnel or Menlo IQ LLC in general, including any disparaging remarks, slander, or libel on social media or online in general, will not be tolerated and may result, in our sole discretion, in the immediate termination of your access to our products and services (notwithstanding Section 4 of this agreement) without a refund for services for which payment has already been made.
13. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
14. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Menlo IQ LLC.
15. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
16. Notices.
(a) To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
(b) To Us. To give us notice under these Terms, you must contact us as follows: (i) by email at support@menloiq.com; or (ii) by personal delivery, overnight courier, or registered or certified mail to Menlo IQ LLC. 4701 Warner Ave 112, Huntington Beach, CA 92649. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
17. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
18. Entire Agreement. These Terms and our Privacy Policy will be deemed the final and integrated agreement between you and us on all matters contained in these Terms and our Privacy Policy. If any portion of the Terms or Privacy Policy is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
19. Data Access and Permissions
Integration and Use of Stripe and Calendly Data
By enabling integration with Stripe and Calendly services ("Third-Party Services") within Menlo IQ LLC’s software products (standard or customized) ("Software" as defined below), you, the user, hereby consent to allow Menlo IQ LLC's development team ("Authorized Team") to access, view, and utilize your data from these Third-Party Services strictly for the purpose of enhancing your experience with the Software.
Data Privacy and Access
Menlo IQ LLC’s Access to your Stripe and Calendly data is exclusively limited to the Authorized Team and is safeguarded against disclosure to unauthorized personnel. Your data is considered private and confidential; it is stored securely and is protected from access without proper authorization to the Software's backend systems.
Usage Restrictions
The collected data through Third-Party Services will not be utilized for any form of outreach to prospective clients or for the identification of sales opportunities by Menlo IQ LLC. The primary use of such data will be to generate personalized recommendations aimed at the growth and efficiency of your sales team and business operations.
Data Management and Removal
You retain the right to disconnect the integration with Third-Party Services at any point, which will result in the cessation of new data being received by the Software. Should you wish to have all previously acquired data removed, a request can be made to Menlo IQ LLC, and Menlo IQ LLC will expeditiously delete all such data from our records.
Special Provisions for Twiz, LLC Clients
In the event that you are a legally contracted client of Twiz, LLC (a marketing partner of Menlo IQ LLC), the marketing team at Twiz, LLC may be granted access to your Stripe and Calendly data solely for the purpose of providing enhanced support and customized marketing initiatives. This access is governed by the same stringent privacy and data management policies as outlined herein.
Acknowledgment
By using the Software and enabling the integration with Third-Party Services, you acknowledge and agree to the terms set forth in this clause.
20. Intellectual Property Ownership
Intellectual Property Rights: The software, including but not limited to all underlying code, interfaces, text, graphics, images, video, audio, and the design, selection, and arrangement thereof ("Software"), is owned by Menlo IQ LLC, its licensors, or other providers of such material and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. All rights are reserved. The Software is licensed to you and is not sold. By agreeing to these Terms, you are granted a non-exclusive, non-transferable, revocable license to access and use the Software strictly in accordance with these Terms of Service. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Software as provided by Menlo IQ LLC, in the manner permitted by these Terms. No rights are granted to you other than as expressly set forth herein.
Reservation of Rights: Menlo IQ LLC retains all right, title, and interest in and to the Software and any updates, upgrades, modifications, or enhancements thereto, including all intellectual property rights therein, even if suggestions, ideas, or other feedback from you contribute to such changes. The Menlo IQ LLC name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Menlo IQ LLC or its affiliates or licensors. You must not use such marks without the prior written permission of Menlo IQ LLC. All other names, logos, product and service names, designs, and slogans related to the Software are the trademarks of their respective owners.
21. User Restrictions
Prohibited Uses: Your use of the Software is subject to the following restrictions. You may not:
Enforcement: Violation of these User Restrictions may result in the immediate termination of your license to the Software and may subject you to legal penalties and consequences. Menlo IQ LLC reserves the right to pursue any and all legal remedies against violators.
22. Generative AI
Menlo IQ LLC uses and trains generative artificial intelligence software, tools, services, documentation, content, functionalities, and/or features (“Menlo AI”) which may be included in the offerings you use as part of your Menlo IQ LLC product or service usage, e.g. recommendations, automated tasks and assets.
By using the Site or any of our products or services, you agree to the following:
23. Service Availability
Uptime Commitment: Menlo IQ LLC endeavors to provide a reliable and available service to its users. We aim for consistent monthly uptime, excluding planned downtime for maintenance, updates, and circumstances beyond our control, including but not limited to, acts of God, natural disasters, and external security attacks.
Scheduled Downtime: We will make reasonable efforts to conduct maintenance activities during off-peak hours and will provide users with advance notice of scheduled downtime.
24. Support Services
Availability of Support: Menlo IQ LLC provides user support services through email. Support services are available 24/7 (based on the agreed level of support services), excluding public holidays.
Accessing Support: Users can access support services by emailing support@menloiq.com.
Scope of Support: Support services are intended to address technical issues related to the use of the software, including troubleshooting problems and providing guidance on software features and functionalities.
Limitations and Fees: Basic support services are offered to all users at no additional charge. Menlo IQ LLC may offer premium support services, including extended hours, dedicated support personnel, and faster response times, subject to additional fees. Details of premium support services and associated fees are available upon request.
Response Times: Our goal is to respond to support requests within 24 hours. Response times may vary based on the complexity of the issue and current support request volumes.
By using Menlo IQ LLC's Software, you acknowledge and agree to the terms outlined in the Service Availability and Support Services sections. These policies are subject to change at Menlo IQ LLC's discretion; however, we will notify users of any significant changes.
25. Changes to the Terms
Amendment of Terms: Menlo IQ LLC reserves the right, at our sole discretion, to modify or replace these Terms of Service at any time. When we do so, we will post the revised Terms on this website and update the "Last Updated" date at the top of the Terms of Service. We may also, but are not obligated to, provide additional notice of significant changes, such as sending you an email or displaying a prominent notice on our service.
Review of Changes: It is your responsibility to periodically review the Terms of Service for any changes. Changes to the Terms will become effective immediately upon their posting on the website or as we otherwise provide notice of them. Your continued use of our services after the posting of revised Terms constitutes your acceptance of the changes. If you do not agree to the new terms, you are no longer authorized to use our services, and your only recourse is to stop accessing and using our services.
Feedback and Inquiries: If you have any questions, concerns, or suggestions regarding these Terms, you are encouraged to contact us at support@menloiq.com. We value your feedback and are committed to continuously improving our services to meet your needs.
Binding Agreement: By continuing to use Menlo IQ LLC after changes to the Terms of Service become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you should discontinue your use of Menlo IQ LLC.
26. Restricted Use of Software for Commission Payment
By using our software, you agree to comply with all applicable laws and regulations regarding commission-based compensation. You acknowledge that certain industries are subject to legal and regulatory restrictions on commission payments. As such, you are prohibited from using our software to calculate, distribute, or manage commission payments in the following industries or situations:
(a) Government Employment: Commission payments are not permitted for any federal, state, or local government employees.
(b) Healthcare: You may not use the software to facilitate commission-based compensation or referral fees in the healthcare industry, where such practices may violate laws such as the Anti-Kickback Statute and the Stark Law.
(c) Legal Services: Commission payments to legal professionals or for legal referrals are prohibited, in compliance with the ethical rules of the American Bar Association and relevant state bar associations.
(d) Financial Services: Users must ensure that commission-based payments in the financial services industry comply with all fiduciary and conflict-of-interest regulations, including those governing investment advisors, brokers, and insurance agents. Unauthorized or non-compliant commission payments in these sectors are not allowed.
(e) Real Estate (where applicable): You may not use this software to pay commissions to unlicensed real estate agents or in any jurisdiction where such payments are restricted by law.
(f) Alcohol, Tobacco, and Other Regulated Goods: Commission payments related to the sale or distribution of alcohol, tobacco, or other regulated goods are prohibited where restricted by law or regulation.
(g) Nonprofit and Educational Sectors: Users must not utilize the software to facilitate commission payments in nonprofit organizations or educational institutions where such practices may violate organizational policies or legal restrictions.
(h) Non-Exempt Employees: You are prohibited from using the software to pay commissions to non-exempt employees in violation of the Fair Labor Standards Act (FLSA) or state-specific labor laws, including, but not limited to, minimum wage and overtime requirements.
It is your sole responsibility to ensure that the use of our software complies with all applicable federal, state, and local laws, as well as industry-specific regulations. We reserve the right to terminate or suspend access to the software if we have reason to believe that it is being used in violation of these restrictions.
27. No Liability for Commission Tracking and Payments
Our software is designed solely to track and manage commission-related data and does not handle or process the payment of commissions. We are not liable for any unpaid commissions owed to the user by a third party, nor are we liable for any commissions the user owes to others, even if these commissions have been tracked within the software.
If the user is owed a commission by another party, they must pursue payment through their own methods and resources outside of our software. Similarly, if the user is required to pay a commission, they must use their own funds and independent payment methods to fulfill such obligations. The software does not facilitate the direct payment of commissions under any circumstances, and all payment arrangements remain the sole responsibility of the user and the relevant parties involved.
