LENZVU, INC.

TERMS OF USE

Contractual Relationship

1.1 Application of Terms.

These Terms of Use (“Terms”) govern your access or use, of the websites (the “Websites” as defined in Section 3 below), applications, content, products, and services, (the “Services,” as defined below in Section 3) by LenzVU, Inc. and its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “LenzVU”). PLEASE READ THESE TERMS CAREFULLY, AS THEY FORM A CONTRACTUAL AND LEGAL AGREEMENT BETWEEN YOU AND LENZVU. In these Terms, the words “including” and “include” mean “including, but not limited to.”

1.2 Acceptance of Terms.

By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you governing your use of the Services. LenzVU may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time if you violate any of these Terms.

1.3 IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH LENZVU ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

1.4 Amendment of Terms.

LenzVU may amend the Terms from time to time by providing notice to you so long as you have registered for an account and have given us a valid email address. Alternatively, we will post a prominent notice on our web site. After notice has been provided to you, amendments will be effective upon the posting of such updated Terms in this form, on LenzVU’s Websites, or in the amended policies or supplemental terms on the applicable Service(s) platform (“Effective Date”). If you do not agree to be bound by any modification, then you must discontinue use of the Services. Your continued access or use of the Services after such posting confirms your consent to be bound by the Terms, as amended. If LenzVU changes these Terms after the date you first agreed to the Terms (or to any subsequent changes to these Terms), you may reject any such change by providing LenzVU written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective Date” above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, c/o LenzVU, Inc., 7581 Jane Street,Vaughan, Ontario L4K 1X3Canada, or (b) by email from the email address associated with your Account to: support@lenzvu.com In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to these Terms. By rejecting changes, you shall discontinue your use of the Services and access to the Websites, and your license and subscription to the Services shall automatically thereupon terminate.

1.5 Privacy Policy.

LenzVU’s collection and use of personal information in connection with the Services is described in LenzVU’s Privacy Policy Notice located at https://www.lenzvu.com/privacy-policy/.

 

2. Arbitration Agreement

2.1 Notice of Arbitration Provision.

By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against LenzVU on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against LenzVU, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against LenzVU by someone else.

2.2 Agreement to Binding Arbitration Between You and LenzVU

. In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their reasonable efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules; provided however, that no arbitration shall resolve any disputes relating to issues of scope, infringement, validity and/or enforceability of any intellectual property rights.

 

• Any dispute or claim arising from or relating in any way to these Terms, and your use of the Services and Websites, will be resolved by binding arbitration, rather than in court, except that either party may assert claims in small claims court if the claims qualify. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award, on an individual basis, the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must interpret and apply the terms of these Terms just as a court would. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to seek injunctive relief for infringement or other threatened or actual violation of intellectual property rights.

2.3 Rules and Governing Law.

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules if you are a consumer end user and with the AAA’s Commercial Arbitration Rules if you are a commercial user, except as modified by this Arbitration Agreement. The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879. The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. These Terms shall be governed by, performed within, and interpreted in accordance with the laws of the State of Florida, USA, excluding its choice of law provisions.

2.4 Process.

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration – Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the State of Florida, and will be selected by the parties from the AAA’s roster of consumer (or commercial as the case may be) dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.

2.5 Location and Procedure.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in Miami, Florida, or at another mutually agreed location. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

2.6 Arbitrator’s Decision.

The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. The prevailing party in arbitration may be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.

2.7 Changes.

Notwithstanding the provisions in Sections 1.4 above, regarding consent to be bound by amendments to these Terms, if LenzVU changes this Arbitration Agreement after the date you first agreed to the Terms (or to any subsequent changes to the Terms), you may reject any such change to this Arbitration Agreement by providing LenzVU written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective Date” above. This written notice must be provided either (a) by mail or hand delivery to LenzVU Support, LenzVU, Inc., Toronto, Ontario L4K 1X3Canada, or (b) by email from the email address associated with your Account to: support@lenzvu.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and LenzVU in accordance with the provisions of this Arbitration Agreement as of the later of either (i) the date you first agreed to the Terms (or to any subsequent changes to the Terms) or (ii) the date you agreed to any amendment to the Arbitration Agreement. Your failure to provide such effective notice of rejection within the 30-day period shall be deemed to be an acceptance by you of the change to the Arbitration Agreement.

2.8 Severability and Survival.

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. This provision shall survive the expiration or termination of these Terms.

3. The Services

3.1 Description.

The Services comprise the LenzVU SaaS platform and related services which provide businesses with an inbound marketing solution as well as enable their clients to utilize the services offered by the businesses. Users who own and/or operate businesses and use the Services are referred to as “Business” and individual consumers who use the Services in connection with their interest and/or services with the Businesses are referred to as “Recipients.” The Services also include websites, (collectively, the “Websites”) which provide for support of and access to the LenzVU SaaS platform. The Services also include all of the software modules accessed via single sign on through the Websites on the LenzVU SaaS platform, as well as mobile software applications and all related user manuals, help facilities, and other documentation. You acknowledge and agree that LenzVU (a) does not own, operate, supervise, or otherwise have an interest in or have an agency relationship with any Business; (b) does not set criteria for hiring (other than solely for job postings provided by LenzVU for internal positions with LenzVU); (c) makes no representations and warranties with respect to the Businesses; (c) if you are a Recipient, did not actively solicit or recruit you to contact, visit, join, and/or use the services of any Business; (d) your use of the Services does not establish LenzVU as a labor organization, employment agency, employer, indirect employer, or agent of an employer, unless you are applying for a specific employment position with LenzVU in response to a specific job description posted by LenzVU. If you are a Business, you further acknowledge and agree that (i) you are not delegating any hiring authority to LenzVU, (ii) LenzVU is not a labor organization, employment agency, your agent or representative; (iii) does not offer or provide employment and/or recruiting services on your behalf; (iv) does not exercise and has no implied or actual control over an applicant’s or employee’s relationship with you; and, (v) the Services are provided as a platform for the collection and exchange of information concerning Businesses’ general solicitations of interest and membership and Recipients’ and job applicants’ communications and applications in response to those solicitations. Each of the Businesses and Recipients will look solely to the other and not LenzVU for any and all compensation, damages, and relief for any claims arising from the exchange of information and the actual, prospective, or contemplated employment and membership relationship.

3.2 License.

Subject to (a) your compliance with these Terms, (b) the term limit of your subscription, and (c) the payment of the applicable subscription fees, LenzVU grants you a limited, personal, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Services from your mobile and desktop devices solely in connection with your use of the Services in compliance with these Terms; and (ii) access and use any content, information and related materials that may be made available through the Services. Any rights not expressly granted herein are reserved by LenzVU and LenzVU’s licensors.

3.3 Restrictions.

You may not: (a) remove any copyright, trademark or other proprietary notices from any portion of the Services; (b) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by LenzVU; (c) access or attempt to access the source code of the software modules and the Services; decompile, reverse engineer, or disassemble (or attempt to do any of the foregoing) the Services except as may be permitted by applicable law; (d) link to, mirror or frame any portion of the Services; (e) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; (f) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks; (g) use the Services to store or transmit material which is infringing, libelous, defamatory, tortious, discriminatory, unlawful, or violates privacy rights or data security regulations; or (h) provide access or attempt to provide access to the Services by unlicensed users. Your license and subscription shall automatically terminate upon your violation of any provision of this Section 3.3. Thirty days after the termination or expiration of your license, we will purge all of your data, unless otherwise expressly provided by law, in which case we will continue to store your data for only so long as required by law.

3.4 Provision of the Services; Requests for Accommodations.

You acknowledge that portions of the Services may be made available under LenzVU’s various brands including the LenzVU brand SaaS platform and brand currently referred to as “LenzVU”. You also acknowledge that the Services may be made available under such brands by or in connection with certain of LenzVU’s subsidiaries and affiliates. If you are a Business, you acknowledge and agree both that the Services are not your exclusive means of posting jobs, soliciting employment and/or memberships, and reviewing employment and/or membership applications from job candidates and/or potential Recipients, and that LenzVU does not exercise any control over your prospective relationship with job applicants and/or potential Recipients. If you are a job applicant, you acknowledge and agree both that you do not rely upon or use the Services as your exclusive means of accessing employment opportunities and applying for positions with Businesses that post job descriptions in the Services, and that LenzVU does not exercise any control over your prospective relationship with Businesses, recruiters, and other hiring parties. A user applying for a position with LenzVU may request an accommodation to access and use the Services in accordance with these Terms by submitting an oral or written request describing in particular detail (including (a) a description of the requested accommodation, (b) the reason for the requested accommodation, (c) how the requested accommodation will assist you in performing the essential functions of your job, (d) medical documentation that verifies the disability, and (e) the user’s identity and contact information) via email to support@lenzvu.com or by calling 970-528-8188. The request may be submitted by the user, or a family member, health professional, or other representative acting on the user’s behalf. A user applying for employment with a Business is subject to the accommodation policy and procedures of such Business, and not LenzVU.

3.5 Business and Third-Party Services and Content.

The Services may be made available or accessed in connection with Business and third-party services and content that LenzVU does not control. You acknowledge that different terms of use and privacy policy notices may apply to your use of such Business and third-party services and content. LenzVU does not endorse such Business third-party services and content and in no event shall LenzVU be responsible or liable for any products or services or violations of the privacy policies of such Business and third-party providers. Apple Inc, and/or Alphabet Inc. will be third-party beneficiaries to these Terms if you access the Services using applications developed for Apple iOS and/or Android respectively. These third-party beneficiaries are not parties to these Terms and are not responsible for the provision or support of the Services in any manner. Your access to the Services using the devices provided by those third-party beneficiaries is subject to the terms set forth in the applicable third-party beneficiary’s terms of service.

3.6 Ownership.

The Services and all rights therein are and shall remain LenzVU’s property or the property of LenzVU’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (a) in or related to the Services except for the limited license granted above; or (b) to use or reference in any manner LenzVU’s company names, logos, product and service names, trademarks or services marks or those of LenzVU’s licensors.

4. Access and Use of the Services

4.1 User Accounts.

In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). You must be at least 18 years of age. Account registration requires you to submit to LenzVU certain personal information, such as your name, physical address, business name, phone number, email address, educational and work history, skills, compensation, career interests, and job descriptions. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use some or all of the Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by LenzVU in writing, you may only possess one Account.

4.2 User Requirements and Conduct.

4.2.1 Age Requirements; Other Restrictions.

The Service is available for use by Businesses as well as a general adult Recipient audience, and is not intended for use by those Recipients under the age of 13. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes. You may not in your access or use of the Services cause nuisance, annoyance, inconvenience, or property damage. In certain instances, you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

4.2.2 Interaction with Businesses and Third Parties Through the Services.

You acknowledge and agree that LenzVU makes no representations and warranties with respect to the quality, value, or availability of any services or merchandise purchased from Businesses and/or third parties through the Services.

4.3 Text Messages and Telephone Calls

By creating an Account, providing a telephone number, or otherwise using the Services, you acknowledge that (a) LenzVU may contact you
at the telephone number(s) you provide for account-related and service-related purposes, and (b) Businesses (as defined in these Terms)
that use the Services may send text messages and/or place telephone calls to their customers, leads, and other recipients (“Recipients”)
through the Services, subject to the requirements in these Terms and applicable law.

4.3.1 LenzVU Communications to You (Account/Service Notices)

LenzVU may send you text messages and/or place telephone calls regarding your Account, security alerts, support, service updates, billing, and other transactional or administrative matters. Where required by law, LenzVU will obtain your consent for certain categories of messages. You can contact LenzVU Support at support@lenzvu.com or by phone at 970-528-8188.

4.3.2 Business Communications to Recipients (Messaging Through the Services)

Businesses that use the Services may send text messages and/or place telephone calls to Recipients. Message frequency varies by Business and may depend on Recipient interactions and the Business’s communication practices. Msg & data rates may apply.

Opt-Out: Recipients may unsubscribe from text messages by replying STOP to any message they receive from a Business. After a STOP request, the Recipient should not receive additional text messages from that Business, except as permitted
by applicable law (for example, a confirmation of opt-out).

Help / Contact: Recipients can contact the Business that sent the message by replying to the message thread or by calling the same telephone number from which the text message was received. Businesses using the Services may receive and answer calls at that number.
For assistance related to the LenzVU platform (not the Business’s products or services), Recipients or Businesses may contact LenzVU Support at support@lenzvu.com or 970-528-8188.

No Condition of Purchase: Where required by law, consent to receive marketing text messages must not be a condition of purchase. Each Business is responsible for ensuring that its consent and disclosure language meets applicable legal requirements.

LenzVU does not guarantee that any text message or call will be delivered or completed. Delivery and completion may be affected by carrier/provider filtering, network conditions, recipient device settings, and other factors outside of LenzVU’s control.

4.4 Referrals and Promotional Codes.

LenzVU may, in its sole discretion, create referral and/or promotional codes (“Promo Codes”) that may be redeemed for discounts on future Services and/or a third party’s merchandise or services, or other features or benefits related to or accessed through the Services, subject to any additional terms that LenzVU establishes. You agree that Promo Codes: (a) must be used for the intended audience and purpose, and in a lawful manner; (b) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by LenzVU; (c) may be disabled by LenzVU at any time for any reason without liability to LenzVU; (d) may only be used pursuant to the specific terms that LenzVU establishes for such Promo Code; (e) are not valid for cash; and (f) may expire prior to your use. LenzVU reserves the right to withhold or deduct credits or other features or benefits obtained through the use of the referral system or Promo Codes by you or any other user in the event that LenzVU determines or believes that the use of the referral system or use or redemption of the Promo Code was in error, fraudulent, illegal, or otherwise in violation of LenzVU’s Terms.

4.5 User Provided Content.

LenzVU may, in LenzVU’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to LenzVU through the Services and/or Websites textual, audio, and/or visual content and information, including job descriptions and postings, commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions, promotions, surveys, and other lawful purposes (“User Content”).. Any User Content provided by you remains your property. However, by providing User Content to LenzVU, you grant LenzVU a worldwide, perpetual, irrevocable, transferable, royalty-free license (“Content License”), with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and LenzVU’s business), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity; provided however that LenzVU’s use of personal shall be used in accordance with LenzVU’s Privacy Policy Notice.

You represent and warrant that: (a) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant LenzVU the license to the User Content as set forth above; and (b) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor LenzVU’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, discriminatory, unlawful, or otherwise offensive, as determined by LenzVU in its sole discretion, whether or not such material may be protected by law. LenzVU may, but shall not be obligated to, review, monitor, or remove User Content, at LenzVU’s sole discretion and at any time and for any reason, without notice to you.

4.6 Network Access and Devices.

You are responsible for obtaining the data network access necessary to use the Services. Your device network’s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. LenzVU does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

4.7 Messaging Compliance (A2P 10DLC and Carrier Requirements)

This Section 4.7 applies to any text messaging and calling activity conducted through the Services, including Application-to-Person (“A2P”)
messaging over 10DLC and any similar frameworks imposed by carriers, messaging providers, or regulators.

4.7.1 Roles and Responsibilities

LenzVU is a software platform that enables Businesses to communicate with their own customers, leads, and other Recipients. Each Business is solely responsible for (a) the content of its messages and calls, (b) identifying itself to Recipients as the sender, and (c) complying with all applicable laws, regulations, and carrier/provider policies, including A2P registration and campaign requirements where applicable.

4.7.2 Consent and Lawful Basis

• Consent: Each Business must obtain and maintain all required consents, permissions, and lawful bases before sending text messages or placing calls to any Recipient through the Services, including express written consent where required for marketing messages.
• Accurate Records: Each Business must maintain accurate records of consent (e.g., timestamp, source, consent language presented,and Recipient number) and must be able to demonstrate consent on request.
• No List Purchasing / Lead Brokering: Businesses may not send messages to purchased, rented, scraped, or otherwise unlawfully obtained contact lists. Businesses may not sell, share, transfer, or “broker” opt-ins or Recipient contact data for third-party marketing.

4.7.3 Required Program Disclosures

Each Business must ensure that its opt-in disclosures and messaging program materials (including forms, websites, and scripts) clearly describe:
(a) the Business name (or other clear sender identity), (b) the message purpose(s) (e.g., customer care, account notifications, marketing),
(c) that message frequency varies (or provide an estimated frequency), (d) that Msg & data rates may apply,
and (e) opt-out instructions (including replying STOP).

4.7.4 Opt-Out and Support Handling

• STOP: Businesses must honor Recipient opt-out requests immediately (or as soon as technically feasible) and must not send further messages to opted-out Recipients, except as permitted by applicable law (e.g., a one-time opt-out confirmation).
• HELP / Support: Businesses must provide a reasonable method for Recipients to obtain help or contact the Business. As described in Section 4.3, Recipients can reply to the message thread or call the sending number. LenzVU platform support is available at support@lenzvu.com or 970-528-8188.

4.7.5 Prohibited Messaging Uses

In addition to any other restrictions in these Terms, Businesses must not use the Services to send or facilitate:

• Spam or unsolicited messages, or messages sent without required consent or lawful basis;
• Affiliate marketing blasts or third-party marketing where the sender lacks a direct relationship/permission from the Recipient;
• Deceptive, fraudulent, misleading, or phishing content, or impersonation/spoofing of numbers or identities;
• Harassing, threatening, hateful, or abusive content;
• Any content or use that violates applicable law or carrier/provider policies and restrictions.

4.7.6 Compliance Verification and Evidence Requests

LenzVU may request information from a Business to verify compliance, including copies of opt-in disclosures, sample messages, campaign details,
and proof of consent. Businesses agree to provide such information promptly and accurately. LenzVU may also monitor aggregate messaging signals
(e.g., complaint rates, opt-out rates, deliverability errors) for compliance and quality purposes.

4.7.7 Suspension, Throttling, and Termination for Compliance

To protect Recipients, carriers, and the integrity of the Services, LenzVU may, in its reasonable discretion, suspend, throttle, restrict, or
terminate messaging and/or calling capabilities (or Accounts) if LenzVU believes a Business’s activity may violate these Terms, applicable law,
carrier/provider policies, or if LenzVU receives complaints, legal notices, or provider enforcement actions related to the Business’s messaging.
LenzVU may take these actions without prior notice where necessary to mitigate risk or comply with provider requirements.

4.7.8 Third-Party Providers and Carrier Filtering

Messaging and calling through the Services may rely on third-party telecommunications providers and networks. Carriers and providers may impose
additional rules, filtering, throughput limits, registration requirements, or enforcement actions that affect message delivery or calling.
LenzVU does not guarantee delivery, timing, or completion of messages or calls.

5. Disclaimers; Limitation of Liability and Damages; Indemnity.

5.1 DISCLAIMER.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” LENZVU DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, LENZVU MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE BUSINESSES, THEIR PRODUCTS AND/OR SERVICES, RECIPIENTS, JOB APPLICANTS, THE SERVICES, OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. LENZVU DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF BUSINESSES, RECIPIENTS, JOB APPLICANTS, AND THIRD-PARTY PROVIDERS. FURTHER, LENZVU MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING PAYMENT FOR ANY SERVICES OR GOODS AND/OR SERVICES REQUESTED THROUGH USE OF THE SERVICES. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

5.2 LIMITATION OF LIABILITY.

LENZVU SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE, OR FOR THE LOSS OF REVENUE OR PROFIT RELATED TO, IN CONNECTION WITH, OR ARISING OUT OF THE SUBJECT MATTER OF THESE TERMS, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF LENZVU, EVEN IF LENZVU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LENZVU SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES, ARISING OUT OF: (A) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (B) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY BUSINESS, RECIPIENT, EMPLOYEE, JOB APPLICANT, AND THIRD-PARTY PROVIDER. LENZVU SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND LENZVU’S REASONABLE CONTROL.

THE SERVICES MAY BE USED BY YOU TO PROVIDE, REQUEST AND SCHEDULE SERVICES AND GOODS PROVIDED BY BUSINESSES AND/OR THIRD PARTY PROVIDERS, AND ENABLE RECIPIENTS TO OBTAIN GOODS AND SERVICES FROM BUSINESSES, BUT YOU AGREE THAT LENZVU HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY OF THE FOREGOING GOODS AND/OR SERVICES PROVIDED TO YOU BY BUSINESSES, RECIPIENTS, EMPLOYEES, JOB APPLICANTS, AND THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, LENZVU’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON LENZVU’S CHOICE OF LAW PROVISION SET FORTH BELOW.

IN NO EVENT SHALL LENZVU’S DAMAGES EXCEED THE SUBSCRIPTION FEES PAID BY YOU FOR THE MONTH IMMEDIATELY PRIOR TO THE OCCURRENCE OF ANY OF THE ALLEGED ACTS OR OMISSIONS WHICH FORMS THE BASIS OF YOUR CLAIM.

5.3 Indemnity.

You agree to indemnify and hold LenzVU and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (a) your use of, attempt to use, or inability to use the Services, or other services or goods obtained through your use of the Services; (b) your breach or violation of any of these Terms; (c) LenzVU’s use of your User Content consistent with the Content License; (d) your violation of the rights of any third party, including third party providers and customers; and (e) your use of, attempt to use, or inability to use the goods and services of, and arising from your relationship with, the Businesses, Recipients, employees, job applicants (other than LenzVU’s employees and /or job applicants), and third party providers. If you are a Business, you further agree to indemnify and hold LenzVU and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with (a) your collection, processing, use, sale, and/or sharing of Recipient personal information and/or protected health information which violate these Terms and/or LenzVU’s Privacy Policy Notice; and (b) failure to provide Recipients with and/or violations of your own privacy policy, as required by law.

5.4 Basis of the Bargain; Failure of Essential Purpose.

You and LenzVU each acknowledge that LenzVU has set its prices and entered into this Agreement in reliance upon the limitations of liability, the disclaimers of warranties, and damages provisions set forth herein, and that the same form an essential basis of the bargain between you and LenzVU. You and LenzVU each acknowledge and agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if any limited remedy is found to have failed of its essential purpose.

5.5 Financial Outputs; Customer Data Accuracy and Verification

Certain features of the Services may generate, display, recommend, or automate calculations, estimates, summaries, or reports relating to financial or revenue-related matters, including without limitation payroll amounts, wages, deductions, taxes, remittances, commissions, tips, invoices, payments, refunds, credits, pricing, revenue, profitability, forecasting, accounting-related summaries, or other similar outputs (collectively, “Financial Outputs”).

Customer Responsibility for Inputs. You are solely responsible for the completeness, accuracy, and legality of all information you input, upload, configure, or provide in connection with the Services (including employee data, customer data, transaction data, rates, schedules, rules, tax settings, banking information, and any other parameters that affect Financial Outputs).

Verification Required. You are solely responsible for reviewing, verifying, and approving all Financial Outputs before acting on them or relying on them for any purpose (including paying employees or contractors, charging customers, issuing invoices, processing refunds, remitting taxes, making accounting entries, or filing or submitting any forms, reports, or declarations). You acknowledge that errors in input data, configuration, integrations, or third-party systems may result in inaccurate Financial Outputs.

No Professional Advice. Financial Outputs are provided for informational and administrative purposes only and do not constitute legal, tax, accounting, payroll, or financial advice. You should consult qualified professionals to confirm compliance with applicable laws, regulations, and reporting requirements.

Compliance and Deadlines. You remain solely responsible for meeting any financial, payroll, tax, reporting, approval, funding, remittance, and filing obligations and deadlines applicable to you, your business, or your recipients, including ensuring that any payments and remittances are properly authorized and funded.

Third-Party Dependencies. The Services may rely on third-party providers and integrations (such as payment processors, banks, telecommunications providers, accounting systems, or government systems). LenzVU does not control and is not responsible for delays, failures, errors, outages, or data mismatches caused by third parties.

To the maximum extent permitted by law, LenzVU shall have no liability for any losses, penalties, interest, damages, or claims arising from or related to your use of Financial Outputs, your reliance on Financial Outputs, or your failure to verify Financial Outputs.

 

6 Other Provisions

6.1 Choice of Law.

These Terms are governed by, performed within, and construed in accordance with the laws of the State of Florida, USA, without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement above.

6.2 Claims of Copyright Infringement.

Claims of copyright infringement should be sent to LenzVU’s designated agent. Please visit LenzVU’s web page https://www.lenzvu.com for the designated address and additional information.

6.3 Notice.

LenzVU may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to LenzVU, with such notice deemed given when received by LenzVU, at any time by first class mail or pre-paid post to LenzVU Support, LenzVU, Inc., Ontario L4K 1X3 Canada.

6.4 Entire Agreement.

These Terms, inclusive of any amendments or additions thereto, constitutes the entire agreement and sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, covenants, arrangements and discussions with respect thereto.

6.5 Severability.

If any provision of these Terms is held to be unenforceable or illegal by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable, or shall be severed from these Terms, and all other provisions of these Terms shall remain in full force and effect.

6.6 General.

You may not assign these Terms without LenzVU’s prior written approval. LenzVU may assign these Terms without your consent to: (a) a subsidiary or affiliate; (b) an acquirer of LenzVU’s equity, business or assets; or (c) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, LenzVU or any third-party provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. LenzVU’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by LenzVU in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of these Terms.

 

Rev. 240830