valueIQ Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your access to and use of the valueIQ platform, a software-as-a-service ("SaaS") offering provided by Ibbaka Performance, Inc. ("Ibbaka"), a corporation registered in Vancouver, BC, Canada. For clarity, valueIQ is a brand of Ibbaka Performance, Inc. and not a separate legal entity. By accessing or using the valueIQ Services ("Services"), you ("Customer") agree to be bound by these Terms. If you do not agree, do not access or use the Services.

2. Services and Access

• 2.1 License Grant: Subject to these Terms and payment of applicable fees, Ibbaka grants you a limited, non-exclusive, non-transferable license to access and use the Services during the subscription term.
• 2.2 Account Responsibility: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Ibbaka immediately of any unauthorized use.
• 2.3 Acceptable Use: You agree to use the Services only for lawful purposes and in accordance with these Terms. You shall not use the Services in any manner that could damage, disable, or impair the Services.

3. Fees and Payment

• 3.1 Subscription Fees: You agree to pay all fees associated with your subscription plan as described at the time of purchase. Fees are non-refundable except as expressly stated in these Terms.
• 3.2 Billing: Subscription fees are billed in advance on a recurring basis (monthly or annually) depending on your selected plan. You authorize Ibbaka to charge your designated payment method for all applicable fees.
• 3.3 Price Changes: Ibbaka reserves the right to modify pricing with 30 days' notice. Continued use of the Services after a price change constitutes acceptance of the new pricing.

4. Intellectual Property

All intellectual property rights in and to the Services, including any improvements, modifications, and derivative works, are and will remain the exclusive property of Ibbaka. Nothing in these Terms grants you any rights except as expressly set forth herein. You retain all rights to your data and content uploaded to the Services.

5. Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information and not to disclose such information to third parties except as necessary to perform obligations under these Terms. This obligation survives termination of these Terms for a period of three (3) years.

6. Data and Privacy

• 6.1 Data Ownership: You retain all rights, title, and interest in your data. You grant Ibbaka a limited license to use your data solely to provide and improve the Services.
• 6.2 Data Security: Ibbaka implements commercially reasonable security measures to protect your data. However, no system is completely secure, and you acknowledge the inherent risks of transmitting data over the internet.
• 6.3 Privacy: Ibbaka will handle personal data in accordance with its Privacy Policy, which is incorporated by reference into these Terms.

7. Warranty and Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. IBBAKA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Ibbaka warrants that the Services will perform substantially in accordance with the applicable documentation during the subscription term.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IBBAKA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, PROFITS, OR REVENUE ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL IBBAKA'S AGGREGATE LIABILITY UNDER THESE TERMS EXCEED THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Term and Termination

• 9.1 Term: These Terms are effective as of your first access to the Services and will continue for the duration of your subscription term, automatically renewing unless cancelled.
• 9.2 Termination for Convenience: Either party may terminate by providing written notice at least 30 days before the end of the current subscription term.
• 9.3 Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of receiving notice.
• 9.4 Effect of Termination: Upon termination, your access to the Services will cease. You may request export of your data within 30 days of termination.
• 9.5 Survival: Sections 4 (Intellectual Property), 5 (Confidentiality), 7 (Warranty and Disclaimer), 8 (Limitation of Liability), and 10 (Governing Law) survive termination.

10. Governing Law

These Terms are governed by the laws of the Province of British Columbia, Canada, and the federal laws of Canada applicable therein, without regard to conflict of laws principles. Any disputes arising under these Terms shall be resolved in the courts of British Columbia, Canada.

11. Miscellaneous

• 11.1 No Assignment: You may not assign these Terms or any rights or obligations hereunder without Ibbaka's prior written consent.
• 11.2 Entire Agreement: These Terms constitute the entire agreement between you and Ibbaka regarding the Services and supersede all prior or contemporaneous communications.
• 11.3 Amendments: Ibbaka may modify these Terms at any time by posting revised Terms on its website. Continued use of the Services after such changes constitutes acceptance.
• 11.4 No Waiver: Failure to enforce any provision of these Terms will not constitute a waiver.
• 11.5 Severability: If any provision is held invalid, the remaining provisions will remain in effect.