This Technology License Agreement (this “Agreement”) by and between you (“You”) and Fixed Ops Digital, LLC (“Fixed Ops”), governs Your access to and use of Fixed Ops’ APPT AI Conversational Service Scheduler, the online application software, and platforms through which such services are made available to You, and any related services, software, or other solutions provided by Fixed Ops (collectively the “Technology”). By clicking to accept this Agreement, You acknowledge that You have read, understood and agree to be bound by this Agreement, and You agree to comply with all applicable laws and regulations in Your use of the Technology licensed hereunder, including, but not limited to, consumer protection and U.S. export and re-export control laws and regulations.
License and Access to the Technology
Fixed Ops owns and retains all rights, titles, and interest in the Technology and all other intellectual property rights inherent therein. Subject to Your payment of the applicable fees and strict compliance with the terms and conditions of this Agreement, Fixed Ops hereby grants You a restricted, non-exclusive, non-transferable, non-sublicensable, revokable, limited right to access and use the Technology via the Platform during the applicable term pursuant to the authorized uses as described in this Agreement. The term “Platform” as used in this Agreement means Your proprietary technology platform and/or websites into which the Technology will be integrated.
Express Permission to Access Your Website(s)/Platform(s)
To provide You with access to the Technology Fixed Ops requires permission to access Your Platform. You hereby expressly grant Fixed Ops permission to gain access to Your Platform where the Technology will be installed, integrated, monitored, maintained, and/or changed. You hereby guarantee to be the owner of such Platform. When accessing Your Platform, Fixed Ops may encounter confidential information. Fixed Ops ensures the information obtained is never used for purposes other than Fixed Ops’ own service. You further agree that Fixed Ops is never liable for any damage whatsoever related to Fixed Ops’ access of Your Platform, such as, but not limited to, any data loss, downtime, or any other damage as a result of Fixed Ops’ work on Your Platform. It is strongly recommended that You make backups before Fixed Ops gains access to Your Platform.
Prohibitions and Authorized Uses
You acknowledge that the Technology contains trade secrets of Fixed Ops and, in order to protect such trade secrets and other interests, You may not reverse engineer, decompile or disassemble the Technology. In addition, You shall never add, remove, or amend any of the Technology’s underlying code for any purpose, and shall not allow or permit any other person or entity to do the same. You shall further not (1) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Technology or any part thereof; (2) attempt to derive or gain access to the source code of the Technology or any part thereof, or to otherwise misuse the Technology in any manner not expressly authorized by Fixed Ops; (3) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Technology; (4) use the Technology for purposes of: (i) benchmarking or competitive analysis of the Technology; (ii) developing, using or providing a competing software product or service; or (iii) any other purpose that is to Fixed Ops’ detriment or commercial disadvantage; and (5) use the Technology in violation of any law, statute, or regulation.
You acknowledge and agree that Fixed Ops is not required to monitor or police communications or data transmitted through the Technology and that Fixed Ops shall not be responsible for the content of any such communications or transmissions. You acknowledge and agree that You are solely responsible for all content submitted, provided, uploaded, or imported to Your customers and the consequences for submitting, providing, uploading, or importing it. Such content is solely and exclusively Your content.
You represent and warrant that all use and usage of the Technology will at all times comply with all applicable laws, including but not limited to the rules, policies and regulation of the Federal Communications Commission (“FCC”), and all Laws relating to Do-Not-Call provisions; unsolicited marketing; telemarketing; faxing; telemarketing; email marketing; spamming or phishing; data security or privacy; international communications; account or debt collection; recording of calls or conversations; export control; export of technical or personal data; end user, end-use, and destination restrictions imposed by the United States or foreign governments; consumer protection; pornography; trade practices; false advertising; unfair competition; anti-discrimination; harassment; defamation; intellectual property; or securities.
TCPA Compliance
Certain communication practices, including without limitation, the placing of telemarketing calls, auto-dialed calls, pre-recorded calls, unsolicited faxes, commercial messages, the sending of unsolicited SMS, text messages, or other messages, and the use of certain automated telephone equipment to place certain calls – is regulated in the United States by the Federal Communication Commission (“FCC”) Federal Telephone Consumer Protection Act of 1991 (also known as the “TCPA”) (available at http://www.fcc.gov/document/telephone-consumer-protection-act-1991), the Junk Fax Prevention Act of 2005, and under a number of similar state, municipal or local laws, regulations, codes, ordinances and rules. Under this Agreement, You are the creator of the content sent to customers and You are solely responsible for determining the destination(s) and recipient(s) of all outbound communications made using the Technology. You acknowledge and represent that all content, communications, files, information, and data provided for transmission through Your use of the Technology will be provided solely for lawful purposes, and in no event shall any communication be in violation of the TCPA, Junk Fax Prevention Act, or any other law. You further acknowledge and represent that no unsolicited advertisements, commercial messages, solicitations, marketing or promotional materials or content will be transmitted or distributed through use of the Technology in any form or in any manner. To this end, You hereby covenant and agree to only use the Technology for communications with consenting individuals and/or entities and, to the extent Fixed Ops does not initiate the customer contact, You are solely responsible for receiving each consenting customer’s prior written consent and agreement to receive commercial messages from You. You therefore agree to indemnify and hold harmless Fixed Ops, and any third-party vendors of Fixed Ops, from any and all third party claims, losses, damages, fines, or penalties arising: (i) out of Your violation or alleged violation of the TCPA or Junk Fax Prevention Act or any similar regulation or legislation; or (ii) otherwise related to any voicemail, text, and/or fax spam, solicitations, or commercial messages that You may send and/or receive using, or not using, the Technology.
Compensation / Fees
You agree to be bound by the payment terms found in the Enrollment URL (include the link or some other identifying info) You executed with Fixed Ops. Fixed Ops reserves the right to modify its payment terms and any other billing rate at any time upon 30 days’ written notice sent to the email of Your account. Unless otherwise exempt from this section, You shall be required to upload credit card information as a form of payment. Your credit card may be utilized for payment of the services provided under this Agreement and You permit Your credit card to be charged in the event payment is considered due by Fixed Ops.
Term and Termination
This Agreement will commence on the date You click “I AGREE” and shall remain in effect for a period of three (3) months, and thereafter shall renew every month until Your account or this Agreement is terminated as described herein (the “Term”). Either You or Fixed Ops may immediately terminate this Agreement for any reason upon written notice. Upon expiration or termination of this Agreement, the license granted hereunder shall terminate, and You shall no longer have any rights to use the Technology and shall immediately discontinue using the Technology. You shall grant Fixed Ops access to Your Platform in order to allow Fixed Ops to remove any and all aspects of the Technology. Any continued use of the Technology after termination or expiration of this Agreement is expressly prohibited. No expiration or termination shall affect Your obligation to pay all fess that may have become due before such expiration or termination, or entitle You to any refund. If this Agreement is breached by You, the remainder of the Term’s fees shall be owed to Fixed Ops, notwithstanding any time remaining on the Agreement.
Data Ownership & Access to Information
Fixed Ops does not claim any ownership rights in any data or communication sent or collected by You. Nothing in this Agreement will be deemed to restrict any rights that You may have to use and exploit any communication (other than the limitations pursuant to applicable law as described above) or data. You hereby grant to Fixed Ops a non-exclusive, perpetual, worldwide license to use, reproduce and transfer any data collected solely in connection with Your use of the Technology, our development and improvement of the Technology (including, without limitation, machine learning, neural networks, etc.), and Fixed Ops’ provision of the Technology to You.
Privacy and Security Policy
Fixed Ops Privacy and Security Policy is incorporated herein for all purposes and You agree to the provisions contained therein. If any portion of this Agreement conflicts with any portion of the Privacy and Security Policy, This Agreement shall govern for purposes of privacy and security.


Warranties, Disclaimer, Limitations, and Remedies
Warranties: During the Term of this Agreement, Fixed Ops hereby warrants to You that: (1) Fixed Ops is the owner of the Technology or has the right to grant to You the license to use the Technology in the manner and for the purposes set forth in this Agreement without violating any rights of a third party and that the Technology will not knowingly infringe upon the intellectual property and/or proprietary rights of any third Party. You warrant that: (1) You are duly organized, validly existing and in good standing under the laws of the jurisdiction of incorporation; (2) this Agreement, when executed and delivered, will constitute a valid and binding obligation, enforceable in accordance with its terms; and (3) You shall not otherwise violate any laws, and refrain from taking any action which are intended to cause Fixed Ops to be in violation of any laws.
Disclaimer: THE WARRANTIES SET FORTH IN THIS SECTION ARE IN LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (1) ANY WARRANTY THAT THE TECHNOLOGY IS ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION, OR IS COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS; (2) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY; AND (3) ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. FIXED OPS SHALL NOT BE LIABLE FOR ANY LACK OF SERVICE OR RESPONSE TIME DELAYS ATTRIBUTABLE TO THE INTERNET, TELECOMMUNICATIONS EQUIPMENT OR SERVICES, YOUR COMPUTERS AND/OR MOBILE OR OTHER DEVICES OR NETWORKS, YOUR ISPs OR ANY OTHER REASONS OUTSIDE THE CONTROL OF FIXED OPS. THE FOREGOING WARRANTIES FURTHER DO NOT APPLY, AND FIXED OPS STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY MATERIALS, INCLUDING BUT NOT LIMITED TO ANY INTERNET SERVICE PROVIDERS, WEB SITE DESIGNS, OR ANY REQUIREMENTS OR FUNCTIONALITY ASSOCIATED WITH OR RELATED TO YOUR WEB SITE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH HEREIN, THE TECHNOLOGY IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, FIXED OPS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE TECHNOLOGY.
SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT FIXED OPS CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
Limitation of Liability: FIXED OPS IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF PROFITS, REVENUE, DATA, OR USE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF FIXED OPS OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FIXED OPS’ LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO FIXED OPS UNDER THIS AGREEMENT
Indemnification
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS FIXED OPS, AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, SERVICE PROVIDERS, AGENTS, SUBSIDIARIES, AFFILIATES, TECHNOLOGY PROVIDERS, OR OTHER PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ANY THIRD-PARTY CLAIM, DEMAND, LOSS, DAMAGE, COST, OR LIABILITY (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TECHNOLOGY, OR ANY USE OF THE TECHNOLOGY, INCLUDING, BUT NOT LIMITED TO, CLAIMS, DEMANDS, LOSSES, DAMAGES, COSTS, OR LIABILITIES (INCLUDING REASONABLE ATTORNEYS’ FEES) CAUSED BY, ALLEGED TO BE CAUSED BY, OR RELATING TO: (A) YOUR USE, NON-USE, OR MISUSE OF, OR CONNECTION TO THE TECHNOLOGY AND ANY CONTENT TRANSMITTED TRHOUGH THE TECHNOLOGY; (B) YOUR BREACH, OR ALLEGED BREACH OF THIS AGREEMENT; (C) YOUR VIOLATION, OR ALLEGED VIOLATION, OF THE TCPA OR ANY OTHER TELEMARKETING OR CONSUMER PROTECTION LAW OR REGULATION; (D) YOUR VIOLATION OF ANY RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS, OF A THIRD PARTY; AND/OR (E) YOUR VIOLATION OR ALLEGED VIOLATION OF ANY OTHER LAW, REGULATION, OR COMMON LAW INCLUDING, BUT NOT LIMITED TO, LAWS PROHIBITING FRAUD, TRESPASS, OR INVASION OF PRIVACY. FIXED OPS RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY FIXED OPS, AND YOU AGREE TO COOPERATE WITH FIXED OPS DEFENSE OF ANY SUCH CLAIMS. YOU AGREE NOT TO SETTLE ANY MATTER WITHOUT THE PRIOR WRITTEN CONSENT OF FIXED OPS. FIXED OPS WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT.
Relationship
No partnership, joint venture, distributorship or other business organization or relationship of any kind is established or intended to be established other than provided herein, by this Agreement. You and Fixed Ops agree that each is independent of the other and neither shall represent to any third party that it is the agent or representative of the other. Neither Party shall have the authority to enter into any contracts on behalf of the other Party.
Assignment
Neither Party may assign this Agreement by operation of law or otherwise without the prior written consent of the other Party and any purported assignment in violation hereof shall be null and void; provided.
Waiver
This Agreement may not be modified or amended except in a writing signed by an authorized officer of each Party. The failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of the provisions or of the right of such Party thereafter to enforce that or any other provision.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and the Parties hereby consent and submit to the jurisdiction and venue of the State and Federal Courts located in Miami-Dade County, Florida. Each Party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to this Agreement. Nothing in this Agreement will affect the right of any Party hereto to serve process in any other manner permitted by applicable requirements of law. Each Party hereby irrevocably waives its rights to trial by jury in any action or proceeding arising out of this Agreement or the transactions relating to its subject matter. You agree that any claim it may have against Fixed Ops shall be brought individually and You shall not bring, join or participate in a class action against Fixed Ops.
Force Majeure
The performance of any obligation of Fixed Ops under this Agreement shall be abated upon the occurrence beyond the control of Fixed Ops – such as an act of God, war, acts of terrorism, governmental regulations, disaster, strikes, pandemic, or civil disorder – to the extent that such occurrence makes it impossible for Fixed Ops to access the internet or servers to perform under this Agreement.
Attorney’s Fees and Costs
In the event of any dispute between the Parties arising out of this Agreement, including the non-payment of fees, the prevailing Party shall be entitled, in addition to any other rights and remedies it may have, to recover its reasonable attorney fees and costs, including pre-suit and appellate fees and costs, and expert fees.
Severability
In case any provision of this Agreement is held to be invalid, unenforceable, or illegal, the provision will be severed from this Agreement, and such invalidity, unenforceability, or illegality will not affect any other provisions of this Agreement.
BY CLICKING “I AGREE” YOU AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT DESIRE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, CLICK “I DO NOT AGREE.” IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ALL AUTHORIZED USERS TO THIS AGREEMENT. YOU ACKNOWLEDGE THAT THIS AGREEMENT IS A CONTRACT BETWEEN YOU AND FIXED OPS, EVEN THOUGH IT IS ELECTRONIC AND IS NOT PHYSICALLY SIGNED AND IT GOVERNS YOUR USE OF THE TECHNOLOGY.