Terms & Conditions

These Terms of Use ("Agreement" or "Terms") constitute a legally binding agreement between you and InstinctIQ LLC, an Oregon limited liability company ("InstinctIQ," "Company," "we," "us," or "our") governing your access to and use of the InstinctIQ platform, website, and all related products and services (collectively, the "Services").

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. By accessing our website, creating an account, purchasing a subscription, or otherwise using the Services, you signify your agreement to these Terms and our Privacy Policy available at https://instinctiq.com/privacy-policy. If you enter into this Agreement on behalf of an organization, company or entity, you represent and warrant that you have the legal authority to bind that entity to these Terms. In that case, all references to "you" refer to both the individual and the entity. If you do not have such authority, or if you do not agree to these Terms, you may not use the Services.

1. Changes to These Terms

InstinctIQ reserves the right to change these Terms at any time in its sole discretion. In the event of a material change to these Terms, a notice will be posted on our website or app and you will also receive notification through your InstinctIQ user account if you have registered. Your continued use of the Services following the effective date of any change constitutes your acceptance of the revised Terms. If you do not consent to the Terms as updated, you must discontinue use of the Services immediately.

2. Description of Services; Provision of Services

InstinctIQ provides a structured training and operational framework platform designed for use by pet care facilities and the professionals employed therein. Offerings available within the Services include:

• Access to the EssentialsIQ educational framework
• A learning management system for EssentialsIQ course delivery, learner enrollment, and progress tracking
• A subscription management portal for account creation and billing administration
• Structured learning track access for facility owners, managers, and team-level employees

The features, content, and operational functionality available to a Customer Account (defined below) and its users are determined by the applicable subscription tier.

All users are tied to a specific customer account ("Customer Account") which is initially set up by the Account Holder (defined below).

InstinctIQ has no responsibility to provide you access to the Services. InstinctIQ reserves the right at any time and from time to time to modify, suspend, or discontinue, temporarily or permanently, the Services or any part thereof, or your access thereto (including suspending or disabling your user account), with or without notice. You acknowledge and agree that InstinctIQ shall not be liable to you for any modification, suspension or discontinuance of the Services, or your access thereto. Further, InstinctIQ shall not be liable to you for any loss or liability resulting, directly or indirectly, due to electronic or mechanical equipment failures, telephone interconnect problems, defects, weather, strikes, walkouts, fire, government orders, acts of God, riots, armed conflicts, acts of war, acts of terrorism, or to other like causes.

3. Access Rights, Account Registration and Subscriptions

3.1 Access Rights

Subject to your compliance with the terms and conditions set forth herein, InstinctIQ hereby grants to you a non-exclusive, non-assignable, limited right to access and use the Services solely for the Customer Account's internal business operations, and up to the maximum number of authorized users set forth in the applicable order form or your account, during the Subscription Term.

3.2 Account Registration and User Account Types

To access the Services, you must create an account and purchase a subscription through the InstinctIQ portal or be invited by your organization's account manager to access the Services. You agree to provide accurate, current, and complete information at the time of registration and to update such information as necessary to maintain its accuracy. Failure to provide accurate information may result in suspension or termination of your individual account and/or your organization's Customer Account. If you are an Account Holder, you represent and warrant that you have obtained all necessary consents from those individuals and that all users accessing the Services through the Customer Account are authorized to do so.

There are two user types. Account Holders are typically the facility owner, or another individual designated as the account administrator by the facility owner of the Customer Account. General Users are all other persons who access the Services through the Customer Account via a unique login id and password.

3.3 Subscription Tiers and Authorization

Subscriptions are offered to Customer Accounts in three (3) tiers, differentiated by employee count, as presented at the time of purchase. Pricing and other details of any subscription purchase are non-binding until you have completed your purchase.

3.4 Account Security and Responsibility

To create an account, you must complete the registration process by providing InstinctIQ with current, complete, and accurate information as prompted by the applicable registration form and choose a username and password. You are entirely responsible for maintaining the confidentiality of your password, username, and other account information. Furthermore, you are entirely responsible for any and all activities that occur under your account. If you become aware of any unauthorized use of your account or any other breach of security, you agree to notify InstinctIQ immediately at support@instinctiq.com. InstinctIQ will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. If InstinctIQ or a third party incurs losses due to someone else using your account or password, you could be held liable for those losses.

Subject to applicable law, we may suspend or terminate your account and your ability to use any portion of the Services for failure to comply with these Terms or for any other reason whatsoever.

4. Payment, Billing, Cancellation and Refund Policy

Subscriptions are billed on a recurring monthly basis as selected by the Account Holder at the time of purchase. By completing a subscription purchase, you authorize InstinctIQ to charge the applicable subscription fees to your designated payment method through our authorized payment processor. Subscription fees are non-refundable except as required by applicable law.

InstinctIQ reserves the right to adjust subscription pricing upon advance written notice to the Account Holder. In the event of a failed payment, InstinctIQ may suspend access to your account pending resolution of the outstanding balance. Failure to cure a payment default within a commercially reasonable period may result in termination of the subscription.

The initial subscription period for the Services begins on the date of purchase and renews automatically on a monthly basis unless canceled by the Account Holder ("Subscription Term"). Pricing for each renewal period will be at the price set forth in InstinctIQ's then-current subscription tier listing page on its website, and all other applicable terms and conditions for such subscription tier shall also apply. You agree that InstanctIQ may bill your credit card prior to each monthly renewal date. You acknowledge and agree that it is your responsibility to review the subscription offer and tier details displayed on the purchase page of the Services for pricing and other changes.

InstinctIQ may cancel your subscription at any time upon notice to you. If you are the Account Holder, you can cancel your Company Account's subscription at any time through the Customer Account, by emailing us at support@instinctiq.com or sending a written request to cancel to our address set out at the end of this document. If canceled, your subscription to the Services will terminate at the end of the then-current monthly billing period. InstinctIQ does not provide prorated refunds for unused subscription periods except as required by applicable law.

5. Referral Program

InstinctIQ may offer a referral program administered through Rewardful or another approved partner. Participation in the referral program is voluntary and subject to the terms and conditions presented at the time of enrollment. InstinctIQ reserves the right to modify, suspend, or terminate the referral program at any time upon reasonable notice to participants.

6. Acceptable Use; Limitations on Use

You agree to use the Services solely for lawful purposes and in accordance with these Terms. Without limiting the foregoing, you agree that you will not:

• Share, transfer, or disclose account credentials to individuals outside your facility or subscription
• Reproduce, redistribute, sublicense, resell, or otherwise commercially exploit any InstinctIQ content or course materials without prior written authorization from InstinctIQ
• Use the Services to transmit, post, or distribute content that is unlawful, harmful, defamatory, obscene, or otherwise objectionable
• Attempt to gain unauthorized access to any portion of the Services or any related systems or networks
• Introduce any virus, malware, or other harmful code into the Services
• Use the Services in any manner that violates applicable federal, state, or local law or regulation

InstinctIQ reserves the right to investigate suspected violations of these Terms and to suspend or terminate account access, with or without prior notice, upon determining that a violation has occurred.

While using the Services, you may not perform any actions which could interfere with or otherwise adversely affect the proper functioning of the InstinctIQ. For example, you may not take any action that imposes, or may impose an unreasonable or disproportionately large load on InstinctIQ's or its LMS provider's infrastructure supporting the Services. You agree not to:

• (a) sell, resell, lease or the functional equivalent, the Services or any InstinctIQ Content (defined below) to a third party
• (b) attempt to reverse engineer the Services or any component thereof
• (c) attempt to create a substitute or similar service through the use of, or access to, the Services or the InstinctIQ Content
• (d) attempt to create materials similar to the InstinctIQ Content other than in connection with your use of the Services
• (e) reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate any InstinctIQ Content to any third party other than through use of the Services

Any unauthorized or prohibited use of the Services or content may subject you to civil liability and criminal prosecution under applicable federal and state laws.

7. Intellectual Property Rights

Our Services, including without limitation, all software code, site and app architecture and design, interactive features and the appearance and arrangement of various InstinctIQ Content (defined below), all trademarks, service marks and trade names used in connection with our Services (the "Marks") and all text, images, photographs, illustrations, audio clips, video clips, artwork, graphic material, and other copyrightable elements, including without limitation, the EssentialsIQ framework, course materials and assessments, and the selection and arrangements thereof (collectively, "InstinctIQ Content") are the property of InstinctIQ and/or its assigns, licensors or other respective owners and are protected, without limitation, pursuant to U.S. and foreign copyright, trademark and other intellectual property rights laws. You may not make any use of the InstinctIQ Content, without the express prior written consent of InstinctIQ.

YOU ACKNOWLEDGE AND AGREE THAT NOTHING IN THESE TERMS OF USE SHALL HAVE THE EFFECT OF TRANSFERRING THE OWNERSHIP OF ANY COPYRIGHTS, TRADEMARKS OR OTHER PROPRIETARY RIGHTS IN THE PRODUCTS OR INSTINCTIQ CONTENT OR ANY PART THEREOF TO YOU OR ANY THIRD PARTY. You undertake not to take any action which could be considered inconsistent with or which is likely in any way to prejudice such ownership rights.

8. Third-Party Services and Linked Websites

The Services may incorporate or integrate third-party platforms and services, including through features that allow you to link your account in the Services with an account on the third-party service. By using one of these tools, you agree that InstinctIQ may transfer that information to the applicable third-party service. Third-party services are not under InstinctIQ's control, and, to the fullest extent permitted by law, InstinctIQ is not responsible for any third-party service's use of your exported information. The Services may also contain links to third-party websites. Linked websites are not under InstinctIQ's control, and InstinctIQ is not responsible for their content.

9. Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. INSTINCTIQ DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

INSTINCTIQ'S TRAINING CONTENT IS DEVELOPED AND REVIEWED IN COLLABORATION WITH LICENSED VETERINARIANS AND CERTIFIED PROFESSIONAL TRAINERS. THIS CONTENT IS PROVIDED FOR OPERATIONAL AND EDUCATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE VETERINARY, MEDICAL, REGULATORY, OR OTHER PROFESSIONAL ADVICE. OUTCOMES ASSOCIATED WITH USE OF THE SERVICES AND CONTENT DELIVERED THROUGH IT DEPEND ON THE IMPLEMENTATION AND ENGAGEMENT OF INDIVIDUAL FACILITIES AND TEAMS. INSTINCTIQ MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SPECIFIC RESULTS.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN ALL CASES, INSTINCTIQ'S LIABILITY TO YOU, INCLUDING BUT NOT LIMITED TO, LIABILITY FOR A BREACH OF INSTINCTIQ'S OBLIGATIONS UNDER THESE TERMS OF USE OR FOR NEGLIGENCE, SHALL BE LIMITED TO $500.00 AS THE SOLE AND EXCLUSIVE REMEDY. TO THE FULLEST EXTENT PERMITTED BY LAW, INSTINCTIQ, ITS LICENSORS, VENDORS, SUPPLIERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES FOR ANY REASON, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification

You agree to indemnify, defend, and hold harmless InstinctIQ, its licensors, vendors and suppliers, successors and assigns and their respective officers, managers, members, shareholders, directors, employees, contractors, representatives, and agents, from and against any and all claims and damages, including reasonable attorneys' fees, expert witness fees, and court costs, arising out of or relating to any allegation regarding:

• (a) your access to or use of the Services
• (b) any violation of these Terms by you or through your user account
• (c) your violation of any applicable law or regulation
• (d) any content or other information submitted or transmitted by you or through your account

12. Contract Term

This Agreement remains in effect for the duration of your active subscription.

13. Governing Law and Dispute Resolution

The laws of the State of Oregon, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction, shall govern these Terms. To the extent allowed by applicable law, any claims or causes of action arising from or relating to your access and use of Services must be instituted within six (6) months from the date upon which such claim or cause arose or was accrued. Further, any such claim or cause of action must EXCLUSIVELY be brought in the state or federal courts located in Eugene, Lane County, Oregon, and you agree to submit to the exclusive personal jurisdiction of such courts and hereby appoint the Secretary of State of Oregon as your agent for service of process. You agree to waive any objection that the state or federal courts of Lane County, Oregon are an inconvenient forum.

YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING, WITHOUT LIMITATION, DISPUTES RELATED TO THIS AGREEMENT, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES, AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this Agreement to arbitrate. YOU ARE WAIVING THE ABILITY TO PARTICIPATE AS A CLASS REPRESENTATIVE OR MEMBER IN ANY CLASS OR COLLECTIVE CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS OR COLLECTIVE ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.

14. Feedback

From time to time, you may choose to provide us with suggestions, comments or other feedback ("Feedback") with respect to the Services or InstinctIQ Content. You agree that all such Feedback is and shall be given entirely voluntarily. To the extent that any Feedback is protectable by copyright, trademark or other intellectual property rights, you hereby assign irrevocably all right, title and interest in and to the Feedback and such related rights to InstinctIQ. InstinctIQ shall be free to use, disclose, reproduce, license or otherwise distribute, commercialize and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind.

15. General Provisions

You may not assign or transfer your rights or obligations under these Terms. InstinctIQ may assign its rights and obligations under these Terms without restriction.

These Terms, together with the Privacy Policy and any applicable order forms or subscription agreements, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings. These Terms of Use are the entire agreement between you and InstinctIQ regarding the subject matter herein, and supersede any prior understandings or agreements, written or oral.

If any provision of these Terms is held to be invalid, illegal or unenforceable by any court of competent jurisdiction, the remaining provisions shall remain in full force and effect to the extent that the remaining provisions can be substantially applied within the original intent of these Terms taken as a whole. Any court holding a provision to be invalid, illegal or unenforceable shall not render the offending provision void or unenforceable, but instead shall modify the provision to the minimum extent necessary to make the provision valid, legal, and enforceable.

No failure or delay by InstinctIQ in exercising any right or remedy under these Terms constitutes a waiver of that right or remedy.

The section titles used in these Terms are purely for convenience and carry with them no legal or contractual effect.

In the event of the termination of these Terms for any reason, you agree the following provisions will survive: the provisions regarding limitations on your use of content, the license(s) you have granted to InstinctIQ, the limitation on liability, indemnity, governing law and all other provisions for which survival is equitable or appropriate.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and InstinctIQ as a result of these Terms or use of the Services.

A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

16. Notices and Contact Information

All legal notices to InstinctIQ must be made in writing and delivered to the contact information set forth below. Legal notices to registered users will be delivered via electronic message to the Account Holder within the Services with a copy delivered in writing to the physical address then on file in the Customer Account.

Questions or concerns regarding these Terms should be directed to:

InstinctIQ LLCAttn: LegalEmail: support@instinctiq.comWebsite: www.instinctiq.com

If you need to send InstinctIQ LLC correspondence via US mail, use the following address:

InstinctIQ LLCAttn: Legal5441 S. Macadam Ave #6013Portland, OR 97239