ProIQ Relationship Manager Platform Terms and Conditions

Effective Date: July 20, 2026

These Terms and Conditions (these "Terms") govern access to and use of the software platform made available by ProIQ, LLC ("ProIQ," "we," "us," or "our") at piper.proiq.com and any related applications, dashboards, APIs, and services (collectively, the "Platform"). The Platform is a white-labeled offering built on licensed third-party technology; ProIQ is the sole contracting party for purposes of these Terms regardless of the underlying technology provider.

By accessing or using the Platform, clicking "I Agree," creating an account, or otherwise using any part of the Platform, the individual or entity on whose behalf the Platform is used ("Client," "you," or "your") agrees to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you" refers to that entity. If you do not agree to these Terms, do not access or use the Platform.

These Terms incorporate by reference any applicable order form, statement of work, or service agreement executed between you and ProIQ (each, an "Order"). In the event of a direct conflict between an Order and these Terms, the Order will control solely with respect to the specific subject matter it addresses.

1. Definitions

• "Account" means the credentials and configuration through which you access the Platform.
• "Client Data" means any data, content, contacts, communications, or materials that you or your Users upload to, or generate through, the Platform.
• "User" means any employee, contractor, or authorized representative of Client who is granted access to the Platform.
• "AI Features" means any functionality within the Platform that uses machine learning, large language models, or automated decision-making, including AI-based interviewing, screening, drafting, or communication tools.
• "Third-Party Service Providers" means the vendors, subprocessors, and technology providers ProIQ uses to deliver the Platform, including hosting, messaging, and communications infrastructure providers.

2. Eligibility

You must be at least 18 years old and have the legal capacity to enter into a binding contract to use the Platform. By using the Platform, you represent and warrant that you meet these requirements. The Platform is intended for business use; it is not directed at, and may not be used by, individual consumers for personal, family, or household purposes.

3. Account Registration and Security

You are responsible for providing accurate registration information and for keeping it current. You are responsible for all activity that occurs under your Account, whether or not authorized by you, and for maintaining the confidentiality of your login credentials. You must notify ProIQ immediately at of any unauthorized access to or use of your Account. ProIQ is not liable for any loss or damage arising from your failure to safeguard your Account credentials.

4. Subscription, Fees, and Payment

4.1 Billing Cycle

Subscription fees are billed monthly in advance, beginning on the date your Account is activated and on the same day of each subsequent month, unless otherwise stated in an Order.

4.2 Auto-Renewal

Your subscription automatically renews at the end of each monthly billing period unless you cancel in accordance with Section 5 (Term and Cancellation).

4.3 Payment Terms

Fees are due upon invoice unless otherwise agreed in writing. You authorize ProIQ to charge your designated payment method for all fees due. If a payment method fails, ProIQ may suspend your access to the Platform until payment is received.

4.4 Late Payments

Past-due fees are subject to an interest charge of one and one-half percent (1.5%) per month (an annual percentage rate of 18%), or the maximum rate permitted by law, whichever is lower. You are responsible for all reasonable costs of collection, including attorneys' fees, incurred by ProIQ in collecting past-due amounts.

4.5 No Refunds

Except as expressly required by law or as otherwise stated in an Order, all fees are non-refundable, including for partial billing periods, unused features, or early cancellation.

4.6 Fee Changes

ProIQ may change its fees upon at least thirty (30) days' written notice. Continued use of the Platform after a fee change takes effect constitutes acceptance of the new fees.

4.7 Taxes

Fees are exclusive of applicable taxes, and you are responsible for all sales, use, or similar taxes associated with your subscription, other than taxes based on ProIQ's net income.

5. Term and Cancellation

These Terms remain in effect for as long as you maintain an active Account. Either party may cancel the subscription for convenience by providing at least thirty (30) days' prior written notice to the other party. Notice of cancellation should be sent to or through the Platform's account settings. Cancellation will take effect at the end of the then-current billing period following the notice period; no partial-month refunds will be issued. ProIQ may suspend or terminate your Account immediately, without prior notice, for non-payment, suspected fraud, violation of these Terms, or conduct that ProIQ reasonably believes poses a risk to the Platform, other clients, or third-party service providers. Upon termination, your right to access the Platform ends immediately, and any outstanding fees become immediately due.

6. Client Content and Responsibilities

You retain all ownership rights in Client Data. You grant ProIQ a non-exclusive, worldwide, royalty-free license to host, process, transmit, and display Client Data solely as necessary to provide and support the Platform. You are solely responsible for the accuracy, legality, and appropriateness of all Client Data and for obtaining any consents required to submit it to the Platform.

You agree not to use the Platform to:

• Send unlawful, deceptive, defamatory, or harassing communications;
• Violate the rights of any third party, including privacy and intellectual property rights;
• Upload malicious code;
• Attempt to reverse-engineer, resell, or white-label the Platform to a third party without ProIQ's prior written consent; or
• Use the Platform in a manner that violates any applicable law or regulation.

7. Compliance with Communications and Marketing Laws

The Platform includes tools that allow you to send SMS, voice, and email communications to your contacts. As between you and ProIQ, you are solely responsible for:

• Obtaining all consents required under the Telephone Consumer Protection Act (TCPA), applicable 10DLC (10-Digit Long Code) carrier registration and campaign vetting requirements, and any state or local telemarketing and messaging laws, before sending any SMS or voice communication through the Platform;
• Complying with the CAN-SPAM Act and any other applicable law governing commercial email, including accurate sender information, honoring opt-out requests, and maintaining suppression lists; and
• Registering, or cooperating with ProIQ's registration process for, any messaging campaigns, brand identities, or phone numbers as required by mobile carriers or messaging aggregators.

ProIQ may suspend messaging functionality for your Account if required by a carrier, aggregator, or regulator, or if ProIQ reasonably believes your use of the Platform violates this Section. You agree to indemnify ProIQ for any claims, fines, or penalties arising from your, or your Users', violation of this Section, as further described in Section 14 (Indemnification).

8. AI-Powered Features

The Platform may include or integrate with artificial intelligence and machine learning functionality, including AI-assisted or AI-conducted candidate interviewing, screening, transcription, summarization, and communication tools ("AI Features"). By using AI Features, you acknowledge and agree to the following:

• Data Processing. Client Data submitted to or generated through AI Features (including audio, video, transcripts, and candidate responses) may be processed by ProIQ and its third-party service providers, including third-party AI model providers, solely to provide, support, and improve the AI Features. ProIQ will not use Client Data to train AI models on behalf of any party other than you without your prior written consent.
• No Guarantee of Accuracy. AI-generated outputs, including interview summaries, scoring, recommendations, and transcriptions, are provided on an as-is basis and may contain errors, omissions, or biases inherent to automated systems. AI Features are decision-support tools only and are not a substitute for independent human judgment.
• Client Responsibility for Compliant Use. Where AI Features are used in connection with employment, hiring, or candidate-screening decisions, you are solely responsible for ensuring your use complies with all applicable laws, including anti-discrimination laws, automated employment decision tool laws, algorithmic accountability laws, and any required candidate notice, consent, bias-audit, or disclosure obligations in the jurisdictions where you operate. ProIQ makes no representation that use of the AI Features, in and of itself, satisfies any such legal requirement.
• Human Oversight. You agree not to rely on AI Features as the sole basis for any final hiring, adverse, or other legally consequential decision without meaningful human review.

ProIQ disclaims all liability for decisions made by you or your Users in reliance on AI Feature outputs, except to the extent caused by ProIQ's gross negligence or willful misconduct in operating the Platform.

9. Third-Party Service Providers

ProIQ uses various third-party vendors, subprocessors, and technology providers to host, deliver, and support the Platform, including infrastructure, messaging, email delivery, and payment processing providers. By using the Platform, you acknowledge that Client Data may be processed by these third-party service providers as necessary to deliver the Platform's functionality. ProIQ is not responsible for outages, errors, or data handling practices of third-party service providers that are outside ProIQ's reasonable control, though ProIQ will use commercially reasonable efforts to select and oversee reputable providers.

10. Intellectual Property

The Platform, including its software, design, branding, and underlying technology, is owned by ProIQ and its licensors and is protected by intellectual property laws. Except for the limited right to access and use the Platform granted under these Terms, no other rights are granted to you. You may not copy, modify, distribute, sell, lease, or reverse-engineer any part of the Platform. All trademarks, logos, and service marks displayed on the Platform are the property of ProIQ or their respective owners.

11. Confidentiality

Each party may have access to non-public information of the other party in connection with these Terms ("Confidential Information"). Each party agrees to use the other party's Confidential Information solely to perform its obligations under these Terms, to protect it with at least the same degree of care it uses to protect its own confidential information (and no less than a reasonable degree of care), and not to disclose it to any third party except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section. This Section does not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party without an obligation of confidentiality, or is required to be disclosed by law, provided the disclosing party gives the other party prompt notice where legally permitted.

12. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS EXPRESSLY STATED IN THESE TERMS, PROIQ MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROIQ DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT IT WILL RESULT IN ANY PARTICULAR BUSINESS OUTCOME, INCLUDING ANY SPECIFIC LEVEL OF LEADS, HIRES, ENGAGEMENT, OR REVENUE.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE FEES PAID BY CLIENT TO PROIQ FOR THE PLATFORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations apply to the fullest extent permitted by applicable law and will survive even if any limited remedy fails of its essential purpose.

14. Indemnification

You agree to indemnify, defend, and hold harmless ProIQ, its officers, employees, and agents from and against any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your or your Users' use of the Platform in violation of these Terms or applicable law; (b) Client Data, including any claim that Client Data infringes or misappropriates a third party's rights; (c) your or your Users' violation of Section 7 (Compliance with Communications and Marketing Laws), including TCPA, 10DLC, or CAN-SPAM violations; or (d) decisions made by you or your Users in connection with AI Features as described in Section 8. ProIQ agrees to indemnify, defend, and hold harmless Client from third-party claims that the Platform, as provided by ProIQ and used in accordance with these Terms, infringes a valid U.S. intellectual property right, subject to the limitation of liability in Section 13.

15. Suspension for Cause

In addition to termination rights under Section 5, ProIQ may immediately suspend your access to the Platform, without liability, if ProIQ reasonably believes such action is necessary to: (a) prevent harm to the Platform, other clients, or third-party service providers; (b) comply with a request from a carrier, aggregator, payment processor, or governmental authority; or (c) address a security incident. ProIQ will use commercially reasonable efforts to notify you of any such suspension and the reason for it.

16. Copyright Complaints (DMCA)

If you believe content on the Platform infringes your copyright, please send a notice to ProIQ's designated agent at with the following information: (a) a description of the copyrighted work claimed to be infringed; (b) a description of the material you claim is infringing and its location on the Platform; (c) your contact information; (d) a statement that you have a good-faith belief the use is not authorized; and (e) a statement, under penalty of perjury, that the information is accurate and that you are authorized to act on behalf of the copyright owner.

17. Dispute Resolution; Binding Arbitration; Class Action Waiver

17.1 Agreement to Arbitrate

Except for claims for injunctive relief relating to intellectual property or confidentiality, or claims that may be brought in small claims court, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform will be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator and will take place in Hillsborough County, Florida, unless the parties agree otherwise, or may be conducted remotely by agreement of the parties.

17.2 Class Action Waiver

All claims must be brought in a party's individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one party's claims and may not otherwise preside over any form of a representative or class proceeding.

17.3 Costs; Judgment

Each party will bear its own costs of arbitration, except that the arbitrator may award reasonable attorneys' fees and costs to the prevailing party as provided under Section 18. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

18. Governing Law; Venue

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. Subject to Section 17 (Dispute Resolution), the exclusive venue for any action not subject to arbitration will be the state or federal courts located in Hillsborough County, Florida, and each party consents to the personal jurisdiction of such courts. The prevailing party in any arbitration or court proceeding to enforce these Terms is entitled to recover its reasonable attorneys' fees and costs.

19. Notices

Notices to ProIQ must be sent to or to ProIQ, LLC, 2720 Homestead Rd, Suite 210, Park City, UT 84098. Notices to Client will be sent to the email address or contact information associated with your Account. Notice is deemed given upon confirmed delivery by email, or three (3) business days after mailing if sent by U.S. mail.

20. Modifications to These Terms

ProIQ may update these Terms from time to time. If ProIQ makes material changes, it will provide notice by posting the updated Terms on the Platform, updating the Effective Date above, and, where required by law, providing additional notice such as email. Continued use of the Platform after the updated Terms take effect constitutes acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Platform and may cancel your subscription in accordance with Section 5.

21. General Provisions

21.1 Entire Agreement

These Terms, together with any applicable Order, constitute the entire agreement between you and ProIQ regarding the Platform and supersede all prior or contemporaneous agreements on that subject.

21.2 Severability

If any provision of these Terms is found unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

21.3 Assignment

You may not assign or transfer these Terms without ProIQ's prior written consent. ProIQ may assign these Terms in connection with a merger, acquisition, or sale of assets, or to an affiliate, without your consent.

21.4 Force Majeure

Neither party will be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, internet or telecommunications failures, or failures of third-party service providers.

21.5 Waiver

No waiver of any provision of these Terms will be effective unless in writing. No failure or delay by either party in exercising any right will operate as a waiver of that right.

21.6 Relationship of Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

21.7 Survival

Sections addressing payment obligations, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and governing law will survive termination of these Terms.

22. Contact Information

Questions about these Terms may be directed to:

ProIQ, LLC
2720 Homestead Rd, Suite 210, Park City, UT 84098
Email:
Phone: 385-786-9030
Website: https://proiq.com