Terms of Service

Effective Date: August 5, 2025

Welcome to SoftWave Marketing, a service of Monetize, LLC d/b/a Business Nitrogen ("Provider"). These Terms and Conditions (“Agreement”) govern your ("Client") access to and use of our marketing services, AI-driven lead funnels, and intent-data-based tools including but not limited to LeadXray™ (collectively, “Services”). By accessing or using our Services, you represent that you have authority to bind Client and agree that Client shall be bound by these Terms.

1. License & Scope of Use

You are granted a limited, non-exclusive, non-transferable, revocable license to use our proprietary marketing funnels and software tools solely for your internal business purposes in accordance with our documentation and instructions. Should you utilize LeadXray or AI Funnel services are provided on a non-exclusive basis. Any attempt to sublicense, resell, replicate, reverse engineer, decompile, or create derivative works from the technology is strictly prohibited. Provider may revoke this license immediately upon any breach of these Terms.

2. Ownership of IP

All proprietary technology, including but not limited to AI booking workflows, software, content, dashboards, scripts, models, algorithms, methodologies, trade secrets, creative assets, and any improvements or modifications thereof, whether created independently or through Client feedback or collaboration, remain the sole and exclusive intellectual property of Business Nitrogen. Any unauthorized use, copying, reverse engineering, or infringement thereof shall constitute immediate and material breach, entitling Provider to immediate injunctive relief and monetary damages.

Provider retains all rights to platform IP, including any improvements, modifications, or derivatives created during the term of this Agreement.

3. No Refunds

All sales are final and non-refundable. No refunds, prorations, credits, offsets, or adjustments will be provided under any circumstances, including but not limited to unused services, campaign performance, perceived outcomes, early termination, Client dissatisfaction. Any dispute regarding payments shall not entitle Client to withhold or delay payment of any undisputed amounts. Client acknowledges that Provider incurs significant upfront costs in implementing services.

4. No Guarantees

Our Services are designed to increase visibility, streamline scheduling, and deliver actionable leads. Client expressly acknowledges and agrees that Business Nitrogen makes no representations, warranties or guarantees of any kind regarding results, including but not limited to:

Appointment show-up rates
Lead conversion rates
Patient or customer outcomes
Any form of financial or business performance

All performance is subject to external factors such as market conditions, search behavior, and client-side follow-up and enrollment practices.

5. Data Usage and Compliance

We may provide third-party data signals and contact profiles for marketing use. These are not opt-in subscribers and are delivered "as-is" without any warranty of accuracy, completeness, or fitness for a particular purpose. Client assumes all liability for validation, verification, and proper use of such data. You assume all risks associated with the use of such data and are solely responsible for:

Following all applicable laws, regulations, and industry standards including but not limited to TCPA, CAN-SPAM, GDPR, CCPA, and any future data protection or marketing regulations that may become applicable
Ensuring consumer consent for all outbound communication
Maintaining unsubscribe and opt-out compliance

Use of our data for FCRA-regulated decisions (credit, housing, insurance, employment) is strictly prohibited.

6. Confidentiality

Client acknowledges that Provider's strategies, pricing, lead data, and other confidential information constitute valuable trade secrets. Any breach of confidentiality will constitute immediate and irreparable harm to Provider warranting immediate injunctive relief without the necessity of posting bond. For each breach, Client shall pay liquidated damages in addition to actual damages, legal fees, costs of investigation, and any other remedies available at law or equity. Service Provider and Client mutually acknowledge that damages from any breach may be difficult to calculate with precision. The parties agree that any liquidated damages must be negotiated in good faith at the time of the breach based on actual demonstrable harm.

- One archival copy may be retained if required by law.

- No disclosure without prior written consent.

Client agrees not to disclose any confidential information, including lead data, creative strategies, campaign tactics, pricing, or business methodologies to any third party without our prior written consent. All data shared through our platform is for internal use only. This confidentiality obligation shall survive the termination of this Agreement for a period of two (2) years. Any breach of this provision shall entitle Business Nitrogen to seek immediate injunctive relief in addition to any other available remedies.

7. Disclaimer of Warranties

The Services are provided strictly “as-is” and “as-available," and Client expressly acknowledges, accepts, and assumes all risks associated with the use of the Services, including but not limited to technology failures, data loss, service interruptions, and third-party interference. We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be error-free, uninterrupted, or secure.

8. Indemnification

Client agrees to indemnify, defend, and hold harmless Provider, its officers, directors, employees, agents, affiliates, successors, and assigns from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of investigation) arising from or related to: (i) Client's use of the Services; (ii) Client's data handling practices, marketing activities, or any alleged non-compliance with applicable laws or regulations; (iii) any misrepresentation or breach of any representation, warranty, covenant, or obligation of Client; or (iv) any negligent or willful acts or omissions by Client or its personnel. This obligation includes but is not limited to claims brought by third parties, regulatory authorities, or data subjects. Provider shall have the right to select counsel and control the defense of any such claim.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Maximum aggregate liability of Business Nitrogen for all claims, whether in contract, tort (including negligence), or otherwise, shall not exceed the lesser of (i) total fees paid in the preceding twelve (12) months or (ii) $10,000, provided that such liability shall be limited to direct damages only and in no event shall Business Nitrogen be liable for any indirect, incidental, special, consequential, or punitive damages, regardless of the number or nature of claims.

10. Term & Termination

Term is based upon the term chosen by client at inception of Agreement.

Client may terminate this Agreement by providing written notice of termination no less than sixty (60) days prior to the end of the then-current billing cycle, which notice period may be shortened at Provider's sole discretion. Notice shall be deemed effective upon Provider's confirmation of receipt via any written means. Upon termination, Client shall pay all fees accrued through the end of the current billing cycle, plus a pro-rated portion of any implementation or setup fees if termination occurs within the first twelve (12) months of service. Service Provider shall continue providing Services through the end of the paid billing cycle.

Provider may immediately suspend or terminate Services without prior notice or opportunity to cure for: (i) non-payment or late payment; (ii) any compliance breach; (iii) any conduct that Provider determines in its sole and absolute discretion could harm its business interests, relationships, or reputation; (iv) any violation of this Agreement; or (v) if Client becomes insolvent or subject to bankruptcy proceedings. (vi) Provider ceases to offer that product or service; or (vii) for any other reason in Provider's sole discretion upon 30 days' written notice. Provider reserves the right to modify, suspend, or discontinue any aspect of the Services at any time without notice or liability to Client. Provider shall have no liability for any such suspension or termination, and Client waives any claims for damages or losses arising from such suspension or termination. Upon termination, all fees for the remainder of the current term become immediately due and payable.

Upon termination or expiration of this Agreement for any reason, Client must immediately: (i) cease use of all Services and Provider's Confidential Information; (ii) permanently delete all lead data and Provider's Confidential Information from all systems, devices, and storage media; (iii) destroy all tangible copies thereof; (iv) ensure all authorized users, contractors, and third parties do the same; and (v) provide written certification of such deletion and destruction, signed by an authorized representative, within 5 business days. Failure to provide such certification shall be deemed a material breach of this Agreement.

11. Changes to Terms

We reserve the right to modify these Terms at any time in our sole discretion. Material changes will be communicated via email or website posting. Continued use of the Services following such modifications constitutes binding acceptance of the updated Terms. If Client does not agree to the modified Terms, Client's sole remedy is to terminate the Services, subject to all payment obligations for the remainder of the term.

12. Governing Law

This Agreement is governed by Georgia law, without regard to conflicts-of-law principles. Any dispute shall be resolved through binding arbitration in Marietta (Cobb County), Georgia, under Georgia ADR Rules, before a single arbitrator selected by Provider. The arbitrator shall not have authority to award punitive damages, consequential damages, special damages, indirect damages, or any other damages excluded by this Agreement. Client expressly waives any right to jury trial. Any court action permitted under this Agreement shall be brought exclusively in the state or federal courts in Cobb County, Georgia, and Client consents to personal jurisdiction and venue in such courts.