PLEASE READ THESE TERMS OF SERVICE CAREFULLY. ONCE ACCEPTED, THESE TERMS OF SERVICE, IN COMBINATION WITH OUR PRIVACY POLICY, DATA PROCESSING AGREEMENT, AND AFFILIATE AGREEMENT (COLLECTIVELY THE “TERMS”), BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU (OR THE BUSINESS ENTITY THAT YOU REPRESENT) AND CN CONSULTING DOING BUSINESS AS (DBA) CNCS DIRECT AND ITS RESPECTIVE OFFICERS, DIRECTORS, SUCCESSORS, AND ASSIGNS (HEREINAFTER REFERRED TO AS “CNCS DIRECT,” “WE” OR “US”) AND WILL GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM AND ALL OTHER INTERACTIONS WITH CNCS DIRECT RELATED TO THE PLATFORM.

ONLY THE TERMS IN THIS RIGHT COLUMN ARE LEGALLY BINDING. THE EXPLANATIONS IN THE COLUMN TO THE LEFT ARE FOR INFORMATIONAL PURPOSES ONLY AND NON-BINDING.

IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT ACCEPT THEM, CREATE AN ACCOUNT, OR USE THE PLATFORM. IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS OF SERVICE AND THE ADDITIONAL AGREEMENTS INCORPORATED HEREIN BY REFERENCE, THESE TERMS OF SERVICE SHALL PREVAIL.

CNCS Direct reserves the right to make changes to these Terms at any time. All changes are effective immediately when posted. Your continued use of the Platform following the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.

1. Use of Platform

1.1. Age Restrictions. You must be at least 18 years old to use the Platform. By accepting these Terms, creating a Platform Account, or using the Platform, you represent that you are at least 18 years old.

1.2. Platform Account Ownership. Your use of the Platform is conditioned on your provision of complete, current, and accurate information when registering for a Platform Account.

1.3. Intended Use. You and your customers may use the Platform only as intended for lawful purposes and in accordance with these Terms.

1.4. Privacy. By using the Platform and providing Information on or through the Platform, you consent to CNCS Direct’s use and disclosure of the Information in accordance with the Privacy Policy.

1.5. Login Credentials. You are responsible for maintaining the confidentiality of your Login Credentials.

1.6. Use of Communication Services. If You use communication features such as SMS, MMS, email, voice call capabilities, you agree that You are exclusively responsible for all communications sent using the Platform.

1.7. Third Party Services. The Platform may leverage or include access to Third Party Services.

1.8. Third Party Content. The Platform may include Third Party Content.

1.9. Customizations. Portions of the Platform may be modified by you, incorporating your name, logo, trademark, and color scheme.

1.10. Excessive Use Restrictions. We provide access to the Platform on a tiered-pricing basis.

1.11. Platform Updates. CNCS Direct reserves the right to make updates or changes to the Platform at any time.

1.12. International Use. If you are in an embargoed country or are a sanctioned person or entity, you are prohibited from using the Platform.

2. Resale MAP Policy. If you are authorized to resell access to a version of the Platform that is customized for or by You, You must comply with our Minimum Advertised Price Policy (“MAP Policy”).

3. Prohibited Uses. Engaging in a Prohibited Use is a material breach of this Agreement.

4. Payment. Your use of the Platform is subject to the timely payment of all Fees.

5. Affiliate Program. CNCS Direct offers an Affiliate Program under which customers may receive commissions.

6. Intellectual Property. The Platform and Platform Content are the property of CNCS Direct or its licensors.

7. Disclaimers. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND.

8. Limitation of Liability, Indemnification, and Mitigation. Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms.

9. Limitation On Time To File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED.

10. Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to CNCS Direct.

11. Waiver And Severability. No waiver by CNCS Direct of a term or condition set forth in these Terms shall be deemed a continuing waiver of such term or condition.

12. Change of Control. CNCS Direct may assign its rights under these Terms at any time, without notice to you.

13. Entire Agreement. These Terms constitute the sole and entire agreement between you and CNCS Direct with respect to the Platform.

14. Term and Termination. These Terms will remain in full force and effect so long as you maintain a Platform Account.

15. Applicable Law, Binding Arbitration, and Class Action Waiver. The laws of the State of Oklahoma will govern these Terms of Service and any disputes under them.

16. Communications and Contact Information. All notices to a party shall be in writing and shall be made via email. Notices to CNCS Direct must be sent to [email protected].

17. Definitions. Definitions for capitalized terms used in the document.

It's crucial for you to carefully review and understand these terms before utilizing our platform and services. If you find any disagreement with these terms, you should refrain from accepting them, creating a platform account, or employing our platform or services.

Only the stipulations outlined on the right carry legal weight. The explanations on the left are solely for your convenience and do not hold any legal obligation. Should you have inquiries regarding the meaning of the terms on the right, consulting a legal professional is advised.

We reserve the right to amend these terms occasionally. We will notify you upon such updates. Continuing to use the platform after these amendments signifies your acceptance of the revised terms.

Engaging with a lawyer to ensure your understanding and compliance with these terms is imperative, especially considering that some terms might limit your rights, such as warranty disclaimers, limitations of liability, and a compulsory arbitration clause. Users must be at least 18 years old to access our platform and services.

The individual or business entity accepting these terms will be recognized as the owner of the platform account. Utilizing our platform in a manner that violates our rules or the law is prohibited. It is your responsibility to ensure that your and your customers' use of the platform and services complies with all applicable laws and regulations.

Privacy is a serious matter for us. Please familiarize yourself with our Privacy Policy and Data Processing Agreement. It is also mandatory for you to have your own Privacy Policy available for your customers.

Confidentiality of your Login Credentials is essential. Inform us immediately if you suspect unauthorized access to your account. Our role is solely as a platform provider; we do not initiate, send, or deliver any communications on your behalf. Responsibility for ensuring that communications via our platform adhere to all relevant laws, including the TCPA and CAN-SPAM Act, lies with you.

Certain platform features may involve third-party services, over which we have no control, thus we cannot be held liable for any issues stemming from them.

Should you decide to pause or delete your account, we may need to release assigned phone numbers or email addresses, which may not be retrievable upon account reactivation or unpausing. We are not accountable for content created or provided by third parties on our platform.

Ensure your platform customizations do not infringe upon anyone's intellectual property rights. Exceeding your pricing plan's data usage may necessitate an upgrade.

Our platform undergoes regular updates, which could potentially alter its previous operational mode. Access to our platform is not granted to individuals in embargoed countries.

You are responsible for adhering to any local laws applicable to your platform use. If authorized to resell access to the platform, advertising prices lower than those set by CNCS Direct is prohibited, with certain legal exceptions. We reserve the right to grant or revoke exceptions to this rule at our discretion.

Misrepresentation as a CNCS Direct employee or representative while reselling the platform is forbidden. Users must carefully heed the list of prohibited behaviors on our platform; violations may lead to account termination.

Generally, fees are nonrefundable, including for subscriptions requiring minimum commitments. You cannot mark up fees passed on to your customers.

You bear responsibility for all taxes associated with your platform use and transactions with your customers. Failure to collect payment may result in account termination.

Promptly report any payment disputes. If interested in earning commissions through referrals to CNCS Direct, consider our Affiliate Program.

We retain ownership of the platform and its content, just as you own the content you post, granting us permission to use it. Inappropriate or offensive content, or content that violates intellectual property rights, will be removed.

Your ideas for platform improvements are welcome, with the understanding that we may use them without compensation. Notify us immediately if you believe your copyrights have been infringed upon.

Our platform is provided "as is" without any warranties. Direct damages owed by CNCS Direct are limited to the amount paid by you in the three months preceding the liability incident.

Indemnification may be required from you in case of breach of terms, inaccurate information provision, gross negligence, willful misconduct, or legal violations by you or your customers.

Should a third party claim intellectual property infringement by our platform, we will either secure the necessary licenses, modify or replace the platform, or cease its operation.

18. Affiliation Agreement Disclosure

1. Affiliation Acknowledgment:

By registering for services with CNCS Direct, you acknowledge and accept our affiliation with Your Local Referral Networking Organization, a product of CNCS Direct. We provide membership to this unique hybrid networking organization, which permits multiple individuals per profession to join. Unlike traditional closed networking groups, our model promotes a diverse and open environment that does not restrict member exclusivity based on professional categories and does not compete with closed networking organizations.

2. Non-Solicitation Commitment:

You agree and understand that CNCS Direct commits to not intentionally solicit business directly to clients who are actively affiliated with any networking organization that is a client of CNCS Direct. This policy is intended to foster a non-competitive environment and maintain the integrity of our business relationships. However we may communicate the details of our hybrid networking organization to CNCS Direct clients from time to time which is a part of our education and sales/marketing strategies.

3. Limitation of Liability:

By utilizing CNCS Direct services, you acknowledge that CNCS Direct will not be held liable for any disputes or conflicts that may arise with other networking organizations using CNCS Direct services. Our responsibility is limited to providing software solutions and membership management, without involvement in the competitive dynamics between networking groups.

4. Agreement to Terms:

Your continuation with CNCS Direct services constitutes your agreement to these terms. You confirm that you have read, understood, and consent to abide by these conditions, recognizing that this agreement aims to clearly outline our operational boundaries and ethical commitments.

Claims related to these terms or the platform must be initiated within three months. Breaching these terms may necessitate equitable relief, such as an injunction.

We reserve the right to terminate this agreement and your platform access at any time, for any reason. Disputes unresolved through direct negotiation will be settled via arbitration.

19. Compliance with the Telephone Consumer Protection Act (TCPA)

CNCS Direct provides software tools that allow users to engage in telemarketing and communication activities. By using our software, you agree to comply with all applicable laws, including but not limited to the Telephone Consumer Protection Act (TCPA). CNCS Direct is not responsible for ensuring your compliance with the TCPA or any other federal, state, or local laws governing telemarketing, texting, or robocalls.

You acknowledge that:

You are solely responsible for obtaining the necessary prior express written consent from all individuals to whom you send calls or texts using our software, in compliance with the TCPA.

CNCS Direct does not control or monitor the content or recipients of any communications sent through our software and is not liable for any violations of the TCPA that may arise from your use of the platform.

Any liability for violations of the TCPA or similar regulations that result from your use of CNCS Direct's software is entirely your responsibility. You agree to indemnify and hold harmless CNCS Direct, its employees, and agents from any claims, damages, or fines resulting from non-compliance with the TCPA or any other telecommunication laws.

20. Privacy Policy and Terms of Service Agreement for AI & AI Avatar Services

Introduction

This Agreement governs the relationship between CNCS Direct AI Services ("we," "us," or "our") and any entity ("you" or "your") utilizing our AI avatar solutions. By using our services, you agree to the following terms:

1. Scope of Services

We offer AI avatar creation and management services for business applications, including communication and marketing. The AI avatars are provided "as-is" without warranties, either express or implied.

2. Data Privacy

a. Data Collection and Use:

We collect necessary information for service delivery. Data is only used to improve our services and is not shared without your consent unless legally required.

b. Security and Retention:

We employ measures to protect your data but cannot guarantee absolute security. Data is retained as long as necessary for service fulfillment or as required by law.

3. Terms of Service

a. License:

You receive a non-exclusive, non-transferable license to use the AI avatar after full payment.

b. Intellectual Property:

The AI avatar’s software and design remain the property of CNCS Direct AI Services. Unauthorized modification or resale is prohibited.

c. Client Responsibility:

You are responsible for ensuring that your content and usage comply with all applicable laws.

d. Liability:

We are not liable for indirect or incidental damages. Our total liability is limited to the amount paid for the service.

e. Termination:

We may terminate services for breach of these terms. Upon termination, you must stop using the AI avatar.

4. Confidentiality

Both parties agree to maintain confidentiality regarding proprietary information shared during service provision.

5. Governing Law

This Agreement is governed by the laws of the state of Oklahoma.

6. Dispute Resolution

Any disputes will be resolved through binding arbitration in Oklahoma. Each party bears its own legal costs.