Terms and conditions

Welcome to the 3Pod.io terms and conditions of use!

By creating an account on 3Pod, you agree to the following Terms of Service.

Please carefully read these customer service terms.

Our Customer Service Terms are a contract between you (the Customer) and us (3Pod) that describes the services we will provide, how we will work together, and some other aspects of our business relationship.

Buyers and sellers are also responsible for complying with all applicable laws and regulations. Failure to comply with these laws or regulations may result in various consequences, including removing posts and other content. If you repeatedly post content that violates 3Pod's policies, we may take additional action on your account. We reserve the right to reject, approve, or remove posts for any reason and at our sole discretion.

Below are the primary legal and commercial terms that apply to your subscription.

Specific Product Terms include any additional terms that apply to your use in our product offerings, consulting services, and other third-party services and offerings.

Specific Jurisdiction Terms: Some terms will apply depending on your location. They will also explain which 3Pod entity you are contracting with and which laws govern our relationship.

Data Processing Agreement: Explains how we process your data and includes the applicable contractual clauses.

Acceptable Use Policy: This is the rulebook that defines what you can and cannot do while using our services.

Product Privacy Policy: This policy describes how we collect, receive, use, store, share, transfer, and process your data with the subscription service. It also describes your options regarding use and your rights to access and correct your personal data.

Your Order Form: This is the form approved by 3Pod created after purchasing one of our services through our online payment process or in-app purchase. It contains all the details about your purchase, including the subscription term, the products purchased, and their fees. You will find your Order Form(s) in the Documents section of your 3Pod portal.

These are legal documents, so some language is necessarily "legal jargon," but we have tried to make them readable. These terms are so important that we cannot provide our services unless you accept them. By using the Subscription Service or receiving Consulting Services, you agree to these terms.

We periodically update these terms. If you have an active subscription to 3Pod, we will notify you when we do so by email or in-app notification. You can find archived versions of the Customer Service Terms here.

Master Terms

Definitions.
Use of Services.
Fee.
Term and Termination.
Customer Information.
Intellectual Property.
Confidentiality.
Advertising.
Indemnification.
Disclaimers and Liability.
Miscellaneous.

Appendix 1: Additional Coverage Terms.

Appendix 2: Additional Customer Terms.

1. Definitions

1.1 "Affiliate" means any entity that directly or indirectly controls is controlled by, or is under common control with a party to this Agreement.

1.2 "Agreement" or "Customer Service Terms" refers to these Master Terms and all materials referenced or linked herein.

1.3 "Billing Period" refers to the period during which you agree to pay prepaid fees according to an Order Form, which will be equal to or less than the Subscription Term specified in the Order Form. For example, if you subscribe to the Subscription Service for a Subscription Term of one (1) year, with an initial payment of twelve (12) months, the Billing Period will be twelve (12) months.

1.4 "Confidential Information" means all confidential information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether verbally or in writing, which is designated as confidential. Confidential information will include all information relating to (a) Customer and prospective customer disclosures; past, present, or proposed products; marketing plans; engineering and other designs; technical data; business plans; business opportunities; finances; research, development, and terms and conditions of this Agreement. Confidential information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the preceding exclusions, Customer Data will be Confidential Information under this Agreement, regardless of whether it is designated as confidential or not.

1.5 "Contact" refers to a single individual (other than a User) whose Contact Information is stored by you in the Subscription Service.

"Contact Information" means the name, email address, phone number, online usernames, phone number, and similar information submitted by visitors to your landing pages in the Subscription Service or uploaded by you to the Subscription Service.

1.6 "Consulting Services" refers to the professional services we provide to you, which may include training, installation, integration, or other consulting services.

1.7 "Customer Data" refers to all information you submit or collect through the Subscription Service. Customer data does not include 3Pod content.

1.8 "Customer Materials" refers to all materials you provide or post, upload, enter, or send for public display through the Subscription Service.

1.9 "DPA" means the 3Pod Data Processing Agreement.

1.10 "Email Sending Limit" refers to the emails you can send in a calendar month, as detailed in the Specific Product Terms.

1.11 "Free Services" refers to the Subscription Service or other products or features we make available to you for free or on a trial basis.

1.12 "3Pod Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services, including Enrichment Data (as defined in the Specific Product Terms).

1.13 "Specific Jurisdiction Terms" refers to the additional terms that apply to your subscription based on location.

1.14 "Order" or "Order Form" means the form approved by 3Pod or the online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services. Most orders are completed through our online payment process or in-app purchases. The Order may be termed a"Statement of Work" if you only purchase Consulting Services.

1.15 "Personal Data" means any information related to an identified or identifiable individual where such information is contained in the Customer Data and is protected similarly to personal data or personally identifiable information under applicable Data Protection Law.

1.16 "Product and Service Catalog" refers to the 3Pod product and service catalog available at https://www.3Pod.io/ as we periodically update it.

1.17 "Product-Specific Terms" refers to additional terms related to the product that apply to your use of 3Pod products, our consulting services, and third-party services. These terms are part of the Customer Terms of Service and can be found at https://www.3Pod.io/.

1.18 "Confidential Information" means (a) credit or debit card numbers; personal financial account numbers or instructions for transferring funds; Social Security numbers or local equivalents; passport numbers; driver's license numbers or similar identifiers; passwords or log in credentials; race or ethnicity; physical or mental health condition or information; or other employment or health information, including any information subject to the Health Insurance Portability and Accountability Act, Payment Card Industry Data Security Standards, and other regulations, laws, or industry standards designed to protect similar information.

1.19 "Subscription Fee" refers to the amount you pay for the Subscription Service.

1.20 "Subscription Service" refers to all our web-based inbound marketing and sales platforms, applications, and tools to which you have subscribed by Ordering Document or that we otherwise make available to you, and that we develop, operate, and maintain, accessible via http://3Pod.com or another designated URL, and any ancillary products and services, including website hosting, that we provide to you.

1.21 "Subscription Term" refers to the initial term of your subscription to the corresponding Subscription Service, as specified in your Ordering Document(s), and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.

1.22 "Third-Party Products" refers to non-integrated products and professional services provided by third parties that interact with or are used in connection with the Subscription Service. These products and services include non-3Pod applications available from, for example, our integration product webpage, partner directory, template marketplace, links made available through the Subscription Service, and services that are not 3Pod.

1.23 "Third-Party Sites" refers to third-party websites linked within the Subscription Service, including communication services.

1.24 "Total Committed Subscription Value" refers to the total amount of Subscription Fees paid or payable to us during your current Subscription Term(s) for all your 3Pod accounts, but this amount excludes fees for renewals, consulting services, and applicable taxes.

1.25 "Users" means your employees, representatives, consultants, contractors, or agents authorized to use the Subscription Service for your benefit and have unique user IDs and passwords for the Subscription Service.

1.26 "3Pod", "we," "us," or "our" refers to the applicable contracting entity as specified in the 'Contracting Entity and Applicable Law' section.

1.27 "You," "your," or "Customer" means the person or entity that uses the Subscription Service or receives the Consulting Services and is identified in the account record, billing statement, online subscription process, or the corresponding Ordering Document as the customer.

2. Use of Services

2.1 Access. During the Subscription Term, we will provide you access to the Subscription Service described in this Agreement and the corresponding Order. We may provide you access to our Free Services anytime by activating them in your 3Pod account. We may provide some or all of the elements of the subscription service through third-party service providers. Your Affiliates may access and use the Subscription Service or receive purchased Consulting Services under this Order, provided that all access, use, and receipt by your Affiliates is subject to and complies with the Agreement. You will always be responsible for your Affiliates' compliance with the Agreement.

2.2 Additional Features. You may subscribe to additional features of the Subscription Service by placing another Order or activating additional features from your 3Pod account (if we make this option available). This Agreement will apply to all further Orders and any other features you start from your 3Pod account.

2.3 Service Uptime Commitment. For details on the 3Pod service uptime commitment, please refer to the specific Product Terms.

2.4 Limits. The limits that apply to you will be specified in your Order Form, this Agreement, or in our Product and Services Catalog, and for our Free Subscriptions, these limits may also be designated only from the product itself. For more information on the limits of your subscription, please refer to the specific Product Terms.

You must be 18 years or older to use the Subscription Service.

2.5 Downgrade Qualifications. Depending on your 3Pod product, you may be entitled to downgrade your subscription. For more information on the downgrade terms that apply to your subscription, please refer to the specific Product Terms.

2.6 Modifications. We modify the Subscription Service occasionally, including adding or removing features and functions, to improve your experience. Please refer to the Product Terms for more information on our modification rights that apply to your subscription.

2.7 Customer Support. For information on the customer support terms that apply to your subscription, please refer to the specific Product Terms.

2.8 Acceptable Use. You will comply with our Acceptable Use Policy. 3Pod reserves the right to remove an account that does not comply with good practices.

2.9 Prohibited and Unauthorized Use. You may not (i) use or launch any automated system, including "robots," "spiders," or "offline readers," that sends more request messages to our servers in a given period than a human can reasonably produce in the same period using a conventional browser; (ii) use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with the use of the Subscription Service by third parties; (iii) attempt to gain unauthorized access to the Subscription Service; (iv) access the Subscription Service through our interface; or (v) use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.

You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you reside or from which you access or use the Subscription Service.

The following products or services are prohibited from being bought or sold on 3 Pod commerce products:

2.9.1 Adult Products: Posts cannot promote the purchase, sale, or use of adult products.

2.9.2 Alcohol: Posts cannot promote the buying or selling of alcoholic beverages.

2.9.3 Animals: Posts cannot promote the buying or selling of animals.

2.9.4 Body Parts and Bodily Fluids: Posts cannot promote the buying or selling of human body fluids or parts.

2.9.5 Digital Media and Electronic Devices: Posts cannot promote the buying or selling of devices that facilitate or encourage the transmission of digital content unauthorizedly or in a manner that interferes with the functionality of electronic devices.

2.9.6 Discrimination: Commerce posts must not discriminate or suggest unfair preferences based on personal characteristics such as race, ethnicity, color, nationality, citizenship, religion, age, sex, sexual orientation, gender identity, family status, marital status, disability, illness, or genetic disorder. Posts must comply with all applicable laws prohibiting discrimination.

2.9.7 Documents, Currency, and Financial Instruments: Posts cannot promote the buying or selling of real or fake documents, currency, financial instruments, or virtual currency.

2.9.8 Gambling: Posts cannot promote the buying, selling, or facilitation of online gambling for money or money equivalents, including digital currencies.

2.9.9 Hazardous Products and Materials: Posts cannot promote the buying or selling of hazardous materials and substances.

2.9.10 Human Exploitation and Sexual Services: Posts cannot promote any form of human trafficking or prostitution, escort, or sexual services.

2.9.11 Misleading, False, or Offensive Content: Posts cannot include misleading, false, or offensive offers or products.

2.9.12 Prescription Products, Drugs, or Drug Paraphernalia: Posts cannot promote the buying or selling of drugs or related products, or prescription-selling products.

2.9.13 Products with Explicit Sexual Connotations: Posts must not display products or services in a sexually suggestive manner.

2.9.14 Defective Products: Posts cannot promote the buying or selling of recalled products.

2.9.15 Stolen Items: Posts cannot promote the buying or selling of stolen items.

2.9.16 Third-party Infringements: Posts cannot include content that infringes or violates the intellectual property rights of a third party, including copyright or trademark rights.

2.9.17 Weapons, Ammunition, or Explosives: Posts cannot promote the buying, selling, or use of weapons, ammunition, or explosives.

You will notify us immediately of any unauthorized use of user IDs and passwords or your account by following the instructions at https://www.3Pod.io/.

2.10 No Confidential Information. You acknowledge that the subscription services are not designed to process or handle sensitive information and agree not to use the subscription service to collect, manage, or process sensitive information. We will not expressly disclaim any liability for using the subscription service to collect, process, or contain sensitive information.

2.11 Customer Responsibilities. Your participation and effort are needed to get the total value of the Subscription Service and Consulting Services. Required resources may include a project manager, one or more content creators, a sales sponsor, an executive sponsor, and a technical resource (or equivalent). Responsibilities may include planning marketing programs; setting up a content creation calendar; creating blog posts, social media content, calls-to-action (CTAs), downloads, emails, rich content, and other materials; acting as an internal liaison between sales and marketing; providing high-level internal goals for Subscription Service usage; attending regular success review meetings; and supporting the integration of the Subscription Service with other sales and marketing systems.

2.12 Free Trial. If you sign up for a free trial, we will provide you with the corresponding Subscription Service for free until (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a subscription to the applicable Subscription Service before the end of the free trial, all your data in the Subscription Service may be permanently deleted at the end of the trial, and we will not retrieve it. They will also apply if we include additional terms and conditions on the trial registration webpage.

2.13 Legacy Products. If you have a legacy 3Pod product, some of the features and limits that apply to that product may differ from those listed in these Master Terms, Product-Specific Terms, and the Product and Services Catalog. If you have legacy 3Pod products, we may transition you to our current products anytime. If we determine that you are using a legacy product and wish to upgrade to a recent version, you must place a new order.

3. Fees

3.1 Subscription Fees. The subscription fee will remain fixed during the initial term of your subscription unless otherwise stated in the Product-Specific Terms. For example, we may increase your fees if you: (i) exceed your limits, including contact limit or email sending limit, (ii) upgrade to higher-tier products or packages, (iii) subscribe to additional features or products, including additional contacts, or (iv) unless otherwise agreed in the Order. You can find all information on how your fees may be adjusted in the Product-Specific Terms.

3.2 Fee Adjustments on Renewal. Upon renewal, we may increase your fees up to our then-current list price set forth in our Product and Services Catalog. If such an increase applies to you, we will notify you at least thirty (30) days before your renewal, and the increased fees will apply at the start of the next renewal period. If you do not agree to this increase, either party may choose to terminate your subscription at the end of your then-current term upon the required notice in the 'Non-Renewal Notice' section below.

3.2.1 Authorization. If you pay by credit or debit card, we may request prior authorization from the card issuer for an amount up to the full payment. Your card will be charged when you initiate a payment or shortly thereafter. If you cancel a transaction before it is completed, your funds may not be immediately available due to the prior authorization.

3.2.2 Payment Errors. If the transaction results in an overdraft in your account, you are solely responsible for any bank charges.

3.2.3 Credit Card Payment. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. Additionally, you authorize us to use a third-party to process payments and agree to the disclosure of your payment information to such third party. By providing us with a payment credential, you confirm that you are authorized to use it. By making a transaction, you authorize us (and our designated payment processor) to charge the full amount using the payment credential indicated in the transaction. You also authorize us to collect and store payment credential data, along with other transaction-related information. We may also use certain payment card updater services, the availability of which varies by issuer, to ensure we have the most up-to-date payment credential information we store.

3.2.4 Refunds:

3.2.4.1 Refund for Annual Subscriptions:

3Pod processes refunds for customer only for annual subscriptions of our Website Builder plans, provided that the refund is requested within the first 10 days after acquiring the annual plan. After this period, no refunds or returns are processed.

3.2.4.2 Refund for Monthly Subscriptions:

3Pod does not process refunds for customers after they have acquired any of our monthly paid memberships. In this case, it is recommended to cancel the subscription process before its due date to avoid a next charge; it is essential to make the request at least 3 business days before your billing cycle.

3.2.4.2.1 Cancellation Process:

If you wish to cancel your subscription, you must follow these steps:

Request Time: You must request the cancellation of your plan at least 3 business days before the due date of your current billing cycle.

Request Initiation: Once the request is made, one of our advisors will contact you within two business days to finalize the cancellation process.

If No Communication Received: If you do not receive a call or WhatsApp message from our team within the specified period, we urge you to contact us via chat or call before the due date of your membership at www.3pod.io to finalize the process.

Completion: It is important to follow all the above steps to ensure the cancellation of your membership. If not complied with, your membership will not be canceled, and you will continue to be billed.

3.2.4.3 Refund for Individual or Additional Services:
An individual or additional service is understood as Broadband, Email Marketing, Graphic Design Services. In these cases, 3Pod does not process refunds for customers after acquiring any of our Individual or Additional Services.

Refund for Monthly, Annual Subscriptions, or Individual or Additional Services Paid in Cash:

3Pod does not process refunds for customers after acquiring any of our monthly, annual subscriptions, or any of our Individual or Additional Services. In this case, it is recommended to cancel the membership process before its due date to avoid a next charge.

3.2.4.4 Refund for Plans Acquired Through a Promotion:

3Pod does not process refunds for customers after acquiring any of our monthly, annual subscriptions, or any of our Individual or Additional Services through a promotion established by 3Pod. In this case, it is recommended to cancel the membership process before its due date to avoid a next charge.

3.2.4.5 Refund Processing

To request a refund, you must send us an email to [email protected] with the subject "Refund Request." Make sure to send the request from the email to which the membership is subscribed, and to complete the process, provide the following information:

Your full name and email address associated with the account.
The reason for your refund request.
The date of your purchase.

Once we receive your refund request for your annual plan, we will review the information and respond to you as soon as possible. If your request is approved, we will process the refund within 10 business days. Please note that the refund will be processed using the same payment method you used for the purchase. If you paid with a credit card, the refund will be credited to the same credit card.

3.2.4.6 Refund Policy Terms

3Pod reserves the right to adjust its fee structure at any time.
In all plans, the refund percentage is calculated on the total price of the product or service, but a processing fee corresponding to the transaction processing costs, which are on average 4%, will be deducted. Therefore, the final amount to be refunded to the user will be the refund percentage minus the corresponding processing fee.

The repurchase option for a promotion is not allowed; a user who has a membership acquired through a promotion cannot take advantage of another one or extend the benefit period, resulting in the loss of preferential or promotional pricing options.

3.2.5 Payment Against Invoice
If you are paying by invoice, we will send you an invoice no more than forty-five (45) days before the start of the Subscription Term and each subsequent Billing Period, and at other times during the Subscription Term when fees are due. All invoiced amounts are payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.

3.2.6 Payment Information
You will keep your contact information, billing information, and credit card information (where applicable) up to date. Changes can be made on your billing page within your 3Pod account. All payment obligations are non-cancelable, and all amounts paid are non-refundable, except as specifically provided in this Agreement. All fees are due in advance during the Subscription Term. If you are a 3Pod Solutions partner purchasing on behalf of a client, you agree to be responsible for the Order Form and ensure payment of all fees.

3.2.7 Sales Tax

All fees do not include taxes, which we will charge as applicable. You agree to pay applicable taxes on your use of the Subscription Service and performance of Consulting Services. You will have no liability for any tax based on our gross or net income. If you are in the European Union or Colombia, all fees do not include any VAT, and you declare that you are registered for VAT purposes in your member state. Upon our request, you will provide us with your VAT registration number, Cédua, or NIT under which you are registered in your member state. If you do not provide us with a VAT registration number before your transaction is processed, we will not issue refunds or credits for any VAT charged. 3Pod is not responsible in any way for taxes applied to advertising spend on platforms such as Google or Facebook. This is the user's responsibility, and this amount is additionally charged by each platform independently.

3.2.8 Tax Withholding

If you must deduct or withhold any tax, you may deduct this amount from the corresponding Subscription Fee due to the amount owed and paid as taxed required by the laws that apply to you (the "Withholding Amount").

You will not be required to reimburse us for the Withholding Amount, provided you provide us with a valid tax receipt verifying payment of the Withholding Amount to the relevant tax authority within ninety (90) days from the invoice date. If you do not provide this tax receipt within the specified timeframe, all fees, including the Withholding Amount, will be due and payable immediately, and if you do not pay these fees, your account may be suspended or terminated for non-payment.

4. Duration, Termination, and Membership Cancellation

4.1 Term and Renewal

Your initial subscription period will be specified in your Order, and unless otherwise specified in your Order, your subscription will automatically renew for the shortest subscription period, or one year.

4.3 Membership Cancellation Process

These Terms and Conditions describe the procedures and requirements for canceling a membership on the 3Pod platform. By using the services, you agree to comply with these T&C at all times.

4.3.1 Cancellation Process or Cancellation by the User/Client

To initiate the membership cancellation process, the client must follow these steps.

Initiating Cancellation Process on the 3Pod Platform

The client must request the process on the platform at least 3 business days before their billed period ends, which can be done as follows:

Log in to the user account on 3Pod.
Navigate to the "Active Memberships" section in the profile and click on "Cancel Subscription" or "Deactivate Account."
In some cases, the client may be required to provide a reason for membership cancellation.
Confirm that you wish to initiate the membership cancellation process and complete any other steps required by the 3Pod platform.
Receive a confirmation via email or on the platform screen indicating that the membership cancellation process has been initiated.

The client must be aware that initiating the process does not mean that it is already canceled. The customer service and retention team will contact the client within the next few minutes of starting the process, either by phone or WhatsApp. If the call or notification is not received and the client has not spoken to one of our advisors, the client must proceed to the next step.

Contact a Customer Service Representative
As mentioned in the previous point, a representative from the team will contact the client who requested cancellation to: confirm their information, verify their identity, and the reason for cancellation. This process is carried out for security purposes, thus 3Pod commits to responsibly deleting the client's data, or providing necessary instructions to securely download this information.

In case of not receiving any call or message from the 3Pod team, the client must communicate as soon as possible through chat, WhatsApp, or call to conclude their cancellation request.

Cancellation Confirmation

Once you have requested the cancellation of your membership, a member of our customer service team will confirm with you that the cancellation has been successfully processed. The cancellation will take effect on the confirmed date.

Communication Channels Available on Our Platform

Direct Call

Live Chat

Callback

4.4 Termination for cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (15) days notice to the other party of a material breach if such breach remains uncured at the time. expiration of such period, or (ii) immediately, if the other party becomes the subject of a bankruptcy petition or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.

We may also terminate this Agreement for cause upon thirty (30) days' notice if we determine that you are acting, or have acted, in a manner that has or may adversely reflect on us or affect us, our prospects, or our customers.

This Agreement may not be terminated prior to the end of the Subscription Term.

4.5 Suspension

4.5.1 Suspension for Prohibited ActsWe may suspend any User's access to any or all Subscription Services without prior notice for:

(i) Using the Subscription Service in a manner that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement,

(ii) Using the 3Pod email sending service resulting in excessive hard bounces, spam complaints through feedback loops, direct spam complaints (to our abuse desk), or requests for list removal by recipients, or

(iii) Repeated instances of posting or uploading material that infringes or allegedly infringes the copyright or trademark rights of any person or entity.

We may, without prior notice, review and remove Customer Data or Customer Materials that we determine in good faith to violate, provided that we do not have the obligation (unless applicable laws or regulations provide otherwise) to prescreen, monitor, or edit your Customer Data or Customer Materials.

4.5.2 Suspension for Non-Payment
We will send you a notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all Subscription Services ten (10) days after such notice. We will not suspend the Subscription Service while you are reasonably and in good faith disputing the applicable charges and are diligently cooperating to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a reactivation fee to reinstate the Subscription Service.

4.5.3 Suspension for Actual Harm

If your website or use of the Subscription Service:

(i) Is subject to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Subscription Service or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, with electronic or telephonic notice, suspend all or any access to the Subscription Service.

We will attempt to limit the suspension to the affected portion of the Subscription Service and promptly resolve the issues causing the suspension of the Subscription Service. Nothing in this clause limits our right to terminate for cause as described above, if we determine that you are acting, or have acted, in a manner that has or may negatively reflect on us or adversely affect us, our prospects, or our customers.

4.5.4 Suspension and Termination of Free ServicesWe may suspend, limit, or terminate Free Services for any reason at any time without prior notice. We may cancel your subscription to Free Services due to your inactivity.

4.6 Effect of Termination or Expiry

If your paid subscription ends or expires, we will continue to provide you with our Free Services, however, this may not be the case if your Agreement was terminated for cause.

You will remain subject to this Agreement as long as you have access to a 3Pod account.

Upon termination or expiration of this Agreement, you will cease all use of the Subscription Service and 3Pod Content. If you terminate this Agreement for cause, we will promptly refund any unused prepaid fees covering the use of the Subscription Service after termination. If we terminate this Agreement for cause, you will immediately pay all unpaid fees due through the end of the Subscription Term. Fees are non-refundable.

5. Customer Information

5.1 Customer Property Rights

You own and retain all rights to Customer Materials and Customer Data. This Agreement does not grant us any ownership rights over Customer Materials or Customer Data. You grant us and our licensors permission to use Customer Materials and Customer Data solely as necessary to provide you with the Subscription Service and Consulting Services and as permitted by this Agreement. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

5.2 Limits on 3Pod

We will not use, nor allow any third party to use, Customer Data to contact any individual or company unless instructed or allowed by you. We will use Customer Data only to provide you with the Subscription Service and Consulting Services and only as permitted by applicable law and this Agreement.

5.3 Data Practices and Machine Learning

We may monitor the use of the Subscription Service by all of our customers and use the information collected in aggregated and anonymous form. We may use Customer Data in an anonymized manner for machine learning purposes. For more information on these practices, please refer to the "Data Practices and Machine Learning" section of our Product-Specific Terms.

5.4 Customer Data Protection

The terms of the DPA are hereby incorporated by reference and shall apply to the extent Customer Data includes Personal Data. The DPA sets forth how we will process Personal Data on your behalf in connection with the Subscription Services provided to you under this Agreement. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the DPA.

5.5 Customer Data Transfers

We may transfer Customer Data (including Personal Data) to the United States in connection with the Subscription Service. To the extent we process Personal Data from the European Economic Area, the United Kingdom, and/or Switzerland or Personal Data subject to the protections of European data protection laws (as defined in the DPA), our EU-US and/or Swiss-US Privacy Shield framework and/or Standard Contractual Clauses shall apply as set forth in our DPA. For more information on the EU-US Privacy Shield and Swiss-US Privacy Shield frameworks, please see our Privacy Policy.

5.6 Customer Data Retention, Deletion, and Recovery

For information on our procedures regarding the retention and deletion of Customer Data, please see the "3Pod's Obligations" section of our DPA. You can learn more about your right to retrieve Customer Data from your 3Pod account in the "Customer Data Recovery" sections through our Product-Specific Terms.

5.7 Promotional Messages and Marketing Materials

The User may periodically receive promotional messages and materials from 3Pod or its partners, by mail, email, or any other form of contact provided by you (including your phone number for calls, SMS text messages, or Whatsapp). If you do not wish to receive these promotional materials or advertising messages, simply notify us at any time.

The User allows 3Pod to use in perpetuity, worldwide, and free of charge, any version of its User Website (or any part thereof) for any of 3Pod's promotional and marketing activities, online or offline, and to modify them as reasonably necessary for such purposes, and you waive any claim against 3Pod or anyone acting on behalf of 3Pod, related to any past, present, or future moral rights, artist's rights, or any similar rights worldwide that you may have in or to your User Website regarding such permitted limited uses; 3Pod's sole discretion as to means, form, and method for providing 3Pod Services, including those related to hosting, transmission, publication, or display of any User Platform or Content (including the inclusion and presentation of advertisements or other commercial content with respect thereto).

6. Intellectual Property

6.1 This is an Agreement for access and use of the Subscription Service, and this Agreement does not grant you a license to any software. The Subscription Service and Consulting Services are protected by intellectual property laws, belong to, and are owned by us or our licensors (as applicable), and we retain all ownership rights over them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on 3Pod Content, the Subscription Service, or Consulting Services in whole or in part, by any means, except as expressly authorized by us in writing. Our trademarks include, among others, those listed at http://legal.3Pod.com/trademarks (which we may update at any time without prior notice), and you may not use any of these without our prior written consent.

6.2 We encourage all customers to provide feedback on the Subscription Service or Consulting Services, provide suggestions for improvement, and vote on suggestions they like. You agree that all such feedback and suggestions will not be confidential and that we own all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment or attribution to you.

7. Confidentiality

7.1 The receiving Party shall: (i) protect the confidentiality of the disclosing Party's Confidential Information using the same degree of care as it uses to protect the confidentiality of its own similar confidential information, but in no event less than reasonable care, (ii) not use the disclosing Party's Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose the disclosing Party's Confidential Information to any third party (except those third-party service providers we use to provide some or all elements of the Subscription Service or Consulting Services and, except your partner from 3Pod Solutions, subject to confidentiality obligations), and (iv) limit access to the disclosing Party's Confidential Information to those of its employees and affiliates, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the receiving Party containing protections no less stringent than those herein.

7.2 The receiving Party may disclose Confidential Information of the disclosing Party if required by any law, statute, rule, or regulation, subpoena, or legal process federal, state, or local; provided, however, (i) the receiving Party shall provide the disclosing Party with prompt notice of any request for disclosure of Confidential Information, sufficient to allow the disclosing Party to oppose the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall the receiving Party disclose Confidential Information to a non-governmental party, except under a valid order of a court of competent jurisdiction requiring specific disclosure.

8. Advertising
You grant us the right to add your company name and logo to our client list and website. To object to this use, please indicate by sending us an email to [email protected].

9 Indemnification

THE USER shall indemnify, defend, and hold harmless us and our Affiliates from and against any liability, at their expense, against any claim, demand, action, or proceeding of a third party (each, a "Claim") filed against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us or our Affiliates to the extent such Claim is based upon or arises out of: (a) the unauthorized or unlawful use of the Subscription Service by you or your Affiliates, (b) the breach or violation of this Agreement by you or your Affiliates, (c) your or your Affiliates' use of Third-Party Products, or (d) the unauthorized use of the Subscription Service by any other person using your User information.

We will notify you in writing within thirty (30) days of becoming aware of such claim; grant you sole control of the defense or settlement of such claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or imposes restrictions on us without our prior written consent.

10. Disclaimer; Limitation of Liability

10.1 Disclaimer of Warranties. Without limiting our obligations in the 'Customer Data Protection' section of this agreement, we and our affiliates and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security, or accuracy of the Subscription Service, Madeva Data, Data Maps, 3Pod Content, or Consulting Services for any purpose. Application Programming Interfaces (APIs) may not be available at all times. To the extent permitted by law, the Subscription Service, 3Pod Content, and Consulting Services are provided "as is" without warranty or condition of any kind. We disclaim all warranties and conditions of any kind, whether express, implied, or statutory, regarding the Subscription Service and Consulting Services, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.

10.2 No Indirect Damages. To the extent permitted by law, in no event shall any party or its affiliates be liable for any indirect, incidental, punitive, or consequential damages, or loss of profits, revenue, data, or business opportunities arising out of or related to this agreement, whether in contract or tort and irrespective of the theory of liability; provided that this limitation shall not apply to you if you only use the Free Services.

10.3 Limitation of Liability. Except for your liability for payment of fees, your liability arising from your obligations under the 'Indemnification' section, and your liability for the violation of our intellectual property rights, if not exceeding the other terms of this agreement, neither party shall be liable to the other party, its affiliates, or third parties, the parties agree that the aggregate liability of a party and its affiliates shall be limited to an amount equal to the total amounts paid or payable for the Subscription Service in the twelve-month period preceding the event giving rise to the claim; however, this limitation shall not apply if you only use the Free Services, and in this case, if we determine to have any liability to you or any third party arising out of the use of the Free Services, then our aggregate liability shall be limited to one hundred United States dollars.

10.4 Third-Party Products. We and our affiliates disclaim all liability with respect to third-party products you use. Our licensors shall have no liability of any kind under this agreement.

10.5 Liability Limitation Agreement. You (the user) understand and agree that absent your agreement to this limitation of liability, we will not provide you with the Subscription Service.

11. Miscellaneous

11.1 Amendment; We may update and change part or all of these Customer Terms of Service, including the fees and charges associated with the use of the Subscription Service (but, your fees and charges will not change during the Subscription Term, except as explained in the “Fees” Section above.) If we update or change these Customer Terms of Service, the updated Customer Terms of Service will be posted on https://3Pod.io and we will notify you via email or in-app notification.

The updated Customer Terms of Service will become effective and binding the next business day after their posting. When we change these Customer Terms of Service, the "Last Modified" date above will be updated to reflect the date of the most recent version. If you would like to receive an email notification when we update the Customer Terms of Service, please complete the form found at https://3Pod.io/termsandconditions.

For product-specific Terms pages and jurisdiction-specific Terms pages, if we make updates or changes, we will notify such changes at our discretion. The product-specific Terms pages and jurisdiction-specific Terms pages will become effective upon posting. We recommend that you review these Customer Terms of Service periodically.

If you do not agree with a modification to the Customer Terms of Service, you must notify us in writing within thirty (30) days of receiving notice of the modification. If you send us this notice, your subscription will continue to be governed by the terms and conditions of the Customer Terms of Service before the modification for the remainder of your current term. Upon renewal, the Customer Terms of Service published by us on our website will apply.

No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

11.2 Force Majeure. Neither party shall be liable for failure or delay in performance if caused by: an act of war, hostility, or sabotage; acts caused by nature; power outage, internet outage, or telecommunication outage not caused by the obligated party; government restrictions; or any other event beyond the reasonable control of the obligated party. Each party shall make reasonable efforts to mitigate the effect of a force majeure event.

11.3 Permitted Actions. Except for actions for non-payment or infringement of a party's intellectual property rights, neither party may bring, regardless of form, arising out of this Agreement or more than one (1) year after the cause of action has arisen.

11.4 Relationship of the Parties. You and we agree that there is no joint venture, partnership, employment, or agency relationship between us.

11.5 Compliance with Laws. We will comply with all state and federal laws of the United States (where applicable) in our provision of the Subscription Service, Consulting Services, and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request.

We will comply with our Code of Business Conduct and Ethics, our Code of Good Conduct, which can be found on our Investor Relations page at 3Pod.com. You will comply with all laws in your use of the Subscription Service and Consulting Services, including applicable export laws.

You must comply with all applicable laws related to the recording of phone calls and ensure proper consent is obtained before making such recording. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury in your use and receipt of the Subscription Service and Consulting Services.

You will not export, re-export, or transfer directly or indirectly the Subscription Service or Consulting Services to prohibited countries or persons, nor allow the use of the Subscription Service or Consulting Services by prohibited countries or persons.

11.6 Severability. If any part of this Agreement or a Purchase Order is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision shall be deemed replaced by a valid and enforceable provision that most closely resembles the intent of the original provision, and the remainder of this Agreement shall continue in effect.

11.7 Notices to 3Pod: Notice shall be sent to the contact address set forth in the Specific Terms of Jurisdiction, and shall be deemed delivered upon actual receipt.

For you: your address as provided in our 3Pod subscription account information for you. We may provide electronic notices by general notice through the Subscription Service and may send specific electronic notices to you by email to your registered email address(es) in our account information for you or through the Subscription Service's notification center. We may notify you by phone calls to the phone numbers registered in our account information for you. You must keep all account information current.

11.8 Entire Agreement. This Agreement (including each Purchase Order), along with our Privacy Policy found here), the Product Privacy Policy, and AUP, is the complete agreement between us for the Subscription Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral, or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, or website. Our obligations do not depend on the delivery of any future functionality or features of the Subscription Service nor depend on any oral or written public comments made by us regarding future functionality or features of the Subscription Service. We may make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided solely for convenience and will not be interpreted to modify the English version of this Agreement.

11.9 Assignment. You shall not assign or transfer this Agreement without our prior written consent, except you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of its assets, change of control, or operation of law, provided that such successor is not a competitor of ours. We may assign this Agreement to any 3Pod affiliate or in case of merger, reorganization, sale of all or substantially all of our assets, change of control, or operation of law.

11.10 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, benefits, or remedies of any nature under or by reason of this Agreement.

11.11 Service Contract. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transactions Act (UCITA), or any substantially similar legislation enacted, shall not apply to this Agreement. If located outside the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties hereunder.

11.12 Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. The Customer further warrants and represents that it has authority to procure that its Affiliates comply with the terms of this Agreement.

11.13 Survival. The following sections shall survive the expiration or termination of this Agreement: 'Definitions', 'Fees', 'Prohibited and Unauthorized Use', 'Early Termination', 'Termination for Cause', 'Suspension for Prohibited Acts', 'Suspension for Non-Payment', 'Suspension for Current Harm', 'Suspension and Termination of Free Services', 'Effect of Termination or Expiry', 'Intellectual Property', 'Customer's Ownership Rights', 'Confidentiality', 'Advertising', 'Indemnification', 'Disclaimers; Limitations of Liability', 'Miscellaneous', and 'Contracting Entity and Applicable Law'. Additionally, the 'Data Recovery' and 'Alpha/Beta Services' sections of the Product Specific Terms page shall survive the expiration or termination of this Agreement.

11.14 Precedence. In the event of a conflict between the terms of the Customer Terms of Service and a Purchase Order, the terms of the Purchase Order shall prevail, but only with respect to that Purchase Order.

Colombia

Limitation of Liability. The subsection 'Limitation of Liability' in the Colombia section of the Customer Terms of Service Jurisdiction-Specific Terms of 3Pod is revised to read as follows:

"Limitation of Liability. The 'Limitation of Liability' section set forth above is hereby entirely replaced by the following: "Except for your liability for fee payments, your liability arising from your obligations under the 'Indemnification' section, our IP indemnification obligations under the '3Pod Indemnification' section, and your liability for the violation of our intellectual property rights, if, notwithstanding the other terms of this agreement, either party or its affiliates is determined to have any liability to the other party, its affiliates, or any third parties, to the extent permitted by applicable law, the aggregate liability of either party or its affiliates shall be limited to an amount equal to the total amounts paid or payable for the subscription service in the twelve-month period preceding the event giving rise to the claim."

Appendix 2
Additional Terms for US Government Clients
If you are a local, state, or federal government entity of the United States using 3Pod's products or services (a "Government Client"), these Additional Terms for Government Clients of 3Pod shall apply. These terms modify the Customer Terms of Service and shall control in the event of a conflict with the Customer Terms of Service. We may update or change these terms in the same manner as we may our Customer Terms of Service as described in the 'Amendment; No Waiver' section of our Customer Terms of Service. These terms apply to the extent required by applicable law.

Purpose of Government Client

The Government Client may only use the Subscription Service and Consulting Services for a government-related purpose. These terms shall not apply in the event the Subscription Service and/or Consulting Services are used for private, personal, or non-governmental purposes.

1. Indemnification

The Government Client's obligations in the 'Indemnification' section of the Customer Terms of Service shall only apply to the extent permitted by applicable law.

2. Limitation of Liability

The 'Limitation of Liability' grant in the 'Disclaimers; Limitations of Liability' section of 3Pod's Customer Terms of Service shall apply to the extent permitted by applicable law. The following sentence shall also be added at the end of the 'Limitation of Liability' subsection in the 'Disclaimers; Limitations of Liability' section of 3Pod's Customer Terms of Service, or in the modified 'Limitation of Liability' section in the Additional 3Pod Coverage Terms available here, if applicable: "HOWEVER, THIS LIMITATION SHALL NOT APPLY TO LIABILITY OF THE PARTIES ARISING FROM THEIR NEGLIGENCE RESULTING IN BODILY INJURY, DEATH, OR DAMAGE TO TANGIBLE PROPERTY".

3. Contracting Entity and Applicable Law
The 'Contracting Entity and Applicable Law' section of the Customer Terms of Service is revised to read as follows:

You are contracting with 3Pod Group LLC. and this Agreement is governed by the laws applicable to you as a Government Client, or if no such laws are specified, then the laws of the Commonwealth of Georgia, USA, without reference to conflicts of legal principles. The Government Client agrees that we have standing and contract to bring a claim directly against the Government Client in a court or competent jurisdiction body.

Disputas:

Indemnification:
If anyone brings a claim, cause, or dispute against us in connection with your services, your actions, your content, or your information on 3Pod or other 3Pod Products, or your use of them, you agree to indemnify and hold us harmless from any damages, losses, and expenses of any kind (including reasonable attorney fees and costs) related to any such claim, cause, or dispute.

Dispute Resolution:

If your place of residence or business headquarters are located outside the US: you agree that any claim, cause, or dispute you may have against us arising out of the use of or access to 3Pod Products for commercial or business purposes, or in connection with such use or access, shall be exclusively resolved in the United States District Court for the District of [District Name]; you agree to submit to the personal jurisdiction of any of these courts for the purpose of litigating any such claim; and you agree that these Business Terms, as well as any claim, shall be governed by the laws of the state of Georgia (without regard to conflict of law provisions). If your place of residence or business headquarters are located in the US: you and we agree to arbitrate any claim, cause, or dispute ("business claim") between you and us arising out of the use of or access to 3Pod Products for commercial or business purposes, or in connection with them. This provision does not encompass business claims related to infringements of your or our intellectual property rights, including, among others, copyright, patent, or trademark infringements, violations of Brand Use Policies, breaches of your confidential information or trade secrets or ours, or activities to interfere with our Products or interact with them in unauthorized ways (e.g., using automated means).

You and we agree that, by agreeing to this arbitration provision, all parties waive their respective rights to a trial by jury in any different jurisdiction or to participate in a class or representative action. THE PARTIES AGREE THAT ANY OF THEM MAY BRING BUSINESS CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR MEMBER OF A CLASS ACTION IN ANY ALLEGED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. You may bring a business claim only in your individual name and may not seek relief measures that would affect other parties. If a final judicial determination finds that a particular business claim (or a particular request for relief) cannot be arbitrated pursuant to the limitations of this paragraph, then only that business claim (or that request for relief) may be brought before a court. All other business claims (or requests for relief) shall remain subject to this paragraph.

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. The arbitrator makes decisions in each situation. However, only a court can decide matters related to the scope or enforcement of this arbitration provision or the interpretation of the prohibition of class or representative actions.

If one party attempts to resolve a dispute through arbitration, that party must send written notice to the other. The notice of dispute to us must be sent to the following address:

3POD GROUP LLC

1375 Peachtree St NE #300s,

Atlanta, GA 30309, United States

www.3pod.io

All commercial claims between us, whether or not subject to arbitration, will be governed by Georgia law (excluding the conflict of laws rules of this state), except to the extent Georgia law is inconsistent with federal law or is invalidated by it.

If a commercial claim you have against us is not subject to arbitration, you agree to resolve it exclusively in the United States District Court for the District of Georgia. You also agree to submit to the personal jurisdiction of any of these courts for the purpose of litigating any claim.

If any provision contained in this dispute resolution provision is unenforceable, such provision will be severed, but the remainder of the provision will remain in full force and effect.

Updates: We may need to update these Business Terms from time to time, for example, to accurately reflect the use of our Products or access to them for commercial or business purposes, so we recommend that you review them regularly to check for any modifications. If, after receiving notice of an update to these Business Terms, you continue to use 3Pod Products or access them for commercial or business purposes, you agree to be bound by them. Any update to the "Disputes" section of these Business Terms will apply only to disputes arising after the corresponding notice is sent. If you do not accept the updated terms, please stop using our Products or accessing them for commercial or business purposes.
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Conflicts and Supplementary Conditions: If a conflict arises between the Business Terms and 3Pod's Terms, the Business Terms will prevail regarding the use of 3Pod Products or access to them for commercial or business purposes to the extent of the conflict.

Translations: These Business Terms were drafted in Latin American Spanish. In case of discrepancies between the original and a translated version of these Terms, the original Latin American Spanish version is the binding document.

Terms and Conditions

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