Terms Of Service

### Ox Gold Marketing System - Terms of Service**Last Updated: August 2024**---

**THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU MUST REVIEW THIS DOCUMENT IN ITS ENTIRETY, INCLUDING THE DISPUTE RESOLUTION SECTION BELOW, BEFORE USING THE PLATFORM.****THESE TERMS OF SERVICE GOVERN YOUR SUBSCRIPTION TO AND USE OF THE PLATFORM AND SERVICES. PLEASE READ THESE TERMS OF SERVICE CAREFULLY.

** Capitalized terms have the definitions set forth herein. By completing the registration process, creating an account, or accessing or using any of the Platform and/or Services, you represent that (1) you have read, understand, and agree to be bound by these Terms of Service, (2) you are of legal age to form a binding contract with Ox Gold Marketing System, (3) the information you provided in connection with your registration for the Platform/Services is true, accurate, and complete, and (4) you have the authority to enter into these Terms of Service personally or on behalf of the business entity you have named as the User, and to bind that business entity to the agreement.---### 1. Use of Platform**1.1 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. You may not use the Platform or the Services if you are an employee, partner, or director of our competitors or intend to gain access to the Platform in order to compete with the Platform.**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. As the individual who accepts these Terms, you are the owner of the Platform Account unless you are acting on behalf of a business entity, in which case the business entity is the owner of the Platform Account. If multiple parties claim to be the “owner” of a particular Platform account, Ox Gold Marketing System will deem the owner to be the person who can demonstrate their ownership of the underlying business entity by providing government-issued documentation of such ownership. If Ox Gold Marketing System is unable to determine the rightful owner of the Platform Account, we reserve the right to suspend or terminate the Platform Account until the disputing parties have mutually agreed on ownership or until a court has ordered Ox Gold Marketing System to grant access to a specific individual.**1.3 Intended Use.** You and your customers may use the Platform only as intended for lawful purposes and in accordance with these Terms. You agree that you and your customers will not use the Platform in any way that violates any applicable law or regulation or engage in any prohibited uses. Additionally, you represent and warrant that: (i) You and your customers will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms; (ii) You are fully responsible for your actions and the actions of your employees, agents, and customers who use the Platform; (iii) You are fully responsible for the use of the Platform by your customers; (iv) You, your employees, agents, and customers will not misrepresent the Platform or the Services; (v) You will ensure that your employees with access to the Platform Account are bound by these Terms, and you will require that your customers accept terms at least as restrictive as these Terms; (vi) You own or control all rights in and to all content you provide to Ox Gold Marketing System, including, but not limited to, any code provided to customize the Platform for your customers; (vii) You, your employees, and your customers will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication providers; (viii) You will not give access to the Platform or Services to a direct competitor of Ox Gold Marketing System, (ix) You will not directly or indirectly reverse engineer, decompile, disassemble, or otherwise attempt to uncover or discover the source code, object code, or underlying structure, ideas, know-how, or algorithms; (x) You will not modify, translate, or create derivative works based on the Platform (except to the extent expressly permitted by us); and (xi) You will not remove any proprietary notices or labels.**1.4 Compliance.** You will be solely responsible for your use of the Platform and Services, including (a) the quality and integrity of any data and other information, including information, made available to us by or for you through the use of the Platform, (b) securing and maintaining proper insurance as required, and (c) compliance with all applicable laws and regulations including but not limited to HIPAA and other data privacy laws. Ox Gold Marketing System is not responsible for your compliance with laws and does not represent that your use of the Platform will comply with any laws, including but not limited to HIPAA, PCI, Gramm-Leach-Bliley Act, and other similar laws and regulations.**1.5 Privacy.** By using the Platform and providing information on or through the Platform, you consent to Ox Gold Marketing System's use and disclosure of the information in accordance with the Privacy Policy. You agree that Ox Gold Marketing System has no responsibility or liability for the deletion or failure to store any information or content maintained or transmitted on or through the Platform. When you provide your customers with access to the Platform, you must implement and enforce your own terms of service and Privacy Policy, providing the level of protection at least equal to that provided to you by Ox Gold Marketing System. You must obtain consent from your customers, affirmatively acknowledging that your customers agree to be bound by your privacy policy. You represent and warrant that you have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide your customers’ data to us for use and disclosure in accordance with these Terms and our Privacy Policy.**1.6 Login Credentials.** You are responsible for maintaining the confidentiality of your login credentials. You are responsible for all uses of your Platform Account and login credentials, whether or not authorized by you. You agree to notify Ox Gold Marketing System immediately of any unauthorized access to or use of your Platform Account or login credentials or any other breach of security. Ox Gold Marketing System reserves the right to disable your login credentials at any time in its sole discretion for any or no reason, including if, in Ox Gold Marketing System’s opinion, you have violated any provision of these Terms. Platform Accounts are non-transferable. You are obligated to take preventative measures to prohibit unauthorized users from accessing your Platform Account with your login credentials. You give consent to Ox Gold Marketing System to access and monitor your Platform Account and your customers’ accounts for support and security purposes, and/or to perform its obligations under these Terms or to enforce these Terms.**1.7 Use of Communication Services.** The Platform may include certain communications features such as SMS, MMS, email, voice call capabilities, and other methods. Separate communication surcharges for these services may apply and will be charged to your invoice. If you use these features, you agree that you are exclusively responsible for all communications sent using the Platform, including compliance with all laws governing those communications including but not limited to the Telephone Consumer Protection Act (TCPA), the Do Not Call Registry Rules, and the CAN-SPAM Act. You represent and warrant that you understand and will comply with those laws. Ox Gold Marketing System is not responsible for your compliance with laws and does not represent that your use of the Platform will comply with any laws. Ox Gold Marketing System is a technology platform communication service application provider ONLY. Ox Gold Marketing System does not originate, send, or deliver any communications to any recipient via SMS, MMS, email, or other communication methods. You control the message, timing, sending, fraud prevention, and call blocking. All communications, whether SMS, MMS, email, or otherwise, are created by and initiated by you and/or your customers, whether generated by you or sent automatically via the Platform at your direction. Communication surcharges are subject to the Ox Gold Marketing System Terms of Service.**1.8 Third-Party Services.** You may choose to access certain third-party services through the Platform. You are responsible for enabling and managing the integration of each third-party service. You acknowledge that by purchasing or integrating third-party services through the Platform, you grant permission to Ox Gold Marketing System to share your data with the third-party services providers to facilitate the integration and use of the third-party services through the Platform. You also represent and warrant that you have the appropriate consents for importing any data (including data of your customers) that you request Ox Gold Marketing System to import from other third-party services and/or are the rightful owner of such data. Ox Gold Marketing System is not responsible for, and hereby disclaims any liability for, any act or omission of any third-party services provider or the operation of any third-party services, including access to, modification of, or deletion of data, regardless of whether Ox Gold Marketing System endorses, approves, promotes, or supports any such third-party services. You hereby irrevocably waive any claim against Ox Gold Marketing System with respect to the content or operation of any third-party services. Your use of the third-party services is governed by your agreement with such third party, including any supplemental policies imposed by the third party. You are solely responsible for reviewing and complying with any terms of use, privacy policies, or other terms governing your use of these third-party services, which you use at your own risk. Ox Gold Marketing System disclaims all liability related to outages or downtime of third-party services.**1.9 Third-Party Content.** The Platform may include third-party content. Your use of third-party content is entirely at your own risk and discretion. All statements and opinions expressed in third-party content are solely the opinions and responsibility of the third party and do not necessarily reflect the opinion of Ox Gold Marketing System. Ox Gold Marketing System is not responsible for third-party content and makes no endorsements, representations, or warranties and assumes no liability, obligation, or responsibility for third-party content. You are responsible for ensuring that your engagement or transactions with third-party content are in compliance with these Terms and any applicable laws.---

### 2. Payment**2.1 Fees and Auto-Renewal.** You agree to provide us with accurate and complete billing information and notify us of any changes within 10 days of the change. Your use of the Platform is subject to the timely payment of your and your customers’ fees. Fees may include, but are not limited to: subscription fees, communication surcharges, add-on service fees, or other usage-based or subscription-based fees offered by Ox Gold Marketing System as incurred by you and your customers. Fee rates and amounts may change from time to time. Fees for subscription services will be billed in advance of services on a monthly or annual basis, depending on your subscription plan. Usage-based fees, including but not limited to communication surcharges, are calculated based on usage and will be billed monthly as separate line items on your invoice. We will automatically charge the card on file when your fees become due.**2.2 Wallets and Rebilling.** Your Platform Account contains a “wallet” where you can pre-load funds to purchase services through the Platform or to support rebilling of your customers’ fees. If you use the wallet feature, you provide your consent for Ox Gold Marketing System to deduct amounts from the wallet to cover any fees due at such time. In the event you have a negative wallet balance, we will automatically charge the credit card we have on file to cover the negative balance and add funds to avoid any overdrafts. You provide your consent for Ox Gold Marketing System to charge your credit card to avoid any overdrafts.**2.3 Late Payments and Payment Disputes.** If, for any reason, your credit card company declines or otherwise refuses to pay the amount owed for the services you have purchased, we will re-attempt to charge the card on file for a period of 7 business days. If, after re-attempting to charge your card, we are still unable to process the transaction, your Platform Account may be force-canceled for non-payment at Ox Gold Marketing System’s sole discretion. Additionally, we may require you to pay any overdue fees and other amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses. In the event that you dispute any charges on your invoice, you must notify us in writing within thirty (30) days of the invoice date. You must pay all invoiced fees and charges while the dispute is pending, or you waive the right to pursue the dispute. Where you are disputing any fees or charges, you must act reasonably and in good faith and cooperate diligently with us to resolve the dispute. All Ox Gold Marketing System determinations regarding your obligation to pay invoiced fees and charges are final.**2.4 Cancellations.** You may cancel your subscription through your Platform Account, by submitting a support ticket, or by contacting our support team. You are solely responsible for the cancellation of services associated with your account, and, subject to other provisions of these Terms, you will be responsible for all fees incurred until such cancellation occurs. No refunds will be provided for your failure to properly cancel the services associated with your account.**2.5 Mark-ups.** You may not mark up or increase any Ox Gold Marketing System fees that you pass through to your customers or third parties unless you are enrolled in our higher-tier plan. You are solely responsible for all customer pass-through fees and related expenses, including but not limited to refunds and chargebacks of such pass-through fees. Ox Gold Marketing System is not responsible for resolving issues or disputes between you and your customers regarding pass-through fees. You are solely responsible for all financial transactions you and your customers engage in on the Platform or while using the services, including transactions conducted using billing tools enabled by the services. You are exclusively responsible for all chargebacks related to activities of you and your customers, regardless of the reason for the chargeback. You are solely responsible for collecting and remitting to government authorities any taxes and government assessments related to your resale or markup of the services.**2.6 Refunds.**- **2.6.1 Nonrefundable Fees.** All fees assessed by Ox Gold Marketing System are non-refundable, including subscription fees, communication surcharges, and Ox Gold Marketing System’s resale of third-party services, regardless of whether you actually accessed or used the Platform Account or services during your subscription period. You are solely responsible for any excess fees incurred by you as a result of an error or omission made by you or a third party. Ox Gold Marketing System does not provide fee refunds or credits for such errors or omissions, or for partially used or unused Platform or services subscriptions. Except as may be required by law, Ox Gold Marketing System reserves the right to issue or deny a refund or credit in its sole and absolute discretion, at any time, for any reason, and Ox Gold Marketing System’s determination of if and when to issue or deny a refund or credit is final.- **2.6.2 Pre-paid and Minimum Commitment Subscriptions.** Ox Gold Marketing System resells some services and third-party services that require pre-payment. Unused or canceled pre-paid services are non-refundable. Ox Gold Marketing System may, in its sole discretion, issue account credits for future services in the event that you elect to cancel any pre-paid services before the services are fully performed. Some subscriptions for services require a non-cancellable minimum subscription commitment that cannot be canceled until the commitment is fulfilled. Fees for such non-cancellable minimum subscription commitments will continue to be automatically applied to your bill until the minimum commitment has been achieved.- **2.6.3 Wallet Credit Refunds.** When your services are canceled, terminated, or expired, it is your sole obligation to request Ox Gold Marketing System to refund any amounts remaining in your account’s “wallet.” Any amounts remaining in the “wallet” for over thirty (30) days after expiration, termination, or cancellation of your Platform Account, will be forfeited, and Ox Gold Marketing System has no obligation to refund such amounts.---###

3. Intellectual Property**3.1 Platform Content.** The Platform and Platform content are the property of Ox Gold Marketing System or its licensors and are protected by copyright, trademark, and other intellectual property laws. Platform content does not include user contributions, as defined below. Ox Gold Marketing System grants you a personal, royalty-free, non-assignable, revocable, and non-exclusive license to access and use the Platform content while using the Platform for the purpose of making the Platform available to you and your customers. Any other use, including the reproduction, modification, distribution, transmission, republication, framing, display, or performance of Platform content without prior permission of Ox Gold Marketing System is strictly prohibited.**3.2 Ox Gold Marketing System Marks and Advertisements.** Ox Gold Marketing System’s name, logo, or marks (including but not limited to Ox Gold Marketing System) are trademarks and service marks of Ox Gold Marketing System and may not be used without advance written permission of Ox Gold Marketing System, including but not limited to as part of any company name or domain name or in connection with any product or service that is not provided by Ox Gold Marketing System, or in any manner that is likely to cause confusion, or in any manner that disparages, discredits, or misrepresents Ox Gold Marketing System. Unless you are authorized to white label and resell access to the Platform, you may not remove any Ox Gold Marketing System marks, name, or logo or other proprietary notices, including, without limitation, attribution information, credits, and copyright notices that have been placed on or near the Platform or Platform content. Other products or company names mentioned on the Platform may be trademarks or service marks of their respective owners. Third-party websites may feature Ox Gold Marketing System marks, with or without authorization, and such usage of Ox Gold Marketing System marks does not constitute or imply any approval, sponsorship, or endorsement by Ox Gold Marketing System. You will not (i) make any unauthorized representations, warranties, or false, misleading, or deceptive statements regarding Ox Gold Marketing System, its Platform and services, (ii) include Ox Gold Marketing System or any of its services or the Platform in any of your comparative and/or marketing advertisements.**3.3 User Contributions.** User contributions are considered non-confidential and non-proprietary. You grant Ox Gold Marketing System, our service providers, and each of their licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose user contributions to third parties for the sole purpose of fulfilling Ox Gold Marketing System’s obligations under these Terms. Ox Gold Marketing System is not responsible or liable to any third party for the content or accuracy of any user contributions, nor do we endorse the user contributions of third parties. Ox Gold Marketing System is not responsible for any failure or delay in removing user contributions that violate the Terms. Ox Gold Marketing System reserves the right to delete or otherwise remove any user contributions we deem to be in violation of these Terms, with or without notice, at any time, for any reason.**3.4 Prohibited User Contributions.** You are prohibited from posting user contributions on the Platform that: (i) Are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or include graphic descriptions of sexual or violent content; (ii) Victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or otherwise; (iii) Infringe any patent, trademark, trade secret, copyright, right of publicity, or other proprietary or intellectual property right of any party; or (iv) Breach the security of, compromise, or otherwise allow access to secured, protected, or inaccessible areas of the Platform, or attempt to gain access to other networks or servers via your Platform Account.**3.5 Feedback.** If you provide feedback, you agree and acknowledge that your submission of feedback is voluntary, non-confidential, and gratuitous, and Ox Gold Marketing System and its affiliates have no obligation to use the feedback. You grant Ox Gold Marketing System and its designees a perpetual, irrevocable, non-exclusive, fully-paid-up and royalty-free license to use any feedback you submit to Ox Gold Marketing System without restrictions or payment or other consideration of any kind, or permission or notification to you or any third party. The license includes, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the feedback, and all rights therein, in the name of Ox Gold Marketing System or its designees throughout the universe in perpetuity in any and all media now or hereafter known.**3.6 Feedback Waiver.** You hereby irrevocably release and forever discharge Ox Gold Marketing System from any and all actions, causes of actions, claims, damages, liabilities, and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall, or may have against Ox Gold Marketing System with respect to the feedback, including without limitation how Ox Gold Marketing System directly or indirectly uses the feedback. You agree that you are responsible for the content of the feedback and further agree (at Ox Gold Marketing System's option and at your sole expense) to defend, indemnify, and hold Ox Gold Marketing System harmless from any and all actions, claims, and liabilities, demands, whether absolute or contingent and of any nature whatsoever, damages, losses, costs, fees, fines, or expenses, including reasonable attorneys' fees, which Ox Gold Marketing System may incur as a result of using the feedback in accordance with these Terms.---###

4. Disclaimers and Limitations of Liability**4.1 Disclaimer of Warranties.** The Platform is provided on an “as is” and “as available” basis without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement. Your use of the Platform is at your own discretion and risk and with your agreement that you will be solely responsible for any damage to your computer system or loss of data that results from such activities. You agree that Ox Gold Marketing System has no responsibility or liability for the deletion or failure to store any information or content maintained or transmitted on or through the Platform.**4.2 Limitation of Liability.** Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of the Platform or the services shall be limited to the amount you paid us for services purchased on the Platform during the three (3) month period before the act giving rise to the liability. In no event shall Ox Gold Marketing System be liable to you or any third party for any special, punitive, incidental, indirect, or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, data, or profits, whether or not we have been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of the Platform or third-party services or of any website referenced or linked to from the Platform.**4.3 Indemnification.** You agree to defend, indemnify, and hold Ox Gold Marketing System harmless against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs, or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the Platform, including, but not limited to: (a) our use of or reliance on information or data supplied or to be supplied by you, your employees, agents, or customers; (b) any breach of or default under these Terms by you, your employees, agents, or customers; (c) the wrongful use or possession of any Ox Gold Marketing System property by you, your employees, agents, or customers; (d) any negligence, gross negligence, or willful misconduct by you or your employees, agents, or customers; (e) misrepresentations by you, your employees, agents, or customers; (f) violation(s) of applicable law by you, your employees, agents, or customers; (g) your actions and the actions of your employees, agents, or customers; (h) the acts or omissions of you, your employees, agents, or customers in connection with providing notice and obtaining consents regarding the origination or content of the SMS or MMS messages, email, or other communications using the services, (i) Taxes and other fees, and/or (j) any disputes between (1) you and other users (2) you and your client(s) and/or (3) your customers.---###

5. Applicable Law, Binding Arbitration, and Class Action Waiver**5.1 Governing Law.** The laws of the State of New Jersey will govern these Terms of Service and any disputes under them, without giving effect to any principles of conflicts of laws.**5.2 Arbitration Agreement.** Any controversy or claim arising out of or relating to these Terms shall be exclusively settled by arbitration administered by the American Arbitration Association in accordance with Commercial Arbitration Rules, then in effect. The arbitration proceedings shall be held in New Jersey. Any arbitration award may be entered in a court of competent jurisdiction.**5.3 Class Action Waiver.** All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.---###

6. Changes to These TermsOx Gold Marketing System 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.---###

7. Termination**7.1 Grounds for Termination.** You agree that Ox Gold Marketing System, in its sole discretion, may suspend or terminate your access to the Platform (or any part thereof) for any reason, with or without notice, and without any liability to you or any third party for any claims, damages, costs, or losses resulting therefrom. Any suspected fraudulent, abusive, or illegal activity may be grounds for barring your access to this Platform and reporting you to the proper authorities, if necessary. Ox Gold Marketing System reserves the right to delete Platform Accounts that have remained inactive for ninety (90) days or more.**7.2 No Right to Services Upon Termination.** Upon termination and regardless of the reason(s) motivating such termination, your right to use the Platform will immediately cease. Ox Gold Marketing System is not liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us with regards to your Platform access.---###

8. Definitions**8.1 “Communication Surcharges”** means any applicable communications service or telecommunication provider fees or surcharges related to your use of the Platform.**8.2 “Competitor”** shall include, but not be limited to, any entity carrying on a business of marketing and sales platforms, SaaS, or any entity offering one or more services offered by the Platform.**8.3 “Fees”** means any fees associated with the Platform, including but not limited to the monthly subscription services fee and any fees associated with add-on services that you may purchase.**8.4 “Platform”** means any services, training, content, functionality, communication channels, and software or other services or features offered to customers on or through Ox Gold Marketing System’s website or mobile application.**8.5 “Platform Account”** means the account you created to access and use the Platform.**8.6 “Platform Content”** means content, data, features, and functionality, including but not limited to text, graphics, videos, logos, button icons, databases, music, sounds, images, or other material that can be viewed on the Platform. Platform content does not include user contributions.**8.7 “Services”** means the variety of product integrations and services that Ox Gold Marketing System makes available on the Platform.**8.8 “Third Party Services”** means third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services offered by a third party through the Ox Gold Marketing System Platform. ---**Ox

Gold Marketing System Contact Information:****Address:** 309 Fellowship Rd, Mt. Laurel, New Jersey, US **Phone:** 888-714-9840 **Email:** info@oxgoldmarketingsystem.com **Website:** [Ox Gold Marketing System](www.OxGoldMarketingSystem/home.com)---This Terms of Service document provides the necessary framework to ensure that users of the Ox Gold Marketing System Platform are fully informed of their responsibilities and rights while using the service.