Terms of Service

In these Terms, the following capitalized terms have the meanings set out below:

“Services”

The EngageIQ platform, websites, dashboards, APIs, SDKs, and related products and features we make available to you.

“Customer / you”

The individual or entity that registers for or uses the Services.

“Customer Data”

Content, contact records, events, and other data you submit, upload, or send through the Services.

“End User / Recipient”

An individual whose data you process, or to whom you send messages, through the Services.

“Confidential Information”

Non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential, including pricing, roadmaps, and security details.

“DPA”

The Data Processing Addendum that governs our processing of personal data on your behalf.

“Documentation”

The usage guides, API references, and policies we publish for the Services.

These Terms of Service (the “Terms”) form a binding agreement between you and EngageIQ Inc. (“EngageIQ,” “we,” “us,” or “our”) governing your access to and use of the Services.

By creating an account, accessing, or using the Services, you agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a company or other entity, you represent that you have the authority to bind that entity. If you do not agree, you may not use the Services.

You are responsible for your account and everything that happens under it. You agree to:

• Maintain the security and confidentiality of your credentials and API keys.
• Provide accurate, current, and complete registration and billing information.
• Promptly update your information when it changes.
• Ensure that all users under your workspace comply with these Terms.
• Notify us immediately of any unauthorized access or suspected security breach.
• Comply with all applicable laws and regulations in your use of the Services.

You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Services. EngageIQ is intended for business use only.

Because EngageIQ powers high-volume email and messaging, responsible use is critical to protecting our infrastructure, our reputation, and every customer on the platform. This section is our Acceptable Use and Anti-Spam Policy. You may not use the Services to:

• Send spam or unsolicited bulk messages.
• Conduct phishing or social-engineering attacks.
• Distribute malware, viruses, or malicious code.
• Commit fraud or misrepresent your identity.
• Engage in any illegal activity or facilitate it.
• Abuse, overload, or attempt to disrupt our infrastructure.
• Harvest or scrape data without authorization.
• Send content that is harassing, hateful, or violent.
• Circumvent rate limits, quotas, or security controls.
• Resell or sublicense the Services without our written consent.

As a sender on EngageIQ, you are solely responsible for your recipient lists and the content you send. You must:

• Have explicit permission or a lawful basis to email every recipient on your lists.
• Honor unsubscribe and opt-out requests promptly and not re-add removed contacts.
• Include accurate sender identification and a valid physical mailing address where required.
• Use truthful subject lines and avoid deceptive headers or routing information.
• Comply with applicable laws including CAN-SPAM, GDPR, CASL, and similar regulations.
• Maintain healthy list hygiene and avoid sending to purchased or scraped lists.

We may monitor bounce rates, spam complaints, and other deliverability signals. Excessive complaint or bounce rates may result in throttling, suspension, or termination to protect shared sending infrastructure.

API and rate limits

Access to the APIs and SDKs is subject to the rate limits, quotas, and usage tiers described in the Documentation or your plan. You may not exceed, circumvent, or attempt to defeat these limits. We may adjust limits to protect platform stability and to ensure fair use across all customers.

Fair use

Even on plans described as “unlimited” or high-volume, usage must be consistent with normal operation of the Services. We may contact you about, throttle, or suspend usage patterns that place a disproportionate burden on shared infrastructure or that degrade the experience of other customers.

Beta & early-access features

We may offer features labeled beta, preview, or early access. These are provided “as is,” may be changed or discontinued at any time, may contain bugs, and are excluded from any service-level commitments. Your use of beta features is at your own discretion.

Pricing & plans

Paid features are offered on a subscription basis according to the plan you select. Fees are based on factors such as active customer profiles and messaging volume, as described at the time of purchase.

Renewals

Subscriptions automatically renew at the end of each billing cycle unless cancelled before the renewal date. By subscribing, you authorize us (through our payment processor, Stripe) to charge your payment method on a recurring basis.

Cancellation & refunds

You may cancel at any time from the billing dashboard; cancellation takes effect at the end of the current billing period and you retain access until then. Except where required by law, fees already paid are non-refundable, and we do not provide refunds or credits for partial periods, unused messages, or downgrades. If a payment fails, we may suspend access until the balance is resolved.

Taxes

Fees are exclusive of taxes. You are responsible for any applicable sales, use, VAT, GST, or similar taxes, excluding taxes based on our net income.

We work hard to keep the Services reliable, but the Services are provided on an “as is” and “as available” basis. We do not warrant that the Services will be uninterrupted, error-free, or that messages will always be delivered without delay.

We may perform scheduled maintenance, deploy updates, or modify features from time to time. Unless you have a separate written Service Level Agreement (SLA) with us that specifies uptime commitments and service credits, no uptime guarantee or service credit applies. Any SLA, where offered, is the sole and exclusive remedy for availability shortfalls.

We may suspend or terminate your access to the Services, in whole or in part, if:

• You send spam or otherwise violate our Acceptable Use policy.
• We detect abuse, fraud, or activity that threatens platform integrity.
• Your account is past due or payment fails.
• Your usage creates a security risk to EngageIQ or other customers.
• We are required to do so by law or to comply with a legal request.

Where practical and not prohibited, we will provide notice and an opportunity to cure. You may cancel your account at any time through the dashboard. Upon termination, your right to use the Services ceases immediately. You may export your Customer Data for a limited period after termination, after which we may delete it in accordance with our Privacy Policy. Sections that by their nature should survive termination (including payment obligations, intellectual property, confidentiality, disclaimers, limitation of liability, and indemnification) will survive.

Our property

EngageIQ and its licensors own all rights, title, and interest in the Services, including the platform, software, designs, trademarks, and documentation. These Terms do not grant you any rights to our intellectual property except the limited right to use the Services as described.

Your content

You retain ownership of your Customer Data. You grant EngageIQ a limited license to host, process, and transmit your Customer Data solely to provide and improve the Services. You are responsible for ensuring you have the rights necessary to use that data.

Feedback

If you provide feedback or suggestions, you grant us a perpetual, royalty-free license to use them to improve the Services without obligation to you.

Publicity

Unless you opt out by emailing us, you grant EngageIQ the right to identify you as a customer and to use your name and logo in customer lists and marketing materials, subject to your brand guidelines. We will stop upon your written request.

Each party may receive Confidential Information from the other. The receiving party agrees to use the disclosing party’s Confidential Information only to perform under these Terms, to protect it with at least the same care it uses for its own confidential information (and no less than reasonable care), and not to disclose it except to employees and contractors with a need to know who are bound by similar obligations.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it, or is independently developed. A party may disclose Confidential Information if required by law, provided it gives reasonable notice where permitted.

Our processing of personal data on your behalf is governed by our Privacy Policy and, where applicable, our Data Processing Addendum (DPA), which is incorporated into these Terms by reference for customers subject to the GDPR, UK GDPR, CCPA/CPRA, or similar laws.

As between the parties, you are the controller of Customer Data and EngageIQ acts as your processor, handling personal data only on your documented instructions. To request a signed copy of the DPA or our current list of subprocessors, contact legal@engageiq.com. You are responsible for having a lawful basis for the Customer Data you process through the Services.

To the maximum extent permitted by law, EngageIQ and its affiliates, officers, employees, and suppliers will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to your use of the Services — including:

• Delayed, throttled, or undelivered emails or messages.
• Campaigns that fail to send or perform as expected.
• Integrations or third-party services that break or change.
• Deliverability issues, spam filtering, or recipient-side blocking.
• Loss or corruption of data outside our reasonable control.

To the fullest extent permitted by law, EngageIQ’s total aggregate liability for any claims arising out of or relating to these Terms or the Services will not exceed the amount you paid to EngageIQ in the twelve (12) months preceding the event giving rise to the claim.

You agree to defend, indemnify, and hold harmless EngageIQ and its affiliates from and against any claims, damages, liabilities, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Your use or misuse of the Services.
• Your Customer Data or the content you send through the platform.
• Your violation of these Terms or any applicable law.
• Your infringement of any third party’s rights, including privacy or intellectual property rights.

You must comply with all applicable export control and economic sanctions laws, including those of the United States and the European Union. You represent that you are not located in, organized under the laws of, or ordinarily resident in any embargoed or sanctioned jurisdiction, and that you are not on any government restricted-party list. You may not use the Services in violation of these laws or to provide them to any prohibited person or destination.

Please read this section carefully — it affects how disputes are resolved. To the extent permitted by applicable law, you and EngageIQ agree to first attempt to resolve any dispute informally by contacting legal@engageiq.com.

If a dispute is not resolved within 30 days, it will be settled by binding arbitration on an individual basis, rather than in court, except that either party may bring a claim in small-claims court or seek injunctive relief for intellectual-property or unauthorized-use matters.

EngageIQ will not be liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, power outages, cyberattacks, or actions of third-party providers or governments.

We may modify, add, or remove features, and we may adjust pricing, with reasonable notice where required. We may also update these Terms from time to time. When we make material changes, we will update the “Last updated” date and, where appropriate, notify you by email or through the dashboard.

Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Services.

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. Subject to the Dispute Resolution section, you agree to submit to the exclusive jurisdiction of the state and federal courts located in Delaware to resolve any dispute arising out of these Terms or the Services, except where prohibited by applicable law.

Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets. Any prohibited assignment is void.

Notices

We may provide notices to you by email, through the dashboard, or by posting on our website. You may provide legal notices to us at legal@engageiq.com and to our registered address.

Entire agreement; waiver; severability

These Terms, together with the Privacy Policy and any DPA or order form, constitute the entire agreement between you and EngageIQ and supersede all prior agreements on the subject. Our failure to enforce any right is not a waiver of that right. If any provision is found unenforceable, the remaining provisions will remain in full force and effect.

Questions about these Terms? Reach out to us: