Subscription Terms of Service

Updated: June 15, 2026

These Terms govern Customer’s subscription to the ReachIQ self-serve platform (Standard and Growth plans).

1. The Agreement

These Subscription Terms of Service (“Terms”), together with each Order Form that references them, form a binding agreement (the “Agreement”) between Connectome Inc., a Delaware corporation doing business as ReachIQ (“ReachIQ”), and the customer that signs the Order Form (“Customer”). The Agreement governs Customer’s access to and use of ReachIQ’s self-serve sales-engagement platform, contact database, and related features (collectively, the “Service”). These Terms apply to the Standard and Growth plans, which are self-serve software subscriptions operated by Customer; they do not cover ReachIQ’s managed “Done-For-You” service, which is governed by a separate Master Services Agreement.

2. Definitions

2.1 “Affiliate” means any entity that controls, is controlled by, or is under common control with a party.

2.2 “Contact Database” means ReachIQ’s proprietary B2B contact and company database made available through the Service, together with all data records, fields, and enrichments accessible through it.

2.3 “Credits” means the per-seat monthly usage units allocated to Customer’s plan as a single shared pool, spent across Service actions (such as ICP scoring, Personalization, and Verified Email) at ReachIQ’s then-current per-action credit cost, as stated on the Order Form.

2.4 “Customer Data” means data, materials, and information provided or uploaded by or on behalf of Customer, including ICP definitions, suppression lists, CRM records, contact lists, message content, and Prospect responses.

2.5 “Mailbox” means an authenticated email sending account on a Customer-owned domain that Customer connects to the Service.

2.6 “Outbound Communication Laws” means CAN-SPAM, TCPA, CCPA/CPRA, GDPR, UK-GDPR, the ePrivacy Directive, CASL, PIPEDA, the Australian Spam Act, India’s DPDP Act, and any other law applicable to outbound marketing or sales communications or to the processing of personal data in connection with them.

2.7 “Prospect” means an individual or business contacted by or on behalf of Customer through the Service.

2.8 “Verified Email” means the feature that unlocks contact information (such as business email addresses) from the Contact Database using Credits.

2.9 “Seat” means a single named user authorized to access the Service under Customer’s subscription.

3. The Service; Seats and Credits

3.1 Access. Subject to the Agreement and payment of all fees, ReachIQ grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Term, solely for Customer’s internal business purposes and only for the number of Seats stated on the Order Form.

3.2 Self-Serve Operation. The Standard and Growth plans are self-serve. Customer configures and operates its own campaigns, sequences, targeting, and message content using the Service, including AI-assisted personalization. Customer is solely responsible for what it sends and to whom.

3.3 Credits. Credits are provided as a single shared monthly pool per Seat, not as separate per-feature allowances; each Service action draws from that one pool at ReachIQ’s then-current per-action credit cost. Credits are allocated per Seat per month, reset at the start of each monthly billing period, and do not roll over or carry forward. Unused Credits are forfeited at the end of each period and are not refundable or convertible to cash. Customer may purchase additional Credits in add-on packs at ReachIQ’s then-current rates; purchased add-on Credits are non-refundable and, unless stated otherwise at purchase, expire at the end of the billing period in which they are purchased.

3.4 Plan Limits. Mailbox counts, concurrent campaign limits, Seat counts, roles, and Credit allowances are as stated on the Order Form and the applicable plan description. ReachIQ may enforce these limits technically. Customer shall not circumvent or attempt to exceed any plan limit, including by sharing Seat credentials among multiple individuals.

3.5 Changes to the Service. ReachIQ may modify, improve, or discontinue features of the Service from time to time, provided it will not materially degrade the core functionality of Customer’s plan during a paid Term. Beta or early-access features are provided “as is,” may be changed or withdrawn at any time, and are excluded from any warranty or support commitment.

4. Customer Mailboxes and Sending

4.1 Customer-Provided Mailboxes. Customer provides, owns, and pays for all sending domains and Mailboxes connected to the Service, and grants ReachIQ the access needed to operate them through the Service. Customer bears all domain-registration, DNS, email-service-provider, and mailbox-subscription costs.

4.2 Automated Sending. Customer acknowledges that the Service sends emails automatically from Customer’s connected Mailboxes according to the campaigns, sequences, schedules, and content Customer configures or approves. Each such email is sent by Customer and on Customer’s behalf. As between the parties, Customer is the sender of record for all communications transmitted through the Service.

4.3 Authentication and Identification. Customer is responsible for configuring and maintaining proper email authentication (SPF, DKIM, DMARC) and accurate sender identification, and for including in each commercial email a functional unsubscribe mechanism and a valid physical postal address, as required by applicable Outbound Communication Laws. ReachIQ may provide tools to assist but does not assume these obligations.

4.4 Deliverability Risk. Email deliverability depends on factors outside ReachIQ’s control, including Customer’s domain reputation, sending history, content, list quality, and the policies of third-party email providers. ReachIQ does not guarantee deliverability, inbox placement, or that any Mailbox, domain, or account will not be throttled, blocked, or suspended by a third party.

5. Acceptable Use Policy

5.1 Prohibited Content and Industries. Customer shall not use the Service to promote, advertise, or conduct outreach for, and warrants that its products, services, and messaging are not primarily for, any of the following:

• (a) illegal products or services, or any unlawful, deceptive, defamatory, infringing, fraudulent, or harmful content;
• (b) gambling, betting, lotteries, sweepstakes, or wagering of any kind;
• (c) tobacco, vaping, e-cigarette, or nicotine products;
• (d) firearms, weapons, ammunition, or explosives;
• (e) narcotics or controlled substances, and cannabis or CBD products (including where locally legal);
• (f) adult content, sexual services, or escort services;
• (g) pharmaceuticals, supplements, or health products requiring licensure, sold without proper licensure;
• (h) multi-level marketing, pyramid, matrix, or “get-rich-quick” schemes;
• (i) payday lending, predatory or high-interest lending, debt collection, or credit-repair services;
• (j) cryptocurrency, digital-asset, token, NFT, or other Web3 offerings or promotions;
• (k) political, election, issue-advocacy, or lobbying outreach;
• (l) hateful, harassing, threatening, or discriminatory content, or targeting based on protected characteristics; or
• (m) distribution of malware, phishing, spyware, or any malicious or deceptive code or link.

5.2 Prohibited Data Uses. Customer shall not use the Contact Database, Verified Email, or any data obtained through the Service: (a) to make or influence decisions about a consumer’s eligibility for employment, credit, insurance, housing or tenancy, or any other purpose regulated by the U.S. Fair Credit Reporting Act (FCRA), the Driver’s Privacy Protection Act (DPPA), the Gramm-Leach-Bliley Act (GLBA), or comparable laws; (b) for any discriminatory purpose; (c) to contact individuals in their personal or consumer capacity rather than their business capacity; or (d) in violation of any Outbound Communication Law.

5.3 Operational Anti-Spam Obligations. Customer shall: (a) promptly honor all opt-out and unsubscribe requests and maintain current suppression lists; (b) not import, upload, or send to purchased, rented, scraped, or otherwise unlawfully obtained contact lists; (c) keep email headers, sender names, and subject lines accurate and non-deceptive; (d) maintain a lawful basis for contacting each Prospect; and (e) keep bounce, spam-complaint, and unsubscribe rates within commercially reasonable thresholds. ReachIQ may establish and enforce such thresholds and may pause, throttle, or limit campaigns that exceed them.

5.4 Platform Integrity. Customer shall not (a) resell, sublicense, or make the Service available to any third party; (b) reverse engineer, decompile, or attempt to derive source code or the structure of the Contact Database; (c) scrape, crawl, or bulk-extract data except through features expressly provided; (d) use the Service to build or train a competing product, dataset, or model; or (e) interfere with or circumvent the security, rate limits, or integrity of the Service.

6. Suspension, Blocking, and Enforcement

6.1 Immediate Action. ReachIQ may, without prior notice and without liability, suspend, block, throttle, or restrict Customer’s account, any Seat, any campaign, or any Mailbox if ReachIQ reasonably suspects: (a) a violation of Section 5 (Acceptable Use); (b) activity that creates legal, security, deliverability, or reputational risk to ReachIQ, its network, its other customers, or its providers; (c) non-payment; or (d) any use that violates applicable law.

6.2 Termination and Deletion for Abuse. Upon confirmation of a material or repeated violation of Section 5, ReachIQ may terminate the Agreement immediately and disable and delete Customer’s account and access. ReachIQ may report unlawful activity to appropriate authorities as required or permitted by law.

6.3 No Refund. Suspension, blocking, or termination under this Section does not entitle Customer to any refund or credit, and does not relieve Customer of fees owed for the then-current Term, including any prepaid annual amounts and any non-cancellable amounts.

6.4 Reinstatement. ReachIQ may, in its discretion, reinstate a suspended account once the underlying issue is resolved to ReachIQ’s reasonable satisfaction. ReachIQ is not obligated to do so.

7. Contact Database and Data License

7.1 License, Not Sale. The Contact Database is licensed, not sold. Subject to the Agreement, ReachIQ grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use data revealed to Customer through the Service, during the Term, solely for Customer’s own internal business-to-business sales and marketing outreach and subject to Sections 5.2 and 5.4.

7.2 Restrictions. Customer shall not (a) sell, license, rent, lease, share, publish, or otherwise redistribute Contact Database data to any third party; (b) bulk-export, copy, or retain the Contact Database other than the specific records Customer reveals for its permitted use; (c) combine the data to create, enrich, or maintain a competing contact database or data product; or (d) use the data after the Term ends, except for records already exported into Customer’s own systems for ongoing relationships, provided such continued use complies with applicable law and the data subject has not opted out.

7.3 Data Accuracy and Compliance. The Contact Database is provided on an “as available” basis. ReachIQ does not warrant that any record is accurate, complete, current, or appropriate for a given Prospect. Customer is responsible for verifying suitability and for its lawful basis to contact each Prospect.

7.4 Privacy Requests. ReachIQ honors data-subject and opt-out requests it receives as required by law. Customer shall promptly forward to ReachIQ any such request that ReachIQ must action with respect to the Contact Database, and shall itself action requests relating to data within Customer’s own systems.

8. Fees, Billing, and Payment

8.1 Fees. Customer shall pay the subscription fees and any add-on or usage charges stated on the Order Form or otherwise incurred (such as additional Seats or add-on Credit packs). There is no setup fee. All amounts are in U.S. dollars and are exclusive of taxes.

8.2 Automatic Payment. Customer authorizes ReachIQ (and its payment processors) to automatically charge Customer’s designated card or ACH account for all fees at the start of each billing period (monthly or annually, per the Order Form) and for any add-on charges as incurred. Customer shall keep a valid payment method on file.

8.3 Annual Plans. Annual fees are billed in advance for the full 12-month Term, are non-refundable, and are not contingent on usage. The 20% annual discount is consideration for the 12-month commitment.

8.4 Additional Seats and Credits. Seats added mid-Term are billed pro-rata for the remainder of the then-current period and at full rate thereafter; Seats may be reduced only effective at the next renewal. Add-on Credit packs are charged when purchased.

8.5 Late Payment and Suspension. ReachIQ may charge late interest of 1.5% per month (or the maximum permitted by law) on past-due undisputed amounts, and may suspend the Service if any amount is past due or a payment fails, until paid in full. Suspension does not relieve Customer of fees owed.

8.6 Taxes. Fees are exclusive of all sales, use, value-added, GST, and similar taxes, which are Customer’s responsibility, except taxes on ReachIQ’s net income.

8.7 Disputes. Customer shall notify ReachIQ in writing of any good-faith billing dispute within ten (10) days of the charge, with reasonable detail, and shall timely pay all undisputed amounts. Disputes not raised within that period are waived. Except as expressly stated, all fees are non-refundable and non-creditable.

8.8 Price Changes. ReachIQ’s fees are those stated on the applicable Order Form for the then-current Term. Fees for any renewal Term are ReachIQ’s then-current rates; if Customer does not accept a renewal rate, Customer’s sole remedy is to not renew in accordance with Section 9.

9. Term and Termination

9.1 Term. The Agreement begins on the Start Date and continues for the Initial Term stated on the Order Form. Monthly subscriptions renew automatically for successive one-month periods; annual subscriptions renew automatically for successive 12-month periods (each, a “Renewal Term”), unless terminated as provided below.

9.2 Cancellation: Monthly. Customer may cancel a monthly subscription at any time; cancellation takes effect at the end of the then-current paid monthly period, and the Service continues until then. Monthly fees already paid are non-refundable.

9.3 Cancellation: Annual. An annual subscription is a 12-month commitment and may not be terminated for convenience during its Term. To prevent automatic renewal of an annual subscription, Customer must give written notice at least thirty (30) days before the end of the then-current annual Term. Prepaid annual fees are non-refundable.

9.4 Termination for Cause. Either party may terminate the Agreement on written notice if the other materially breaches and fails to cure within thirty (30) days (fourteen (14) days for non-payment). ReachIQ may terminate immediately under Section 6 for Acceptable-Use violations. Customer’s breach of Section 5, 7, or its payment obligations is a material breach.

9.5 Effect of Termination. On termination or expiration: (a) Customer’s right to access the Service ends and ReachIQ may disable Customer’s account; (b) Customer remains liable for all accrued and committed fees, including prepaid annual amounts; (c) on Customer’s written request within thirty (30) days, ReachIQ will provide a one-time export of Customer Data in a commercially reasonable format, after which ReachIQ may delete it (subject to legal retention and backups); and (d) the following survive termination: Section 6.3, Section 7.2, Section 8 (as to accrued and committed amounts), and Sections 9.5, 11, 12, 13, 14, 15, 16, 17, 18, 19, and 20.

10. Compliance, Privacy, and Sender-of-Record Allocation

10.1 Allocation. As between the parties, Customer is the data controller and the sender of record for all communications sent through the Service. Customer is solely responsible for: (a) the lawful marketability of its products, offers, and target lists in the relevant jurisdictions; (b) determining the lawful basis for processing Prospect data; (c) maintaining suppression, opt-out, and do-not-contact lists; (d) ensuring all messaging complies with Outbound Communication Laws; and (e) handling complaints, regulatory inquiries, and claims arising from its outreach.

10.2 Acknowledgement. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT REACHIQ IS NOT RESPONSIBLE FOR, AND DOES NOT ASSUME LIABILITY ARISING OUT OF, CUSTOMER’S FAILURE TO COMPLY WITH GDPR, CAN-SPAM, CCPA/CPRA, TCPA, CASL, PIPEDA, OR ANY OTHER OUTBOUND COMMUNICATION LAW. ReachIQ acts as a service provider/processor on Customer’s documented instructions and does not provide legal advice.

10.3 ReachIQ Role. ReachIQ will maintain industry-standard administrative, technical, and organizational safeguards for Customer Data, and will process personal data only to provide the Service or as required by law. The parties will enter a separate data processing addendum if required by applicable law.

11. AI-Generated Messaging

The Service uses generative artificial intelligence (“AI”), including third-party models, to help produce personalized outbound messaging at scale; individual human review of every AI-generated message is impractical. Customer reviews and approves its outreach sequences, persona frameworks, value propositions, and AI prompt structures (the “Approved Messaging Framework”) and is responsible for configuring them. Customer’s use of the Approved Messaging Framework constitutes Customer’s approval of, and ratification as its own commercial speech of, all AI-generated messaging produced within it, for all purposes including the Outbound Communication Laws and Section 5 of the U.S. Federal Trade Commission Act. The indemnity in Section 15.1 expressly extends to claims arising from AI-generated messaging, including deceptive-practice, defamation, false-advertising, right-of-publicity, and AI-disclosure claims. Customer is responsible for including any AI disclosure required by law.

12. Data Ownership and Intellectual Property

12.1 Customer Data. Customer owns Customer Data, including the contact records it uploads and the CRM records and message content it creates. Customer grants ReachIQ a non-exclusive license to host, process, and use Customer Data to provide and improve the Service and as permitted by Section 12.3.

12.2 ReachIQ IP. ReachIQ owns and retains all right, title, and interest in the Service, the Contact Database, its software, AI models, prompts, sequences, playbooks, methodologies, and all improvements (collectively, “ReachIQ IP”). Except for the limited rights expressly granted, no rights are transferred. Customer acknowledges that AI-generated content may not be subject to copyright under current U.S. Copyright Office guidance.

12.3 Aggregated Data. ReachIQ may collect and use anonymized, aggregated usage and performance data that does not identify Customer or any individual to operate, improve, and benchmark the Service.

12.4 Feedback. Customer grants ReachIQ a perpetual, royalty-free license to use any feedback or suggestions Customer provides, without restriction or obligation.

12.5 Marketing. Either party may use the other’s name and logo to identify the relationship, provided it is not used in any disparaging, misleading, or unlawful manner. ReachIQ may identify Customer as a customer in its customer lists.

13. Confidentiality

“Confidential Information” means non-public information disclosed by one party that is identified as confidential or that a reasonable person would understand to be confidential, including business plans, pricing, ICPs, technical information, and Prospect data. The recipient shall (a) use Confidential Information only to perform under or enforce the Agreement, (b) protect it with at least a reasonable standard of care, and (c) not disclose it except to personnel and subprocessors who need to know and are bound by similar obligations. Exclusions apply to information that is or becomes public without breach, was already known, is received without restriction, or is independently developed. Disclosure required by law is permitted with prompt notice where lawful.

14. Warranties and Disclaimers

14.1 Mutual. Each party warrants that it has the authority to enter into and perform the Agreement and will comply with applicable law in doing so.

14.2 No Guarantee of Results. The Service is provided using commercially reasonable efforts. REACHIQ MAKES NO REPRESENTATION OR GUARANTEE AS TO ANY NUMBER OF MEETINGS, REPLIES, OPPORTUNITIES, PIPELINE, REVENUE, DELIVERABILITY, OR ANY OTHER OUTCOME. Outbound performance depends on many factors outside ReachIQ’s control.

14.3 Availability. ReachIQ will use commercially reasonable efforts to make the Service available but does not guarantee any uptime or availability level. Support response times stated for each plan (e.g., one business day for Standard, four business hours for Growth) are targets, not guaranteed remedies.

14.4 Third-Party Platforms. ReachIQ is not responsible for, and Customer assumes the risk of: (a) suspension, throttling, or blocking by third parties of Customer’s domains, Mailboxes, or accounts; (b) deliverability degradation from Customer’s domain reputation, content, or list quality; and (c) any change in third-party platform terms, pricing, or availability.

14.5 As-Is. EXCEPT AS EXPRESSLY STATED, THE SERVICE AND ALL DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE.” REACHIQ DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

15. Indemnification

15.1 By Customer. Customer shall defend, indemnify, and hold harmless ReachIQ, its Affiliates, and their personnel and providers from third-party claims, fines, settlements, and reasonable attorneys’ fees arising out of: (a) Customer’s breach of Section 5 (Acceptable Use), Section 7, Section 10, or any Outbound Communication Law; (b) Customer Data (accuracy, lawful basis, third-party rights); (c) the products or services Customer promotes; (d) any claim by a Prospect or regulator arising from Customer’s outreach; (e) AI-generated messaging as set out in Section 11; and (f) any tax that is Customer’s responsibility.

15.2 By ReachIQ. ReachIQ shall defend, indemnify, and hold harmless Customer from third-party claims alleging that the Service, as provided by ReachIQ and used in accordance with the Agreement, infringes a U.S. patent, copyright, or trademark. This excludes claims arising from Customer Data, Customer content, modifications not made by ReachIQ, or combinations with items not provided by ReachIQ. If the Service is or may be enjoined, ReachIQ may procure rights, modify the Service, or terminate the affected Service and refund prepaid, unused fees.

15.3 Procedure. The indemnified party shall promptly notify the indemnifying party, give it sole control of the defense and settlement (no settlement may impose liability or a non-monetary obligation on the indemnified party without consent), and reasonably cooperate at the indemnifying party’s expense.

16. Limitation of Liability

EXCEPT FOR (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15, (B) BREACHES OF SECTION 13 (CONFIDENTIALITY), (C) CUSTOMER’S OBLIGATION TO PAY FEES (INCLUDING PREPAID ANNUAL AMOUNTS), (D) CUSTOMER’S BREACH OF SECTION 5 (ACCEPTABLE USE) OR SECTION 7 (DATA LICENSE), AND (E) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW: (i) EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO REACHIQ IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; AND (ii) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, REVENUE, PIPELINE, DATA, OR GOODWILL), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Non-Solicitation

During the Term and for twelve (12) months thereafter, and to the extent permitted by applicable law, Customer shall not, directly or indirectly, solicit for employment or engagement, or hire, any employee or contractor of ReachIQ with whom Customer had contact in connection with the Service, without ReachIQ’s prior written consent (general solicitations not directed at such individuals are excepted). If Customer breaches this Section, Customer shall pay ReachIQ, as liquidated damages and not a penalty, the lesser of (a) fifty percent (50%) of the individual’s annualized base compensation at ReachIQ at the time of departure or (b) US$75,000 per individual, as a reasonable pre-estimate of ReachIQ’s difficult-to-quantify damages; this is the sole monetary remedy under this Section.

18. Independent Contractor; Force Majeure

18.1 Independent Contractor. The parties are independent contractors. Nothing creates a partnership, joint venture, employment, agency, or fiduciary relationship.

18.2 Force Majeure. Neither party is liable for any delay or failure to perform (other than payment of accrued fees) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemics, governmental action, internet or telecommunications outages, cyber-attacks, or outages, suspensions, throttling, or policy changes by third-party platforms used to deliver the Service. The affected party shall use reasonable efforts to mitigate.

19. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles. The parties shall first attempt in good faith to resolve any dispute through executive negotiation for sixty (60) days. If unresolved, the dispute shall be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, by a single arbitrator, in Wilmington, Delaware, in English. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO COMMENCE OR PARTICIPATE IN ANY CLASS, COLLECTIVE, MASS, CONSOLIDATED, OR REPRESENTATIVE ACTION; THE ARBITRATOR HAS NO AUTHORITY TO CONSOLIDATE CLAIMS OR PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

20. General Provisions

20.1 Notices. Notices shall be in writing to the addresses on the Order Form or as updated by notice; email to the designated billing or account contact is sufficient if acknowledged or tracked.

20.2 Assignment. Neither party may assign the Agreement without the other’s prior written consent, except to an Affiliate or to a successor in a merger, acquisition, or sale of all or substantially all assets, on notice.

20.3 Entire Agreement; Order of Precedence. The Agreement (these Terms plus each Order Form) is the entire agreement on its subject matter and supersedes prior communications. An Order Form prevails over these Terms only as to the commercial details it expressly states. Amendments must be in writing and signed by both parties, except that ReachIQ may update these Terms for new Terms on reasonable notice.

20.4 Severability; Waiver; Counterparts. If any provision is unenforceable, the remainder remains in effect. A failure to enforce any right is not a waiver. The Agreement may be executed in counterparts and by electronic signature, each an original and together one instrument.