Terms of Service

These Terms of Service ("Terms") govern your access to and use of the online SaaS platform, website, and any mobile app provided by New Issue !Q, Inc. ("New Issue IQ," "we," "us," or "our") that link to these Terms (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, you may not access or use the Service.

You must be at least 18 years old and able to form a binding contract with New Issue IQ to use the Service. By using the Service, you represent and warrant that you meet these requirements.

Account registration. To access certain features of the Service, you must register for an account and provide accurate, current, and complete information. You agree to keep your account information up to date and to notify us promptly of any changes.

Account security. You are responsible for safeguarding your account credentials and for any activity that occurs under your account. You agree to notify us immediately of any unauthorized access to or use of your account. We are not liable for any loss or damage arising from your failure to comply with this section.

One account per user. You may not maintain more than one account, and you may not share, transfer, or sell your account or access credentials to any third party without our prior written consent.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business or personal use as expressly permitted by these Terms.

You agree not to, and not to permit any third party to:

Misuse the Service. Use the Service in any manner that violates applicable law, infringes the rights of others, or interferes with or disrupts the Service or the servers or networks connected to the Service.

Reverse engineer. Decompile, disassemble, reverse engineer, or attempt to derive the source code, underlying ideas, algorithms, structure, or organization of any portion of the Service, except to the extent such restriction is prohibited by applicable law.

Scrape or harvest. Use any robot, spider, scraper, or other automated means to access the Service, or collect or harvest any information from the Service, including information about other users, except as expressly permitted by us in writing.

Resell or redistribute. Sell, resell, license, sublicense, distribute, rent, lease, or otherwise commercially exploit the Service or any content obtained from the Service, in whole or in part, without our prior written consent.

Bypass security. Probe, scan, or test the vulnerability of the Service, breach any security or authentication measures, or otherwise attempt to gain unauthorized access to any portion of the Service, related systems, or networks.

The Service may allow you to submit, upload, post, or otherwise make available content, data, text, files, or other materials ("User Content"). You retain ownership of any intellectual property rights you hold in your User Content.

License to us. By making User Content available through the Service, you grant New Issue IQ a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, store, reproduce, modify, create derivative works of, communicate, publish, publicly perform, publicly display, and distribute the User Content solely for the purpose of operating, providing, improving, and promoting the Service.

Your responsibilities. You represent and warrant that you have all necessary rights to grant the license above and that your User Content does not violate any law or infringe the rights of any third party. You are solely responsible for your User Content and the consequences of making it available through the Service.

Removal. We may, but are not obligated to, review, screen, or remove any User Content at any time and for any reason, including User Content that we believe violates these Terms or is otherwise objectionable.

Client-Furnished Data.

i. Definition. "Client-Furnished Data" means Your Content, as well as any emails, communications, attachments, market data, or other content provided or authorized to be shared by or on behalf of you or the Client (including by Authorized Users) to New Issue IQ through the Services, including but not limited to dealer communications, syndicate notifications, pricing updates, and related materials.

ii. Authorization to Process. You authorize New Issue IQ to receive, view, store, and process Client-Furnished Data for the benefit of you and the Client, including for purposes of data extraction, analytics, alerting, reporting, and improving the quality and accuracy of the Services. New Issue IQ may engage subprocessors (including its Providers) to perform such processing, subject to the confidentiality obligations set forth in these Terms.

iii. Good Faith Acknowledgment. You acknowledge, based on reasonable inquiry, that you in good faith believe you have the right to provide Client-Furnished Data to New Issue IQ for processing as contemplated by these Terms.

iv. Indemnification. You shall indemnify, defend, and hold harmless the New Issue IQ Parties from and against any and all Actions and related Losses arising out of or relating to any claim that Client-Furnished Data provided by or on behalf of you or the Client infringes, misappropriates, or otherwise violates the intellectual property or proprietary rights of any third party. The indemnification procedures set forth in the Indemnification Section below shall apply to any claim under this Client-Furnished Data Section. The foregoing obligation shall not apply to the extent that such claim arises from New Issue IQ's use of Client-Furnished Data outside the scope of these Terms.

v. Usage Data. New Issue IQ shall own all right, title, and interest in Aggregated Statistics (meaning data and information that is aggregated, anonymized, and/or de-identified such that it does not identify you, the Client, or any individual), including Aggregated Statistics derived from the processing of Client-Furnished Data, and New Issue IQ's right to use such data for product development and the improvement of the Services shall not be subject to any exclusivity period or other usage restriction.

Certain features of the Service may require payment of fees. All fees are stated in U.S. dollars unless otherwise specified, are non-refundable except as expressly set forth in these Terms or as required by applicable law, and are exclusive of taxes, which you are responsible for paying.

Subscriptions. If you purchase a subscription, your subscription will automatically renew at the end of each billing period at the then-current rate, unless you cancel it before the renewal date. You may cancel a subscription at any time through your account settings or by contacting us.

Payment authorization. You authorize us and our payment processors to charge your designated payment method for all fees incurred in connection with your account. If a charge is declined, we may suspend or terminate your access to paid features.

Changes to fees. We may change our fees at any time. We will provide reasonable advance notice of any change to recurring fees, and the change will take effect at the start of the next billing period after the notice.

The Service and all content, features, and functionality made available through it (other than User Content) are and will remain the exclusive property of New Issue IQ and its licensors, and are protected by copyright, trademark, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Service or our intellectual property except for the limited license expressly set forth in these Terms.

The "New Issue IQ" name, logos, and any related product or service names, designs, and slogans are our trademarks. You may not use them without our prior written consent.

The Service may contain links to or integrations with third-party websites, applications, products, or services that are not owned or controlled by New Issue IQ. We do not endorse and are not responsible for any third-party services, and your use of any third-party service is subject to that third party's terms and policies. You access and use third-party services at your own risk.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, NEW ISSUE IQ DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Service will be uninterrupted, secure, error-free, or free of viruses or other harmful components, or that any content or information made available through the Service is accurate, complete, or reliable. Any information provided through the Service is for general informational purposes only and does not constitute investment, legal, tax, or other professional advice.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL NEW ISSUE IQ OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

You agree to defend, indemnify, and hold harmless New Issue IQ and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to (a) your use of or access to the Service, (b) your violation of these Terms, (c) your violation of any third-party right, including any intellectual property or privacy right, or (d) any User Content you make available through the Service.

We may suspend or terminate your access to the Service at any time, with or without notice, for any reason, including if we believe you have violated these Terms. You may stop using the Service at any time and may close your account through your account settings or by contacting us.

Upon termination, your right to access and use the Service will immediately cease. Sections of these Terms that by their nature should survive termination will survive, including provisions relating to intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution.

These Terms and any dispute arising out of or related to them or the Service will be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. You and New Issue IQ agree to submit to the exclusive jurisdiction of the state and federal courts located in Delaware for the resolution of any such dispute, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by updating the date of these Terms and posting them on the Service or by other appropriate means. Any modifications will be effective upon posting (or as otherwise indicated). Your continued use of the Service after the effective date of any modified Terms constitutes your acceptance of the modified Terms.

If you have any questions about these Terms or the Service, please contact us at Support@new-issue.com or write to us at:

New Issue IQ, Inc, 2400 Market St, Suite 200, Philadelphia PA, 19103.