PinpointIQ Subscription Services Agreement

This Subscription Services Agreement (this “Agreement”) is entered into by and between 2nd St Strategy, LLC, an Illinois limited liability company with offices at 2045 W Shakespeare Ave, Chicago, IL 60647 (“2nd St Strategy”, “we”, or “us”), and the customer that accepts this Agreement (“Customer” or “you”). 2nd St Strategy and Customer are each a “Party” and together the “Parties.” The Effective Date is the date Customer first accepts this Agreement, whether by clicking “I Agree,” completing Stripe checkout, creating an account, or otherwise using the Service.

This Agreement governs Customer’s access to and use of PinpointIQ, 2nd St Strategy’s proprietary geographic market intelligence platform (the “Software” or the “Service”), together with any related data, reports, and documentation provided by 2nd St Strategy. If you are accepting this Agreement on behalf of an organization, you represent that you have authority to bind that organization, and “Customer” refers to that organization.

1. Subscription and Access Grant

Subject to the terms of this Agreement and Customer’s timely payment of all applicable Fees, 2nd St Strategy grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right during the Subscription Term to access and use the Software solely for Customer’s internal business purposes. Access is provided to Customer’s authorized employees and contractors (each, an “Authorized User”) up to the number of seats included in Customer’s selected subscription plan or otherwise agreed in writing. Self-serve plans include up to five (5) Authorized Users at no additional charge; each additional Authorized User above five is billed at the then-current per-user rate posted on the pricing page (USD 100 per additional user per month as of the Effective Date). All Authorized Users must share the same corporate email domain as the primary account holder. Each Authorized User account is personal to that individual; account credentials may not be shared. Customer is responsible for the acts and omissions of its Authorized Users and shall promptly notify 2nd St Strategy of any unauthorized access or use.

2. Restrictions

Customer shall not, and shall not permit any third party to:

• copy, modify, distribute, sell, resell, sublicense, lease, or otherwise make the Software available to any third party;
• reverse engineer, decompile, or disassemble the Software, or attempt to derive its source code;
• use the Software, in whole or in part, to develop or train any competing product or service, including any artificial intelligence model, or to benchmark the Software against a competing offering;
• scrape, harvest, or otherwise extract bulk data from the Software, whether by manual or automated means, except as expressly permitted by the Service’s documented export functionality;
• share Authorized User credentials or allow access by anyone other than an Authorized User;
• use the Software in a manner that violates applicable law, infringes third-party rights, or interferes with the integrity, security, or performance of the Service; or
• remove or obscure any proprietary notices, watermarks, or markings displayed in or on the Software or its outputs.

3. Fees, Stripe Billing, and Payment

(a) Free Trial. Customer may, at 2nd St Strategy’s discretion, access the Software during a free trial period (the “Trial Period”) at no charge. The Trial Period begins on the Effective Date and continues for the period communicated by 2nd St Strategy in writing or presented at checkout (default: thirty (30) days if not otherwise specified). During the Trial Period, Sections 2 (Restrictions), 6 (Customer Data and Third-Party Data), 7 (Ownership), 8 (Feedback), 9 (Confidentiality), 10 (Disclaimer of Warranties), 11 (Indemnification), 12 (Limitation of Liability), and 14 (General) apply in full. Customer may cancel its subscription during the Trial Period at any time through the Service or the Stripe customer portal, in which case no Fees will be charged.

(b) Stripe Billing. Billing for the Service is administered by Stripe, Inc. (“Stripe”). To subscribe, Customer must provide a valid payment method to Stripe and accept Stripe’s applicable terms of service. By providing a payment method, Customer authorizes 2nd St Strategy, through Stripe, to charge the Fees described in Customer’s selected subscription plan (the “Plan”) to that payment method on a recurring basis. Customer represents that it is authorized to use the payment method provided.

(c) Fees and Auto-Renewal. The fees, billing frequency, and number of seats applicable to Customer’s subscription (collectively, the “Fees”) are those set forth on 2nd St Strategy’s pricing page, in the Stripe checkout or customer portal, or otherwise agreed in writing at the time Customer subscribes. Unless terminated during the Trial Period, the paid Subscription Term commences automatically at the end of the Trial Period (the “Billing Start Date”), and Stripe will charge Customer’s payment method on the Billing Start Date and on each subsequent renewal date for the duration of the Subscription Term, until Customer cancels through the Service or the Stripe customer portal.

(d) Fee Changes. 2nd St Strategy may adjust Fees for any Renewal Term upon at least sixty (60) days’ prior notice to Customer (which may be provided by email to Customer’s account email address). If Customer does not agree to the revised Fees, Customer may cancel its subscription before the start of the Renewal Term.

(e) Non-Refundable; Disputes. All Fees are non-refundable except as expressly set forth in this Agreement. Customer is responsible for keeping its payment method current. If a charge is declined or reversed, 2nd St Strategy may, after providing reasonable notice through the Service or by email, suspend or terminate access to the Software until the past-due amount is paid. Customer must notify 2nd St Strategy of any billing dispute within sixty (60) days of the charge or the dispute is waived.

(f) Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes on 2nd St Strategy’s net income. Stripe may collect and remit such taxes on 2nd St Strategy’s behalf.

4. Subscription Term and Renewal

The initial subscription term begins on the Billing Start Date and continues for the billing interval associated with Customer’s Plan (the “Initial Term”). Following the Initial Term, this Agreement will automatically renew for successive periods equal to the Plan’s billing interval (each, a “Renewal Term” and together with the Initial Term, the “Subscription Term”) until Customer cancels through the Service or the Stripe customer portal. Cancellation takes effect at the end of the then-current billing period; Customer will retain access through that date, and no refund will be issued for the unused portion of the current period.

5. Service Availability and Support

2nd St Strategy will use commercially reasonable efforts to make the Software available twenty-four hours per day, seven days per week, excluding (a) scheduled maintenance for which 2nd St Strategy provides reasonable advance notice, (b) emergency maintenance, (c) outages caused by Customer’s systems, networks, or third-party services, and (d) events outside 2nd St Strategy’s reasonable control. 2nd St Strategy will provide email-based technical support to Authorized Users during normal U.S. business hours.

6. Customer Data and Third-Party Data

(a) Customer Data. As between the Parties, Customer retains all right, title, and interest in and to any data, files, content, or other materials uploaded or submitted by Customer or its Authorized Users to the Software (“Customer Data”). Customer grants 2nd St Strategy a non-exclusive, worldwide, royalty-free license to host, process, transmit, and display Customer Data solely as necessary to provide and support the Service and to comply with applicable law. Customer represents and warrants that it has all rights, consents, and authorizations necessary to provide the Customer Data to 2nd St Strategy and to grant the foregoing license.

(b) Security. 2nd St Strategy will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and confidentiality of Customer Data, consistent with industry standards for software-as-a-service offerings of similar scope.

(c) Third-Party Data and Outputs. The Software incorporates and displays geographic, demographic, market, business, and other data sourced from third parties and from 2nd St Strategy’s own data pipelines (“Platform Data”). 2nd St Strategy does not warrant the accuracy, completeness, currency, or timeliness of any Platform Data or any analysis, score, projection, or other output generated by the Software (collectively, “Outputs”). Customer acknowledges that Platform Data and Outputs are provided for informational purposes only and do not constitute investment, legal, tax, accounting, or other professional advice. Any business decisions made based on the Software, Platform Data, or Outputs are made solely at Customer’s own risk.

(d) Payment Data. Payment card and billing information provided in connection with the Service is collected and processed by Stripe in accordance with Stripe’s privacy policy and terms. 2nd St Strategy does not store full payment card numbers.

(e) Usage Data. 2nd St Strategy may collect and use aggregated, de-identified usage and performance data derived from the operation of the Service to monitor, secure, operate, improve, and develop its products and services, provided that such data does not identify Customer or any individual.

7. Ownership

The Software, including all underlying technology, source code, algorithms, data models, artificial intelligence components, Platform Data compilations and derivatives sourced or created by 2nd St Strategy, Outputs, documentation, and all related intellectual property, is and shall remain the sole and exclusive property of 2nd St Strategy and its licensors. Except for the limited access rights expressly granted to Customer in this Agreement, no other rights or licenses are granted to Customer, whether by implication, estoppel, or otherwise. 2nd St Strategy reserves all rights not expressly granted.

8. Feedback

Customer may, but is not required to, provide suggestions, comments, or ideas regarding the Software (“Feedback”). Customer grants 2nd St Strategy a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and commercialize any Feedback in any manner, without compensation or attribution to Customer.

9. Confidentiality

Each Party (the “Receiving Party”) may receive confidential information of the other Party (the “Disclosing Party”), including the terms of this Agreement, non-public technical, business, financial, and product information, and, with respect to 2nd St Strategy, the Software and its features, functionality, performance, and pricing (“Confidential Information”). The Receiving Party shall (a) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than a reasonable degree of care, (b) use the Confidential Information solely to exercise its rights and perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Section. Confidential Information does not include information that is (i) publicly available through no fault of the Receiving Party, (ii) known to the Receiving Party prior to disclosure without restriction, (iii) rightfully received from a third party without restriction, or (iv) independently developed without use of or reference to the Confidential Information. Disclosures required by law are permitted, provided the Receiving Party gives reasonable advance notice where legally permitted. The Receiving Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages would be inadequate, and that the Disclosing Party shall be entitled to seek equitable relief in addition to other remedies available at law.

10. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOFTWARE, PLATFORM DATA, AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR TITLE. 2ND ST STRATEGY DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR FREE OF DEFECTS, OR THAT ANY PLATFORM DATA OR OUTPUTS WILL BE COMPLETE, CURRENT, OR ACCURATE. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE OF THE SOFTWARE AND FOR ANY DECISIONS MADE OR ACTIONS TAKEN IN RELIANCE ON THE SOFTWARE, PLATFORM DATA, OR OUTPUTS.

11. Indemnification

(a) By 2nd St Strategy. 2nd St Strategy shall defend Customer against any third-party claim alleging that Customer’s use of the Software in accordance with this Agreement infringes any U.S. patent, copyright, or trademark, and shall pay any damages finally awarded against Customer or agreed to in settlement by 2nd St Strategy. 2nd St Strategy will have no obligation under this Section to the extent a claim arises from (i) Customer Data, (ii) modifications to the Software not made by 2nd St Strategy, (iii) use of the Software in combination with products, services, or data not provided by 2nd St Strategy where the claim would not have arisen but for such combination, or (iv) Customer’s use of the Software in violation of this Agreement. If the Software is, or in 2nd St Strategy’s reasonable opinion is likely to become, the subject of an infringement claim, 2nd St Strategy may, at its option, (1) procure for Customer the right to continue using the Software, (2) modify the Software to make it non-infringing, or (3) terminate the affected portion of the Service and refund any prepaid, unused Fees attributable to the terminated portion. This Section states 2nd St Strategy’s sole liability and Customer’s exclusive remedy for any infringement claim.

(b) By Customer. Customer shall defend 2nd St Strategy against any third-party claim arising from (i) Customer Data, including any claim that Customer Data infringes or misappropriates the rights of any third party, or (ii) Customer’s use of the Software in violation of this Agreement or applicable law, and shall pay any damages finally awarded against 2nd St Strategy or agreed to in settlement by Customer.

(c) Process. The indemnified Party shall (i) promptly notify the indemnifying Party in writing of the claim, (ii) give the indemnifying Party sole control of the defense and settlement (except that no settlement may impose any obligation or admission on the indemnified Party without its prior written consent, not to be unreasonably withheld), and (iii) provide reasonable cooperation at the indemnifying Party’s expense.

12. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO 2ND ST STRATEGY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS DO NOT APPLY TO (a) CUSTOMER’S PAYMENT OBLIGATIONS, (b) BREACHES OF SECTION 2 (RESTRICTIONS) OR SECTION 9 (CONFIDENTIALITY), OR (c) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.

13. Term and Termination

This Agreement remains in effect for the Subscription Term, subject to earlier termination as set forth herein. Customer may cancel its subscription at any time through the Service or the Stripe customer portal; cancellation takes effect at the end of the then-current billing period. Either Party may terminate this Agreement for material breach by the other Party that remains uncured thirty (30) days after written notice describing the breach in reasonable detail (or ten (10) days in the case of non-payment). Either Party may terminate immediately upon the other Party’s bankruptcy, insolvency, or assignment for the benefit of creditors. Upon expiration or termination, (i) Customer’s access rights cease, (ii) Customer shall pay all Fees accrued through the effective date of termination, and (iii) each Party shall return or destroy the other Party’s Confidential Information in its possession, except that the Receiving Party may retain Confidential Information stored in electronic backup archives subject to ongoing confidentiality obligations. Upon Customer’s written request made within thirty (30) days following termination, 2nd St Strategy will make Customer Data available for export in a commercially reasonable format; thereafter, 2nd St Strategy may delete Customer Data in the ordinary course. Sections 2, 6(c), 6(d), 6(e), 7, 8, 9, 10, 11, 12, 13, and 14 shall survive any expiration or termination.

14. General

• Notices. All notices required or permitted under this Agreement shall be in writing and delivered by email to Customer’s account email address on file (with delivery deemed effective on confirmed receipt), or by overnight courier or certified mail. Notices to 2nd St Strategy must be sent to james@2ndststrategy.com.
• Governing Law and Venue. This Agreement shall be governed by the laws of the State of Illinois, without regard to conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Cook County, Illinois, and waive any objection to such venue.
• Assignment. Neither Party may assign this Agreement, in whole or in part, without the other Party’s prior written consent, except that either Party may assign this Agreement without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.
• Force Majeure. Neither Party shall be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, labor disturbance, internet or telecommunications failures, or acts of governmental authority.
• Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.
• Publicity. 2nd St Strategy may identify Customer as a customer of the Service in its marketing materials, website, and customer lists, including use of Customer’s name and logo, subject to any reasonable trademark usage guidelines provided by Customer in writing. Customer may opt out of this provision by written notice to 2nd St Strategy.
• Compliance with Law; Export. Each Party shall comply with all laws applicable to its performance under this Agreement. Customer shall not export, re-export, or permit access to the Software in violation of any applicable U.S. export control or sanctions laws.
• Anti-Corruption. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other Party in connection with this Agreement.
• Entire Agreement; Order of Precedence. This Agreement, together with the subscription details presented and accepted by Customer at Stripe checkout or in the Stripe customer portal, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings. Any preprinted terms on a Customer purchase order or similar document are void and of no effect.
• Amendments; Waivers. Any modification of this Agreement must be in writing and signed by both Parties, except that 2nd St Strategy may update these Terms by posting a revised version at pinpointiq.app/terms with reasonable notice to Customer at least thirty (30) days before the change takes effect. Customer’s continued use of the Service after the effective date of a change constitutes acceptance of the revised Terms.
• Severability. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable and reflect the Parties’ original intent.
• Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, including by electronic signature or by click-through acceptance, each of which shall be deemed an original and together shall constitute one agreement.

Privacy

Our handling of personal data is described in our Privacy Policy. Privacy questions: privacy@pinpointiq.app.