Legal
Terms of Service / Master Subscription Terms
- Effective:
- March 2025
1. Scope and acceptance
These Master Subscription Terms (the "Terms") govern access to and use of the LiveIQ AI receptionist and customer communications platform and related services (the "Services") provided by Medacquire Inc., a Delaware corporation ("LiveIQ," "we," or "us"), to the business customer identified in an Order Form ("Customer").
These Terms become binding on Customer only when an authorized representative of Customer signs an Order Form or otherwise affirmatively accepts these Terms through a process that records the terms accepted. The Services are offered to businesses only and are not intended for personal, family, or household use.
These Terms apply to agreements formed on or after their effective date. They do not retroactively replace, amend, or supersede any agreement, Order Form, or written terms previously accepted by an existing customer. Existing agreements continue on their own terms unless both parties validly agree otherwise.
2. Definitions
- "Order Form" means a document signed or affirmatively accepted by both parties that specifies the Services, locations, fees, Start Date, Initial Term, and renewal terms.
- "Start Date" means the subscription commencement date expressly stated in the Order Form.
- "Initial Term" means the initial commitment period stated in the Order Form, beginning on the Start Date.
- "Renewal Term" means each successive period of equal length to the billing period stated in the Order Form (monthly or annual), unless the Order Form states otherwise.
- "Renewal Date" means the first day of each Renewal Term.
- "Authorized Representative" means the individual who signed or accepted the Order Form on Customer's behalf, or a verified replacement designated by Customer as having authority to bind Customer.
- "Usage Charges" means separately disclosed charges for SMS, telephony, carrier, AI processing, and third-party provider usage.
- "Customer Data" means data submitted to the Services by or for Customer, including contact lists and communications content.
- "Policies" means the Fulfillment, Refund & Cancellation Policy; Acceptable Use Policy; AI Voice, SMS & Communications Policy; and Privacy Policy, each as accepted with the applicable Order Form.
3. Subscription, start date, and term
The subscription begins on the Start Date expressly agreed in the Order Form, including any clearly disclosed onboarding conditions stated there. The Initial Term, billing cycle, Renewal Date, pricing per organization or per location, number of subscribed locations, and additional-location pricing are as specified in the Order Form.
Customer's delay in providing onboarding information, content approvals, or integration credentials does not by itself postpone the Start Date or invalidate the agreed subscription term, provided LiveIQ has performed its applicable obligations. Any contrary term in the Order Form controls.
Changes in Customer's ownership, management, marketing team, operations personnel, or employees do not by themselves terminate the agreement. Legal succession, assignment, restructuring, and changes in business identity remain subject to Section 16 and applicable law.
4. Automatic renewal
Where the Order Form states that the subscription renews automatically, it will renew for successive Renewal Terms unless either party gives written notice of non-renewal at least 30 calendar days before the next Renewal Date. For annual subscriptions, missing this deadline may result in a renewal charge for the full following year.
Automatic renewal applies only where it is expressly disclosed in, and accepted through, the Order Form. LiveIQ will provide any advance renewal reminders required by applicable law.
5. Fees, invoicing, and payment
Customer will pay the subscription fees, setup or onboarding fees, and other fees stated in the Order Form, plus Usage Charges at the rates disclosed in the Order Form or an applicable rate schedule provided before the charges are incurred.
Unless the Order Form states otherwise, fees are invoiced in advance at the start of each billing period and are due within fifteen (15) days of the invoice date, or are charged automatically to the payment method on file where Customer has authorized automatic payment. Usage Charges are invoiced in arrears.
Fees exclude taxes. Customer is responsible for all applicable sales, use, value-added, and similar taxes, other than taxes on LiveIQ's net income.
Price changes take effect only at the start of a Renewal Term, after at least 30 days' prior written notice, and subject to any consent required by applicable law or the Order Form. Customer-requested scope changes take effect only when documented in a signed amendment or updated Order Form.
6. Non-refundable fees
All subscription and service fees are non-refundable once properly charged or earned, except where required by applicable law or expressly agreed in a signed agreement.
This rule is described in detail in the Fulfillment, Refund & Cancellation Policy, which is incorporated into these Terms. It does not limit Customer's rights regarding duplicate charges, billing errors, remedies required by applicable law, or remedies expressly agreed in a signed agreement.
7. Invoice disputes
Customer should submit any good-faith invoice dispute in writing to support@liveiq.ai within 10 calendar days of receiving the invoice, identifying the specific charges disputed and the reasons. Undisputed amounts remain payable when due. LiveIQ will investigate in good faith and provide supporting invoice or usage records as reasonably appropriate.
Failing to dispute within this period does not by itself waive Customer's legal rights; however, Customer's acceptance, approval, or payment of invoices may be relevant evidence of the parties' commercial dealings.
8. Late payment, suspension, and collection
As soon as an undisputed amount is past due under the applicable payment terms, LiveIQ may give written notice of nonpayment to Customer's Authorized Representative and designated billing contact. The notice must identify the overdue amount and the proposed suspension date. If the undisputed amount remains unpaid 3 calendar days after Customer receives that notice, LiveIQ may suspend the affected Services until all undisputed past-due amounts are paid. LiveIQ will not suspend solely for amounts reasonably disputed in good faith while Customer cooperates to resolve the dispute. LiveIQ will restore the affected Services without undue delay after payment. Suspension does not relieve Customer of fees for the remainder of the current term, subject to applicable law and the agreement.
Where agreed in the Order Form and permitted by law, overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and Customer will reimburse reasonable costs of lawful collection. LiveIQ may pursue outstanding amounts through lawful collection procedures.
9. Cancellation and non-renewal
Customer must provide at least 30 calendar days' advance written notice before the applicable Renewal Date to avoid that renewal. Notice received fewer than 30 days before a Renewal Date takes effect at the next Renewal Date that satisfies the notice requirement.
Example: for a subscription renewing on the first day of each month, a cancellation notice submitted January 20 does not stop the February 1 renewal. The subscription continues through February and ends on March 1, subject to the applicable agreement and law.
A cancellation notice is effective only when an Authorized Representative (a) sends a written request to support@liveiq.ai or submits it through the cancellation request form at liveiq.ai/cancel, and (b) takes part in a telephone or video cancellation conversation with an authorized LiveIQ representative. The notice date is the date that conversation takes place. Full procedures appear in the Fulfillment, Refund & Cancellation Policy.
If LiveIQ does not offer the conversation within 15 calendar days after receiving a written request, the notice date is the date that written request was received. An offer must provide a genuine opportunity to speak at mutually reasonable times without LiveIQ-caused delay beyond the applicable cancellation deadline.
Cancellation during a committed Initial Term does not end Customer's obligation to pay fees for the remainder of that term, except where required by applicable law or expressly agreed in a signed agreement. Cancellation does not retroactively invalidate amounts properly earned or charged before its effective date.
11. Service commitments
LiveIQ will provide the Services in a professional manner materially in accordance with the Order Form and applicable documentation. This Section does not establish a contractual cure period or an automatic refund entitlement for service nonperformance. Nothing in these Terms excludes any right or remedy that cannot lawfully be excluded, or alters remedies expressly agreed in a signed agreement.
LiveIQ does not guarantee uninterrupted or error-free operation, specific appointment bookings, conversion rates, campaign performance, sales, or revenue. Carrier, network, API, and third-party integration failures, and the accuracy of Customer-provided information and credentials, may affect availability and performance.
12. Intellectual property and license
LiveIQ and its licensors retain all right, title, and interest in the Services, including software, models, code, designs, algorithms, workflows, configurations, and related technology. Subject to these Terms and payment of fees, LiveIQ grants Customer a limited, non-exclusive, non-transferable license, for the subscription term, to access and use the Services for Customer's internal business purposes.
Customer will not copy, resell, redistribute, or create derivative works of the Services; reverse engineer them except to the extent this restriction is prohibited by law; access them to build a competing product; or use them in violation of the Acceptable Use Policy.
Customer retains ownership of Customer Data. Customer grants LiveIQ the rights needed to process Customer Data to provide, secure, and support the Services, as described in the Privacy Policy and any Data Processing Addendum or Business Associate Agreement. LiveIQ will not use Customer Data, including any patient information, to train generally available AI models except as permitted by the applicable agreement, applicable law, and any required consent.
13. Customer responsibilities and indemnity
Customer is responsible for the lawfulness of its contact lists, messaging content, and instructions; for obtaining and documenting all consents required for calls, texts, and recordings; and for complying with the AI Voice, SMS & Communications Policy.
Customer will defend and indemnify LiveIQ against third-party claims, fines, and penalties arising from (a) Customer's unlawful messaging or calling instructions, (b) contact lists Customer was not authorized to use, (c) Customer's failure to obtain or honor recipient consents and opt-outs within Customer's control, or (d) Customer's misuse of the Services.
14. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or goodwill, even if advised of their possibility.
To the maximum extent permitted by law, each party's total liability arising out of or relating to the agreement will not exceed the fees paid or payable by Customer to LiveIQ attributable to the 1 month immediately preceding the event giving rise to the claim. Fees prepaid or payable for a longer subscription period are allocated proportionally to that period; the cap is not determined solely by when payment was received. This fee-based measure does not shorten the time permitted by applicable law to bring a claim.
15. Disclaimers
Except as expressly stated in these Terms, the Services are provided "as is" and LiveIQ disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, to the extent permitted by law.
16. Assignment
Neither party may assign the agreement without the other's prior written consent, which will not be unreasonably withheld, except to a successor in a merger, acquisition, or sale of substantially all relevant assets, upon written notice. The agreement binds permitted successors and assigns.
17. Order of precedence
Subject to mandatory law, which always controls, conflicts are resolved in this order: (1) signed customer-specific amendments; (2) the signed Order Form, for the commercial terms it expressly specifies; (3) these Terms; (4) the incorporated Policies. An executed Business Associate Agreement or Data Processing Addendum controls the privacy, security, and data-processing matters it specifies.
Updates to these Terms or the Policies published on the website apply to new Order Forms and renewals only where Customer has received notice and accepted them, and do not automatically or retroactively supersede an existing customer's accepted agreement.
18. Disputes and governing law
Before filing any claim, a party will give written notice describing the dispute, and the parties will attempt in good faith to resolve it informally for at least thirty (30) days.
Subject to applicable law, these Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules, and the state and federal courts located in Delaware have jurisdiction. The prevailing party in an action to enforce payment obligations may recover reasonable attorneys' fees where the Order Form so provides and the law permits. Nothing in these Terms waives any right that cannot be waived by law.
19. Notices and general
Legal notices to LiveIQ must be sent to support@liveiq.ai. Notices to Customer go to the Authorized Representative's email in the Order Form. These Terms, the Order Form, and incorporated documents are the parties' entire agreement on their subject matter. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect.