Terms & Conditions

Last updated July 29, 2025.

Important Notice: Arbitration and Class Action Waiver

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT AFFECTS YOUR LEGAL RIGHTS. PLEASE REVIEW THIS AGREEMENT IN ITS ENTIRETY, INCLUDING SECTION 16 (“GOVERNING LAW, ARBITRATION, AND CLASS ACTION / JURY TRIAL WAIVER”), BEFORE USING THE PLATFORM OR SERVICES.

Acceptance of Terms

These Terms of Use (“Agreement” or “Terms”) govern your access to and use of the Propel3 platform and related services provided by Metrix Marketing under the Propel3 brand (“Propel3,” “we,” “us,” or “our”). This includes your subscription to and use of our software platform (“Platform”), on-demand marketing services (“Services”), prebuilt systems (“Launch Kits”), and any other content, tools, features, or integrations provided by Propel3 (collectively, the “System”).

By registering for an account, accessing or using the Platform, submitting a task request, or engaging with any Propel3 Services, you agree to be bound by these Terms. If you are using Propel3 on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement, and “you” or “Client” shall refer to that entity.

You further represent and warrant that:

  • You are of legal age to form a binding contract;
  • The information you provide to Propel3 is true, accurate, and complete;
  • You have read and understood this Agreement and agree to comply with it fully.

Certain components of the Platform may include or rely on third-party software or “open source” libraries governed by their own license terms. Your use of such components will be subject to those separate terms, not these Terms.

This Agreement incorporates by reference our:

Use of Platform and Services

Propel3 is a software-with-a-service platform designed for business use only. You acknowledge that Propel3 does not act as your employee, agent, or legal representative, and is not responsible for your customer relationships or outcomes resulting from your use of the Platform or Services. You are solely responsible for managing your own customers, data practices, and compliance obligations.

If you use the Platform to facilitate interactions with your own clients, leads, or users, it is your responsibility to implement your own terms of service and privacy policies to govern those relationships. Propel3 is not liable for any claims, losses, disputes, or damages arising from those third-party relationships.

We recommend that you consult legal counsel to ensure that your use of Propel3 complies with all applicable laws, industry regulations, and the provisions of this Agreement.

Definitions

As used in this Agreement, the following terms have the meanings set forth below:

Client, you, or your means the individual, business, or legal entity that accepts these Terms and uses the Platform or requests Services. This includes your employees, agents, contractors, and any authorized users under your account.

Communication Surcharges means any fees or charges passed through from telecommunications providers (e.g., SMS gateways, voice providers, etc.) associated with your use of communication tools within the Platform.

Competitor means any entity, individual, or organization engaged in building or offering marketing software, CRM platforms, SaaS solutions, or services similar to those offered by Propel3, as determined solely by Propel3. For clarity, authorized white-label resellers of the Platform are not considered Competitors.

Content means any materials you submit to Propel3, including but not limited to files, videos, graphics, data, customer lists, instructions, or other assets.

Deliverables means any files, campaigns, reports, designs, workflows, emails, landing pages, written content, or other work output created by Propel3 for the Client.

Feedback means any suggestions, ideas, recommendations, or other input you provide to Propel3 regarding potential improvements to the Platform or Services.

Fees means all charges payable by you for access to the Platform, use of Services, purchase of add-ons, or related activities.

Flight Crew refers to Propel3’s internal team of marketers, strategists, designers, developers, and support specialists who perform Services on behalf of Clients.

Information refers to any business, user, or customer data submitted by or collected from you in connection with Platform use, including but not limited to analytics, lead data, profile data, or CRM records.

Login Credentials means any username, password, API key, or token that grants access to the Platform or to third-party integrations authorized within the Platform.

Materials means all Client-owned intellectual property provided to Propel3 for use within the Platform or Services, including trademarks, copyrighted materials, branding, and proprietary content.

Platform means the Propel3 software ecosystem, including all proprietary CRM, automation tools, communication modules, booking, billing, analytics, campaign tools, and other integrated features accessed through the Propel3 interface. This includes named components such as Mission Control, Launch Kits, and any supporting modules developed or licensed by Propel3.

Platform Account means the registered account you or your business create to access and manage use of the Platform.

Platform Content means the text, images, videos, software, designs, code, databases, and other content made available by Propel3 for use inside the Platform, excluding User Contributions.

Propel3 Marks means the Propel3 brand name, logos, designs, and related marks owned or controlled by Propel3 or Metrix Marketing.

Services means any marketing, creative, strategic, consulting, design, content, advertising, lead generation, automation setup, or other professional work performed by Propel3’s internal team (“Flight Crew”) as part of a subscription or project-based engagement.

Statement of Work (SOW) refers to a separate written agreement outlining the scope, pricing, and details of any non-subscription project-based Service engagement.

Sub-Account means a separate business instance operating under a primary Platform Account.

Subscription Plan refers to any recurring paid access to Propel3 (such as Co-Pilot or Autopilot tiers) or a defined engagement with usage-based billing.

Third-Party Content means any materials, offers, or content presented by third parties within or linked to from the Platform.

Third-Party Services means external websites, tools, or platforms integrated with the Platform, including but not limited to LeadConnector, Google, Meta, or apps from the Propel3 Marketplace.

Training refers to any onboarding materials, guides, tutorials, or instructional content provided by Propel3 to help Clients understand and utilize the Platform.

User means any individual authorized by the Client to access or use the Platform, including Administrators and Sub-Account holders.

User Contributions means content or materials uploaded, published, or transmitted by you or your Users on or through the Platform.

Work Product means the completed outcome of any Service, including but not limited to digital assets, configured systems, written materials, and campaign components delivered to the Client.

1. Use of Platform and Services

1.1 Eligibility and Access Restrictions

You must be at least 18 years old to use the Platform. By creating a Platform Account or accessing any portion of the Platform or Services, you represent and warrant that you meet this requirement.

You may not access or use the Platform if you are a Competitor of Propel3 (as defined above), or if you intend to evaluate, monitor, copy, reverse-engineer, or use the Platform or Services in connection with any competing software or service offering.

1.2 Platform Account Ownership

When registering for a Platform Account, you must provide complete, current, and accurate information. The Platform is intended strictly for business use. If you accept these Terms on behalf of a business, that entity is considered the legal owner of the Platform Account. If multiple parties claim ownership, Propel3 may, at its sole discretion, suspend access until ownership is resolved with documentation or legal determination.

Platform Accounts are non-transferable without written consent from Propel3.

1.3 Intended Use

The Platform and Services may only be used for lawful business purposes and in compliance with these Terms and all applicable laws. You are solely responsible for:

  • The actions of your Users and customers
  • Ensuring that your employees, agents, and customers comply with these Terms
  • Securing all consents, licenses, and legal rights necessary to use the Platform and provide customer data to Propel3
  • Ensuring your customers are bound by terms and policies at least as restrictive as those in this Agreement

You agree not to:

  • Misrepresent the Platform or Services
  • Give access to a Competitor
  • Reverse-engineer or create derivative works from the Platform
  • Modify, translate, or remove proprietary notices or elements from the Platform

You further represent that you will cooperate with lawful requests from authorities or telecom providers related to use of the Platform.

1.4 Compliance

You are responsible for ensuring that your use of the Platform and Services complies with all applicable laws, including but not limited to data privacy laws, advertising regulations, and sector-specific compliance (e.g., HIPAA, PCI-DSS, GLBA). Propel3 makes no guarantees of legal compliance and disclaims all liability related to your legal obligations or usage.

1.5 Privacy and Data Consent

By using the Platform, you consent to Propel3’s use and disclosure of your data in accordance with the Privacy Policy. You must implement your own privacy policy for your end-users that meets or exceeds the standards set forth by Propel3.

You agree to:

  • Obtain affirmative consent from your users for any data you collect, transmit, or share
  • Provide and enforce your own privacy policy and terms of service
  • Not resell or use data from third-party sources such as People Data Labs in violation of their Acceptable Data Use Policy or applicable law

1.6 Login Credentials & Security

You are responsible for maintaining the confidentiality and security of your Login Credentials and Platform Account. You agree to:

  • Notify Propel3 immediately of any suspected unauthorized access or security breach
  • Restrict access to authorized Users only
  • Allow Propel3 to monitor or access your account for support, security, and compliance

Propel3 reserves the right to disable your Login Credentials or restrict access at any time if a violation of these Terms is suspected.

1.7 Communications Features and Surcharges

If you use communication tools available in the Platform—such as SMS, MMS, voice, or email—you are responsible for complying with all applicable laws, including but not limited to the TCPA, CAN-SPAM, and Do Not Call regulations.

You acknowledge:

  • You control and initiate all communications
  • Propel3 is not the sender of any communications
  • Communication Surcharges will apply and are subject to the LeadConnector Terms of Service LeadConnector Terms of Service.

1.8 Third-Party Services and Integrations

You may choose to access certain Third-Party Services through the Platform. You are responsible for enabling and managing the integration of each Third-Party Service. If Propel3 assists in configuring, integrating, or recommending a Third-Party Service as part of the Services (e.g., as part of a Launch Kit or marketing setup), such assistance is offered without warranty or liability for the third party’s behavior, policies, or performance.

By purchasing or connecting Third-Party Services via the Platform, you authorize Propel3 to share your data with those providers as needed to facilitate functionality. You represent and warrant that:

  • You have secured all necessary consents to import or transmit customer data via any Third-Party Service
  • You are the rightful owner or lawful controller of any imported data

Propel3 disclaims any liability for:

  • Changes, deletions, or misuse of data by Third Parties

  • Downtime or outages from Third-Party Services

  • Legal or compliance implications related to your use of third-party tools, platforms, or vendors

Your use of Third-Party Services is governed by your separate agreement with those providers, and you assume all risk in doing so. Propel3 may modify the Platform at any time, including changes that may affect the functionality, compatibility, or integration of Third-Party Services.

If your Platform Account is paused or deleted, certain features, including email accounts, phone numbers, and other connected services, may not be recoverable. If your account remains paused for more than 30 days and Propel3 continues to incur costs (such as for reserved phone numbers), Propel3 may, at its discretion and without liability, release or delete associated data or access.

1.9 Third-Party Content

The Platform may contain content, offers, or materials provided by third parties (“Third-Party Content”). This content is used at your own risk. Propel3 does not endorse, control, or guarantee the accuracy, legality, or usefulness of any Third-Party Content and assumes no liability for your interaction with it.

Statements and opinions expressed in Third-Party Content are solely those of the provider. You are responsible for ensuring your use of or interaction with such content complies with these Terms and applicable law.

1.10 Excessive Use and Trials

Propel3 may limit Platform or Services usage if we determine that your activity is excessive, abusive, or significantly exceeds the intended capacity of your Subscription Plan.

This may include:

  • Overuse of system resources or excessive data throughput
  • High-volume task submissions or queue abuse under the Services subscription
  • Any activity that results in disproportionate operational cost

If so, Propel3 may:

  • Require you to upgrade your plan or convert to a usage-based model
  • Restrict or throttle access
  • Pause or terminate your account

Trial access is limited and may not be used back-to-back to avoid payment. Users abusing the trial system may be permanently banned from using the Platform or Services.

1.11 Platform Updates

Propel3 may update or change the Platform or its Services at any time, including changes that alter or remove previously available features or workflows.

You acknowledge that your use of Propel3 is not contingent upon the availability of any specific roadmap item, feature, campaign style, or third-party integration, even if discussed during onboarding or Services delivery.

1.12 International Use and Export Compliance

If you are in an embargoed country or are a sanctioned person or entity, you are prohibited from using the Platform or Services. Propel3 makes no representation that materials on the Platform or delivered through the Services are appropriate or available for use in locations outside of Canada or the United States. Those who choose to access the Platform or request Services from other locations do so on their own initiative and at their own risk. If you choose to use the Platform or receive Services from outside Canada or the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products or services purchased over the Internet.

You agree to comply with all economic sanctions and export control laws, rules, and regulations, including without limitation the regulations promulgated by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. Department of the Treasury’s Office of Foreign Assets Control (collectively, “Export Control Laws”). By using the Platform or engaging with the Services, you agree not to use, export, import, sell, release, or transfer the Platform, the Services, or any software, technology, deliverables, or content that supports the Platform or Services in violation of any such Export Control Laws.

Specifically, and without limitation, the Platform, the Services, or any software or technology that supports the Platform or Services may not be exported, transferred, released, or provide access:

  • into any U.S. embargoed countries (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions, Russia and Belarus—each a “Prohibited Jurisdiction”); or
  • to anyone included in the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable restricted party list.

You represent, warrant, and covenant that:

(i) You are not named on, or owned or controlled by any party named on, any U.S. government’s (or other government’s or international body’s) list of persons or entities prohibited from receiving U.S. exports or transacting with any U.S. person;

(ii) You are not a national of, located in, or an entity (or a director/employee/agent/representative of such entity) registered in, any Prohibited Jurisdiction, or an entity that is or has been greater than 50% owned or controlled by any person or persons described in clause (i);

(iii) You are not a Military End User and will not use the Platform or Services for Military End Use, as defined in 15 C.F.R. § 744.21;

(iv) You will not permit your users to access or use the Platform or Services or provide any services to any person(s) in violation of any Export Control Laws;

(v) No user data created or submitted by You is subject to any restriction on disclosure, transfer, download, export, or re-export under the Export Control Laws; and

(vi) You will comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which You and Your Users are located.

You further agree that You will not use the Platform or Services to disclose, transfer, download, export, or re-export, directly or indirectly, any of your user data or content to any country, entity, or other party that is ineligible to receive such items under the Export Control Laws or under other laws or regulations to which You may be subject.

You acknowledge that the Platform, Services, and other related software may not be available in all jurisdictions, and that You are solely responsible for complying with the Export Control Laws. Any offer for any product, Services, and/or information made in connection with the Platform or Services is void where prohibited. Propel3 reserves the right to terminate access to any Platform Account or suspend Services for any user or entity it determines to be a prohibited end-user or engaged in prohibited end-use, without liability.

1.13 Artificial Intelligence Use

Before using Artificial Intelligence (“AI”) features of the Platform or Services, you must ensure that you are located in a jurisdiction that allows the use of AI tools. If you elect to use any AI-based features, including those used in the delivery of Services (e.g., content generation, copywriting, automation recommendations), you are responsible for ensuring compliance with Propel3’s Artificial Intelligence Acceptable Use policy which is attached hereto as Exhibit B and may be updated from time to time.

1.14 Domain Names

If you use the Platform or Services to purchase or register a domain name, Propel3 will purchase it on your behalf and will be the listed registrant by default. You must use the domain name in compliance with these Terms and all applicable laws. Upon written request, Propel3 will transfer the domain name to you. A domain transfer fee may apply.

You agree to indemnify and hold harmless Propel3 from any claims, demands, losses, or legal fees arising out of your use of any domain purchased or managed through the Platform or Services, including claims based on breach of these Terms or violations of applicable domain name, trademark, or other laws.

1.15 Customer Account Transfer Requests

As a Propel3 customer, your account is operated as a sub-account within the Propel3 platform. If you wish to transfer your account to another service provider or agency, or migrate your sub-account off Propel3’s platform, you may submit a written transfer request.

Propel3 will honor reasonable transfer requests, provided that:

  • Your account is in good standing (i.e. no outstanding payments or violations of these Terms);
  • The transfer request is made by the authorized account owner; and
  • Any applicable transfer fees or outstanding invoices are paid in full.

Transfer requests may include migration of assets such as campaigns, workflows, contacts, funnels, websites, and associated configuration. Propel3 will make commercially reasonable efforts to support the transfer, subject to platform limitations.

Propel3 reserves the right to deny or delay transfers:

  • If your account is in material breach of these Terms;
  • If the request involves data that infringes on third-party rights or violates law; or
  • If security or compliance concerns arise during the review process.

Propel3 does not retain ownership of your workflows, assets, or customer data. Upon approved transfer, your account data will no longer be accessible via Propel3, and Propel3 will have no further obligation to maintain, host, or support the account.

Propel3 reserves the right to charge a one-time account migration or export fee to cover administrative time, platform usage, and/or resource allocation involved in fulfilling the transfer.

1.16 Bug Bounty

Propel3 does not maintain a public bug bounty program and does not pay for vulnerability reports. You are prohibited from conducting or commissioning any form of penetration testing, network probing, vulnerability scanning, or other security assessment of the Platform or any Propel3 systems or infrastructure, whether automated or manual, except as expressly permitted in writing by Propel3 in advance.

Unauthorized access or testing may result in legal action and immediate termination of your access to the Platform and Services.

1.17 Ecommerce and Online Sales

You are solely responsible for any products, services, or digital goods you offer or sell through the Platform or that are delivered, configured, or supported as part of the Services. This includes:

  • Accurate listing information (descriptions, prices, taxes, disclaimers, etc.)
  • Legal compliance with local, state, provincial, federal, and international ecommerce laws
  • All customer service, fulfillment, refunds, and disputes

You agree to:

  • Provide publicly accessible contact information, refund policy, and order fulfillment timelines on any ecommerce site, landing page, or checkout flow managed through the Platform or Services
  • Ensure that your store, listings, and materials comply with all applicable laws and do not infringe on the rights of any third party
  • Operate your store and ecommerce workflows under your own terms and risk, including any automations, checkout funnels, or sales tools configured by the Flight Crew

Propel3 does not:

  • Pre-screen ecommerce materials or products
  • Provide refunds on your behalf
  • Act as the merchant of record
  • Assume responsibility for your legal or financial obligations to customers

Propel3 reserves the right, at its sole discretion, to remove or disable any content, material, or campaign from the Platform if it is found to violate these Terms or Propel3’s Code of Conduct.

You acknowledge that any contract of sale made through the Platform or enabled by Services is directly between You and your customer. You are the sole seller of record for all transactions. Propel3 may offer similar services or Platform access to your competitors without restriction.

You further acknowledge and agree that Propel3 employees and contractors may also be customers or merchants and may compete with You. Propel3 is not liable for any disputes, damages, losses, or litigation resulting from your ecommerce activity or content. You are responsible for ensuring that your customer-facing terms do not conflict with these Terms.

1.18 Client Responsibilities

You agree to: (a) respond to requests for content, feedback, and approvals in a timely manner; (b) ensure submitted materials are complete, accurate, and free of rights infringement; and (c) submit task and revision requests using the tools designated by Propel3. You acknowledge that delays or failure to meet these responsibilities may impact timelines, deliverables, or your ability to fully utilize the Services. Propel3 is not responsible for delays or reduced performance resulting from your inaction or incomplete inputs.

2. White Labeling and Resale

2.1 White Label Access (By Approval Only)

Propel3 does not offer white-labeled access to the Platform or Services by default. Exceptions may be granted, at Propel3’s sole discretion, in select enterprise, franchise, or agency partnership use cases. If such access is granted, the following terms apply in full to both the Platform and any Services delivered under the Propel3 brand (including but not limited to design, content, automation, email marketing, CRM setup, and strategy work performed by the Flight Crew).

White label permissions may be revoked at any time, with or without notice or cause.

2.2 Resale Restrictions

If you are authorized to resell the Platform and/or Services:

  • You are fully liable for the delivery, support, and outcomes of your customer relationships
  • You may not direct customers to Propel3 for support, strategy, billing, revisions, or communication
  • You are responsible for your own terms of service, privacy policy, and fulfillment standards for your clients
  • Complaints, performance issues, or violations of these Terms may result in the suspension or termination of your resale privileges

Reselling Propel3 Services (e.g. graphic design, copywriting, website tasks, automation setup) under your brand does not transfer any ownership of Propel3 systems, content, or internal processes.

2.3 Minimum Advertised Price (MAP Policy)

If you are authorized to white-label and resell access to the Platform or Services, you must comply with Propel3’s Minimum Advertised Price (“MAP”) Policy:

  • You may not publicly advertise Platform or Services access for less than Propel3’s Standard Price:
    • Platform: $499/month or $4,990/year
    • Co-branded Services Package: $2,999/month (Co-Pilot)
    • White-labeled Services Package: $4,999/month (Autopilot)
  • The MAP Policy applies to Advertised Prices after discounts, rebates, gift cards, or promotional offers
  • Final Prices charged at checkout are not regulated by the MAP Policy

You may bundle Platform and Services into custom offerings, but if those bundles include two or more core Platform features or any recurring Services, your Advertised Price must meet or exceed Propel3’s current MAP levels.

Propel3 reserves the right to update Standard Prices and MAP enforcement at any time. Special offers run by Propel3 do not create exemptions.

2.4 Lifetime License Restriction

You may not resell lifetime access to any Propel3 Platform features or Services, whether bundled or standalone, without prior written approval from Propel3. All resale and licensing must follow a recurring billing structure (e.g. monthly, annually).

Propel3 reserves the right to grant or revoke exceptions at its sole discretion.

2.5 MAP Exceptions and Regional Limitations

Exceptions to the MAP Policy may be granted in writing by Propel3. Additional limitations apply:

  • MAP does not apply to private in-store pricing that is not publicly visible
  • In the EU and UK, MAP does not prevent you from offering discounts or stating that Final Prices may vary
  • MAP does not apply in jurisdictions where such policies are unenforceable by law—but you may not use that to circumvent pricing controls in valid regions

2.6 White Label License Terms

If white-label access is granted, Propel3 grants you a limited, non-exclusive, non-transferable, revocable license to:

  • Resell access to the Platform and/or Services under your own brand
  • Modify cosmetic aspects of the Platform within supported limits (e.g., logos, color schemes, domain)
  • Represent certain Services (e.g., content, creative, campaign delivery) as being performed by your agency or team

You are solely responsible for ensuring that your branding, marketing claims, and sales practices are legally compliant. Propel3 does not guarantee full rebranding capability. Propel3 may remove or override your white-labeled materials at any time.

If you attempt to publish a white-labeled version of the Platform or Service portal (e.g. a client dashboard or app store listing), you do so at your own risk. Propel3 is not responsible for any review delays or rejections.

2.7 Prohibited Conduct

If you are granted permission to white-label or resell Propel3’s Platform or Services, you agree not to engage in any illegal, deceptive, misleading, or unethical conduct. This includes, but is not limited to:

  • Disparaging or misrepresenting the Propel3 Platform, Services, team, systems, or results

  • Making false claims about your affiliation, partnership, or endorsement by Propel3

  • Representing yourself or your organization as an employee, contractor, agent, or official representative of Propel3

  • Directing your customers to contact Propel3 for support, revisions, strategy, billing, or account issues

  • Soliciting any existing Propel3 client, account, or partner, directly or indirectly, to cancel their Propel3 access in order to switch to your white-labeled version or offering

  • Advertising or distributing marketing content that compares your white-labeled version to Propel3’s branded Platform or Services in a way that implies superiority or feature advantage

  • Offering Platform or Service access in a manner that misleads customers about source, fulfillment, or ownership

  • Using Propel3’s content, materials, documentation, workflows, deliverables, or underlying systems in any other product, training, or service offering without written permission

You will not, and may not attempt to, acquire any ownership interest or rights in the Propel3 Platform, Services, or any associated technology or content. If any rights are acquired by operation of law or otherwise, you hereby assign all such rights to Propel3 at no cost and without limitation.

Any white-labeled assets, deliverables, automations, or creative work delivered via the Services remain governed by these Terms and do not grant resale, sublicense, or reuse rights beyond the scope of client use unless otherwise agreed in writing.

2.8 Suspension and Termination

Propel3 may suspend or terminate your ability to white-label or resell access to the Platform or Services at any time, for any reason, including but not limited to:

  • Violation of this section or any part of the Terms

  • Non-compliance with the MAP Policy or pricing restrictions

  • Customer complaints, repeated misrepresentation, or public confusion

  • Any conduct determined, in Propel3’s sole discretion, to harm the Propel3 brand, user experience, team, platform, or market positioning

Suspension or termination may be immediate and without refund or notice. Propel3 is not liable for any lost revenue, customer contracts, business impact, or reputation harm resulting from termination of your resale or white-label access.

3. Code of Conduct

You represent and warrant that your use of the Platform and any engagement with Propel3 Services will comply with the Propel3 Code of Conduct, as outlined in Exhibit A (or other officially published version of the policy). This applies to all activities within the Platform, as well as all Service requests, interactions, communication, content submissions, and use of deliverables.

Propel3 reserves the right to enforce its Code of Conduct at its sole discretion. Violations of this Agreement, including the Code of Conduct, may result in suspension, limitation, or immediate termination of your access to the Platform, Services, or both. Propel3 may pursue any remedies available under law or contract in response to such violations.

4. Payment

4.1 Fees and Auto-Renewal

You agree to provide accurate and complete billing information, including your legal name, billing address, email address, credit card or payment method, and telephone number. You are responsible for updating this information within ten (10) days of any change.

Your access to the Platform and/or use of Propel3 Services is subject to the timely payment of all applicable fees (“Fees”). Fees may include, without limitation: subscription fees, communication surcharges, usage-based fees, wallet charges, pre-paid service commitments, and charges for add-on or third-party services resold by Propel3. Fees may change from time to time.

Subscription Fees are billed in advance of Services on a monthly or annual basis, depending on your selected plan. Usage-based Fees, including but not limited to Communication Surcharges, are billed monthly in arrears based on actual usage and may appear as separate line items on your invoice. You authorize Propel3 to automatically charge the payment method on file when Fees become due.

4.2 Wallets and Rebilling

Your Propel3 Platform Account may include a wallet feature that allows you to preload funds to cover subscription fees, usage-based charges (such as communication surcharges), and pre-approved Services. By using the wallet, you authorize Propel3 to automatically deduct funds from your wallet to satisfy any Fees due.

If your wallet reaches a negative balance, Propel3 may charge your default payment method on file to restore the balance and avoid service interruption or overdraft.

Rebilling functionality is only available to authorized white-label or reseller accounts. If your account is approved to resell the Platform or Services under a separate agreement, you may use the wallet to manage pass-through billing for your customers. You are solely responsible for setting, collecting, and remitting any such charges. Propel3 is not liable for your customer disputes, pricing, chargebacks, or errors related to rebilling.

You may disable wallet auto-reload at any time in your account settings.

4.3 Late Payments and Payment Disputes

If, for any reason, your credit card company declines or otherwise refuses to pay the amount owed for your subscription or Services, Propel3 will re-attempt to charge the card on file for a period of seven (7) business days. If payment cannot be processed after multiple attempts, Propel3 may suspend or force-cancel your Platform Account and/or pause any active Services at its sole discretion. You remain responsible for any overdue amounts, including third-party chargeback fees, penalties, and interest, which Propel3 may require you to pay using other methods acceptable to Propel3.

If legal action is necessary to collect any amounts due, you agree to reimburse Propel3 for all related expenses, including legal fees and costs. To dispute a charge, you must notify Propel3 in writing within thirty (30) days of the invoice date. You must continue to pay all undisputed Fees while any dispute is under review. Failure to follow this process waives your right to dispute the charge. You agree to act reasonably and cooperate with Propel3 to resolve any payment dispute. Propel3’s final determination regarding disputed amounts is binding.

4.4 Cancellations

You may cancel your subscription through your Platform Account or by submitting a support ticket. Cancellations must be made prior to the next billing cycle to avoid further charges. You are solely responsible for ensuring that all associated Services are properly canceled. Propel3 does not offer refunds for failure to cancel, partial usage, or unused Services.

4.5 Markups

If you resell any Services or Platform features, you are solely responsible for any markups, pass-through Fees, and related taxes, including disputes, chargebacks, and customer communications. Propel3 will not intervene in financial or contractual disputes between you and your customers. You are responsible for ensuring the accuracy and legality of any financial transactions conducted using Propel3 billing tools or Services.

4.6 Refunds

4.6.1 Nonrefundable Fees

All Fees charged by Propel3 are nonrefundable, including subscription Fees, Communication Surcharges, usage-based fees, and resold Third Party Services, regardless of usage level or access. You are responsible for any Fees incurred due to user error, overages, or configuration mistakes. Propel3 does not offer refunds or credits for unused time, incomplete usage, or misapplied configurations. Propel3 may, in its sole discretion, issue account credits in limited situations. All refund decisions by Propel3 are final.

4.6.2 Pre-paid and Minimum Commitment Subscriptions

Some Services require pre-payment, minimum term commitments, or purchase of add-ons that cannot be canceled once enabled. These may include, but are not limited to, advertising packages, HIPAA compliance upgrades, and Third Party Services. Unused or canceled portions of such services are nonrefundable. Propel3 may provide account credits, at its discretion, for early cancellation of prepaid Services. Minimum commitment subscriptions will continue to be billed until fulfilled in full.

4.6.3 Wallet Credit Refunds

If your Platform Account or Services are canceled, terminated, or expired, it is your responsibility to request a refund of any unused wallet funds. If no refund request is made within thirty (30) days of cancellation, Propel3 will deem the wallet funds forfeited and retain them as its property.

4.7 Taxes and Government Assessments

All Fees listed are exclusive of applicable taxes, duties, levies, and assessments unless otherwise stated. You are solely responsible for all applicable taxes arising from your use of the Platform and Services, including resale activities. Propel3 may collect and remit taxes where legally required or deemed appropriate. You agree to indemnify Propel3 for any claims, liabilities, or penalties resulting from your failure to properly assess or remit taxes. Taxes are nonrefundable.

If required, you must provide a valid VAT or GST number. Propel3 may rely on the billing address and contact details you provide to determine the appropriate tax treatment. If your tax status changes or you provide new tax documentation after a charge is made, no retroactive tax refunds will be issued. You agree to pay any applicable withholding taxes in addition to the listed Fees.

5. Affiliate Program

Propel3 offers an Affiliate Program under which commissions can be earned for referring new customers to Propel3. Your participation in the Affiliate Program is subject to Propel3’s approval and your acceptance of the Affiliate Agreement, a copy of which is available here and is incorporated herein by reference. You must establish a payment account linked to your Propel3 account in order to earn and receive commission payouts. Commissions may be forfeited if Propel3 is unable to submit payment to your payment account for any reason. Employees of Propel3 are not eligible to participate in the Affiliate Program or earn commissions for at least six (6) months after termination of their employment with Propel3.

6. Intellectual Property

6.1 Platform & Service Content

The Platform, Services, and associated content (“Platform Content”) are the property of Propel3 or its licensors and are protected by copyright, trademark, and other intellectual property laws, except as indicated below. Platform Content does not include User Contributions, as defined below. Propel3 grants you a personal, royalty-free, non-assignable, revocable, and non-exclusive license to access and use the Platform Content while using the Platform and/or Services solely for business purposes. Any other use, including the reproduction, modification, distribution, transmission, republication, framing, display, or performance of Platform Content without prior written permission from Propel3 is strictly prohibited.

6.2 Propel3 Marks and Advertisements

Propel3’s name, logo, and associated marks (including but not limited to Propel3, PropelThree, Mission Control, Flight Crew, Launch Kits) are trademarks and service marks of Metrix Marketing and may not be used without prior written permission from Propel3, including but not limited to use as part of a company name, domain name, or in connection with any product or service not offered by Propel3, or in any manner likely to cause confusion or misrepresentation. Unless you are authorized to white-label or resell Propel3’s offerings, you may not remove or obscure any Propel3 marks or proprietary notices from the Platform, Services, or associated deliverables. Third-party references to Propel3 marks do not imply endorsement, sponsorship, or affiliation. You will not make any unauthorized representations or false, misleading, or deceptive statements regarding Propel3, its Platform, or its Services, nor include Propel3 in any comparative or promotional marketing content without express written consent.

6.3 User Contributions

User Contributions are considered non-confidential and non-proprietary. You grant Propel3, its service providers, and their licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and disclose your User Contributions solely as necessary to fulfill Propel3’s obligations under these Terms. Propel3 assumes no liability for the content or accuracy of User Contributions and reserves the right to remove any contributions deemed to violate these Terms. You warrant that you have all rights necessary to grant this license and that your User Contributions comply with applicable laws and these Terms.

6.4 Prohibited User Contributions

You may not upload or distribute User Contributions that:

(i) are unlawful, abusive, defamatory, or otherwise inappropriate;

(ii) promote hate or discrimination based on race, gender, religion, nationality, or other protected status;

(iii) infringe on any intellectual property or privacy rights; or

(iv) compromise the security of the Platform or Services.

6.5 Feedback

If you provide Feedback, you agree and acknowledge that your submission of Feedback is voluntary, non-confidential, and gratuitous, and Propel3 and its affiliates have no obligation to use the Feedback. You grant Propel3 and its designees a perpetual, irrevocable, non-exclusive, fully-paid up and royalty-free license to use any Feedback you submit to Propel3 without restrictions or payment or other consideration of any kind, or permission or notification to you or any third party. The license includes, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Feedback, and all rights therein, in the name of Propel3 or its designees throughout the universe in perpetuity in any and all media now or hereafter known.

6.6 Feedback Waiver

You hereby irrevocably release and forever discharge Propel3 from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against Propel3 with respect to the Feedback, including without limitation how Propel3 directly or indirectly uses the Feedback. You agree that you are responsible for the content of the Feedback and further agree (at Propel3’s option and at your sole expense) to defend, indemnify, and hold Propel3 harmless from any and all actions, claims, and liabilities, demands, whether absolute or contingent and of any nature whatsoever, damages, losses, costs, fees, fines or expenses, including reasonable attorneys’ fees, which Propel3 may incur as a result of use of the Feedback in accordance with these Terms.

6.7 Copyright; Digital Millennium Copyright Act

Propel3 is an online service provider and is afforded safe harbor from copyright infringement liability under the Digital Millennium Copyright Act under 17 U.S.C. § 512. If you believe that Your copyrights have been infringed by a Propel3 user, or that your intellectual property rights have been otherwise violated by a user of our Platform, you should notify us of your infringement claim in accordance with the procedure set forth below. You may submit a DMCA Takedown Request or a DMCA Counter-Notice by completing the forms located at propel3.com/DMCA. If you include any personally identifiable information in your DMCA Takedown Request or Counter-Notice, you consent to the disclosure of that personally identifiable information when providing a copy of the Takedown Notice of Counter-Notice to the intended recipient and/or their representatives. Upon receipt of a fully compliant DMCA Takedown Request, Propel3 will notify and provide a copy of the DMCA Takedown Request to the alleged infringer. Propel3 will make reasonable efforts to remove the allegedly infringing content in a reasonable amount of time after receipt of the fully compliant DMCA Takedown Request. The alleged infringer may submit a DMCA Counter-Notice by completing the forms located at propel3.com/DMCA. Upon receipt of a fully compliant DMCA Counter-Notice, Propel3 will send a copy of the Counter-Notice to the original complaining party. Unless the original complaining party files an action seeking a court order against the content provider, member or user, the removed content may be reposted, or access to it restored, in 10 business days or more after receipt of the Counter-Notice, at Propel3’s sole discretion.

Alternatively, you may email a DMCA Takedown Request or Counter-Notice in the forms described below to legal@propel3.com (Subject line: “DMCA Takedown Request”) with a physical copy mailed to the designated copyright agent address below.

Metrix Marketing (dba Propel3)
Attention: Copyright Agent
#25 – 6950 120 Street Surrey, BC, V3W 3M7, Canada

To be effective, the notification must be in writing and contain the information below. DMCA Takedown Requests or Counter-Notices that do not comply with the following requirements will be rejected and not processed:

For DMCA Takedown Requests:

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  • a description of the copyrighted work or other intellectual property that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on the Platform, with enough detail that we may locate it;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

For Counter-Notices:

  • your physical or electronic signature;
    identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
  • a statement that you have a good-faith belief that the content was removed or disabled as a result of a misidentification of the content; and
  • your name, address, telephone number, and email address, and a statement that you will accept service of process from the persona who provided notification of the alleged infringement.

6.8 Usage Data

Propel3 may access, collect, analyze, and use the data, information, or insights generated or derived from the provision, use and performance of the Platform, the Service and related software, programs, and technologies (“Usage Data”) in accordance with our Privacy Policy. Propel3 owns all such Usage Data. If Propel3 desires to disclose any Usage Data, then Propel3 will anonymize all Usage Data in such disclosure and disclose such Usage Data in aggregate form only in a manner that does not identify You or your customers and would not permit a third party to identify You or your customers.

6.9 Service Deliverables and License

Except as otherwise agreed in writing, all content, assets, and deliverables produced by Propel3 in the course of providing Services to you (“Deliverables”) remain your property upon full payment of applicable Fees. Propel3 grants you a perpetual, non-exclusive, royalty-free license to use, modify, and reproduce the Deliverables for your internal business purposes. Propel3 retains no rights in the Deliverables except for the limited right to reference them in portfolios or marketing materials, unless you request otherwise in writing.

7. Disclaimers

Propel3 makes no guarantees that your business will be profitable and that you will make money using the Platform or the Services. Except as otherwise set forth in these Terms, Propel3 is not providing any business opportunities with use of the Platform and/or Service.

THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. YOUR USE OF THE PLATFORM AND SERVICES IS AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR SYSTEMS OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. YOU AGREE THAT PROPEL3 HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY INFORMATION OR CONTENT MAINTAINED OR TRANSMITTED ON OR THROUGH THE PLATFORM OR AS PART OF THE SERVICES.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM OR SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (D) CERTAIN FEATURES WILL BE ADDED TO THE PLATFORM OR SERVICES, OR (E) THE QUALITY OF THE PLATFORM OR SERVICES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE THAT PROPEL3 IS NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF YOUR DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK.

PROPEL3 MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY OR THIRD PARTY SERVICES, OR IN CONNECTION WITH THE PLATFORM OR SERVICES, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM FROM A THIRD PARTY OR THROUGH THIRD PARTY SERVICES IS PROVIDED SOLELY BY SUCH THIRD PARTY.

WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE PLATFORM, SERVICES, OR ANY FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE PRICING STRUCTURE AND THE ADDITION OF FREE OR FEE-BASED SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT PLATFORM OR SERVICES SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

BETA PRODUCTS OR EARLY RELEASE PRODUCTS

FROM TIME TO TIME, YOU MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH PROPEL3 WHERE YOU GET TO USE EARLY RELEASE OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY PROPEL3. THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS” AND “AS AVAILABLE” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. PROPEL3 DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. YOU OR PROPEL3 MAY TERMINATE YOUR ACCESS TO THE BETA PRODUCTS AT ANY TIME.

Propel3 Services may rely on or integrate with third-party tools and platforms, including but not limited to design, communication, automation, or analytics systems. Propel3 makes no representations or warranties regarding third-party platforms and is not responsible for errors, delays, or unavailability caused by those systems, or for any changes they may make to their services or pricing.

8. Limitation of Liability, Indemnification, and Mitigation

Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of the Platform or the Services shall be limited to the amount you paid us for Services purchased on the Platform during the three (3) month period before the act giving rise to the liability. This limitation does not apply if you only use the free Services. In such cases, if Propel3 is determined to have any liability to you or any third party arising from your use of the free Services, Propel3’s aggregate liability will be limited to one hundred U.S. dollars (USD $100).

IN NO EVENT SHALL PROPEL3 BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM MALICIOUS CODE, LOSS OF USE, DATA, OR PROFIT, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM, THE SERVICES, OR THIRD PARTY SERVICES OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE PLATFORM.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY SERVICES OR DISRUPTIONS THEREOF, OR THIRD PARTY PROMISES AND/OR STATEMENTS REGARDING OUR PLATFORM, SERVICES, OR CONTENT, OR FOR TRANSACTIONS WITH A THIRD PARTY THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

You agree to defend, indemnify, and hold Propel3 harmless against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs, or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the Platform or the Services (“Claims”), including, but not limited to:

(a) our use of or reliance on information or data supplied or to be supplied by you, your employees, agents, or customers;
(b) any breach of or default under these Terms by you, your employees, agents, or customers;
(c) the wrongful use or possession of any Propel3 property by you, your employees, agents, or customers;
(d) any negligence, gross negligence, or willful misconduct by you or your employees, agents, or customers;
(e) misrepresentations by you, your employees, agents, or customers;
(f) violation(s) of applicable law by you, your employees, agents, or customers;
(g) your actions and the actions of your employees, agents, or customers;
(h) the acts or omissions of you, your employees, agents, or customers in connection with providing notice and obtaining consents regarding the origination or content of SMS, MMS, email, or other communications using the Services;
(i) Taxes and other Fees; and/or
(j) any disputes between (1) you and other users; (2) you and your client(s); and/or (3) you and your customers.

If the Platform or Services are found to violate any third-party intellectual property rights, we may, at our sole option:
(a) obtain the right for you to continue using the Platform or Services as contemplated by these Terms;
(b) modify or replace the Platform or Services, in whole or in part, to make them non-infringing; or
(c) require you to immediately cease any use of the affected Platform or Services.

9. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR THE SERVICES MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

10. Injunctive Relief

You agree that a breach of these Terms will cause irreparable injury to Propel3 for which monetary damages would not be an adequate remedy, and Propel3 shall be entitled to seek equitable relief, including but not limited to injunctive relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

11. Waiver and Severability

No waiver by Propel3 of a term or condition set forth in these Terms shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of Propel3 to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

12. Change of Control

Propel3 may assign its rights under these Terms at any time, without notice to you. You may not assign your rights under these Terms without Propel3’s prior written consent, which may be withheld at Propel3’s sole discretion.

13. Entire Agreement

Except as noted below, these Terms constitute the sole and entire agreement between you and Propel3 with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform. These Terms may not be altered, supplemented, or amended by the use of any other document(s) unless such document is signed by an authorized representative of Propel3. Propel3 may enter into a separate agreement with you. The terms of any separate agreement between you and Propel3 will be considered a part of your entire agreement with Propel3. To the extent there is a conflict between these Terms and the terms of your separate agreement with Propel3, your separate agreement with Propel3 will control.

14. Term and Termination

These Terms will remain in full force and effect so long as you maintain an active Platform Account or continue to receive Services from Propel3. The sections of these Terms that are intended to survive termination of your Platform Account or cessation of Services will remain binding even after you are no longer a user of the Platform or recipient of Services.

14.1 Grounds for Termination

You agree that Propel3, in its sole discretion, may suspend or terminate your access to the Platform and/or Services (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom. Any suspected fraudulent, abusive, or illegal activity may be grounds for immediate termination of your access to the Platform and/or Services, and may be reported to the proper authorities if necessary. Propel3 reserves the right to delete Platform Accounts that have remained inactive for ninety (90) days or more.

14.2 No Right to Services Upon Termination

Upon termination, and regardless of the reason(s) motivating such termination, your right to use the Platform and/or receive Services will immediately cease. Propel3 shall not be liable to you or any third party for any claims for damages arising from any termination or suspension or any other actions taken by us with respect to your access to the Platform or Services.

14.3 No Termination by Third Party Users

Propel3 has limited administrative access to subscriptions or service engagements not directly purchased from Propel3. Any user who has been granted access to the Platform or to Services by a third party must contact that party for any inquiries related to suspension, cancellation, or termination.

14.4 Force Majeure

In addition to any excuse provided by applicable law, Propel3 shall be excused from liability for non-delivery or delay in delivery of the Platform, the Services, or any associated deliverables arising from any event beyond our reasonable control, whether or not foreseeable by either party. These events may include, without limitation: labor disturbances, war, fire, accident, adverse weather, supply chain disruptions, governmental act or regulation, or any similar causes or events.

15. Applicable Law, Binding Arbitration, and Class Action Waiver

PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY. IT REQUIRES YOU TO RESOLVE MOST DISPUTES WITH PROPEL3 THROUGH BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS.

These Terms, and any disputes arising out of or relating to your use of the Platform and/or Services, shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without giving effect to any choice or conflict of law provision or rule. These Terms may be translated into other languages; however, the English version shall govern in all cases.

Any controversy or claim arising out of or relating to these Terms, your use of the Platform and/or Services, or any dispute between you and Propel3, shall be exclusively and finally settled by binding arbitration administered in accordance with the domestic arbitration rules of British Columbia then in effect. Arbitration shall take place in Surrey, British Columbia, Canada. Any arbitration award may be entered and enforced in any court of competent jurisdiction.

All claims and disputes subject to arbitration under these Terms must be arbitrated on an individual basis only. You and Propel3 agree that no arbitration or legal proceeding shall be joined with another person’s claim, and that class arbitration, class actions, or representative actions are not permitted.

16. Communications and Contact Information

All notices to a party shall be in writing and shall be made via email. Notices to Propel3 must be sent to legal (at) propel3.com. You agree to allow us to submit notices to you either through the email address you provided when registering, or to any address we have on record. Notices are effective on receipt.

Propel3 may contact you regarding these Terms using any information you provide, or by any other means if you do not provide contact Information. If you no longer wish to receive communications from Propel3, you can click on the “unsubscribe link” provided in such communications or contact us at privacy (at) propel3.com.

When you create a Platform Account, you must designate a primary email address that will be used for receiving electronic communication related to these Terms. Propel3 will never send you an email requesting confidential information such as account numbers, usernames, or passwords, and you should never respond to any email requesting such information. If you receive such an email purportedly from Propel3, do not respond to the email and notify Propel3 by emailing us at legal (at) propel3.com.

For all other feedback, comments, requests for technical support, and other communications relating to the Platform or the Terms, please contact us at or by mail at:

Propel3 c/o Metrix Marketing
ATTN: Legal Department
#25 – 6950 120 Street
Surrey, BC, V3W 3M7, Canada

EXHIBIT A: CODE OF CONDUCT

The following are considered Prohibited Uses of the Platform or Services. Engaging in a Prohibited Use constitutes a material breach of these Terms, and may result in immediate suspension or termination of your Platform Account in accordance with the Terms.

General Misuse

  • Use of the Platform or Services in any way that violates any applicable law or regulation.

  • Use of the Platform or Services in a country that prohibits or restricts the use of Artificial Intelligence.

  • Use of the Platform or Services to exploit, harm, or attempt to exploit or harm anyone in any way.

  • Use of the Platform or Services to send, receive, upload, download, use, or re-use any material that does not comply with these Terms.

  • Use of the Platform or Services to transmit, or procure the sending of, any unlawful advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or similar solicitation.

  • Impersonating or attempting to impersonate Propel3, a Propel3 employee, another user, or any other person or entity.

  • Engaging in conduct that restricts or inhibits anyone’s use or enjoyment of the Platform or Services.

  • Engaging in conduct that may, as determined by Propel3, harm users or Propel3, or expose either to liability.

Interference and Access Violations

  • Use of the Platform or Services in a manner that disables, overburdens, damages, or impairs functionality.

  • Use of automated tools (robots, spiders, scrapers, etc.) to access or monitor Platform content without prior written consent.

  • Manual copying or monitoring of Platform content without Propel3’s written permission.

  • Interference with the proper functioning of the Platform or Services using devices, software, or disruptive routines.

  • Introduction of malicious software such as viruses, worms, logic bombs, or other harmful technologies.

  • Attempting to gain unauthorized access to, interfere with, damage, or disrupt Propel3 systems or infrastructure.

  • Attacking the Platform via denial-of-service (DoS) or distributed denial-of-service (DDoS) attacks.

Restricted and Prohibited Content

  • Content involving child sexual exploitation or abuse.

  • Sexually explicit content.

  • Content that is hateful, harassing, or violent.

  • Content used to promote abusive, deceptive, or fraudulent activity.

This includes but is not limited to:

  • Promoting or facilitating spam, scams, phishing, or malware.

  • Gaining unauthorized access to systems, users, or data.

  • Violating privacy laws or appropriating confidential information.

  • Presenting AI-generated content as human-authored in a deceptive way.

  • Disinformation, astroturfing, or manipulation of public discourse.

  • Academic dishonesty or plagiarism.

High-Risk or Regulated Activities

  • Participation in or facilitation of illegal activities.

  • Instructions or tools for criminal behavior.

  • Gambling or payday lending.

  • Cryptomining.

  • Use of Services for decisions related to credit, employment, education, or public assistance.

  • Unauthorized legal, medical, or financial advice.

  • Criminal justice or law enforcement decision-making.

  • Military, warfare, or weapons applications.

  • Management of critical infrastructure (energy, transport, water).

  • Political campaigning or lobbying in violation of applicable laws.

EXHIBIT B: ARTIFICIAL INTELLIGENCE ACCEPTABLE USE POLICY

The AI-powered features of the Platform are provided as part of Propel3’s Services and may only be used in compliance with all applicable laws, regulations, and industry standards. This includes, but is not limited to:

  • Data protection and privacy regulations (e.g., GDPR, CCPA)

  • Financial industry guidelines (e.g., PCI DSS)

  • Intellectual property rights

  • Geographic or jurisdictional restrictions

  • Prohibitions against automated decision-making with legal or similarly significant effects

Prohibited AI Uses

You may not use the Platform’s AI features:

  • In any way that discriminates against individuals or groups based on religion, race, gender, sexual orientation, national or ethnic origin, political beliefs, disability, health status, age, criminal convictions, or trade union membership.

  • To engage in biased, defamatory, harassing, bullying, intimidating, or otherwise inappropriate behavior.

  • To generate individualized advice that in the ordinary course would require a licensed professional, including but not limited to legal, medical, tax, or financial advice.

  • Without clearly disclosing to end-users when they are interacting with AI-based systems such as voice or chatbot assistants.

  • To create assets using generative AI that are offensive, unprofessional, abusive, or disrespectful.

  • To transmit or expose confidential or sensitive customer information without appropriate safeguards.

  • To overload, disable, or impair websites or systems, including launching automated scripts (e.g., robots, spiders, offline readers) that exceed reasonable usage limits.

  • To spread misinformation, engage in malicious or deceptive activities, or otherwise use AI features in ways that may harm individuals or society.

  • In any manner that violates the Propel3 Terms, including the Acceptable Use Policy (Exhibit A) and all other Platform rules.

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