Intellectual Property. a. Your License Grant to GFunnel: Throughout the Term, you grant GFunnel a non-exclusive, royalty-free, global license to use, copy, backup, modify, display, broadcast, and transmit any of your content. This includes, but is not limited to, your website, text, images, logos, copyrights, trademarks, service marks, promotional materials, photos, audio, and video content related to your existing website, to the extent needed for GFunnel to execute the Services. This license will end upon termination of the Service Agreement. b. Ownership of Creative Deliverables and Content: Once GFunnel receives the full, unconditional payment from you, you will own all rights, title, and interest in the Creative Deliverables created under this Agreement. GFunnel preserves a non-exclusive, non-revocable license in the finished Creative Deliverables, and reserves the right to use the Creative Deliverables for advertising, publication, promotion, display, or other purposes. c. Ownership of Non-custom Website Design: Despite Section 7.b. and Section 7.d., GFunnel retains all copyrights in all non-custom website designs delivered under this Agreement as per Section 1.i. Upon a valid cancellation of this Agreement according to Section 6, and as long as full, unconditional payment has been received by GFunnel for any amounts you owe under this Agreement, you will be granted a perpetual, royalty-free, revocable, non-transferable license to use, copy, and publish any website design and related materials delivered to you under this Agreement. GFunnel reserves the right to revoke this license only if either (1) you do not fulfill the Initial Term and/or pay the waived Setup Fee, or (2) you initiate a payment dispute for any past payment. d. Websites License: GFunnel grants you, for the Term for which you have paid the applicable Fees, a non-exclusive, non-transferable, and revocable license, subject to this Agreement and any qualifications contained herein, to access and use the Websites Service to display a Websites website design. This license is limited, non-sublicensable, and intended solely for the purpose of accessing and using the Websites Service in connection with the creation of your websites hosted by GFunnel. This license to access the Websites will terminate upon cancellation or non-payment of any applicable fees. e. Work Product Ownership: All copyrightable works, ideas, discoveries, inventions, patents, products, marketing data, marketing campaigns, or other information (collectively, the "Work Product") developed in whole or in part by GFunnel during the course of this Agreement shall be the exclusive property of GFunnel. This excludes the Creative Deliverables and any materials referenced as belonging to the Client pursuant to Section 7a. f. Trademarks: All trademarks mentioned in this Agreement and those used in relation to the Services are the property of their respective owners or licensors. Except for the trademark rights explicitly granted in this Agreement, no other rights to any trademarks are conferred herein. Unauthorized use of GFunnel's trademarks without GFunnel's express written consent is prohibited. Non-Disclosure Agreement: Both parties, GFunnel, the Client, and the user of the client, as well as any associated individuals or entities within GFunnel sharing information or intellectual property, agree to maintain the confidentiality of all information and know-how communicated during this Agreement. The confidential information is identified as being proprietary and/or confidential, or by the nature of the circumstances surrounding the disclosure, ought to be treated as proprietary and/or confidential ("Confidential Information"). Both parties agree to make no use of such Confidential Information except under the terms and for the purpose of this Agreement. This confidentiality obligation shall not apply to information that: a) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; b) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party. Non-Compete Agreement: All employees, contractors, clients, users, or any associated individuals or entities within GFunnel agree not to engage in or become associated with any business, practice, or any other professional activity, directly or indirectly, that is in competition with GFunnel during their engagement with GFunnel and for a period of three (3) years following the termination of their engagement with GFunnel for any reason. Also, during their engagement with GFunnel and for a period of three (3) years following its termination for any reason, such parties agree not to solicit, induce, recruit, encourage, or otherwise endeavor to cause or attempt to cause any other employee, contractor, client, or user of GFunnel to terminate their relationship with GFunnel or to engage in any practice, business, or activity that is in competition with GFunnel. This Non-Compete Agreement, however, does not preclude any individuals or entities within GFunnel from working on tasks unrelated to the Services provided by GFunnel during their engagement or after the termination of the Agreement. Authorization and Limited License to Access GFunnel Software Platforms: Upon signing a marketing Service Agreement, and as long as your Service Agreement is active and you are current on all applicable fees or payments, you will be granted a revocable, non-transferable, non-sub-licensable, non-exclusive limited license to access the GFunnel Software Platforms. You acknowledge and agree that you neither have nor will claim any right, title, or interest in the GFunnel Platforms, including, but not limited to, GFunnel, the platforms, software, data, applications, business methods, or any other content provided through GFunnel, whether expressly, by implication, estoppel, or otherwise. All rights, title, and interest in and to the GFunnel Platforms and Services are and will remain with GFunnel. Your access to the GFunnel Platforms can only be through a web browser or mobile application. Your access will be password protected, and you agree not to share your password or allow any other person to access or use the GFunnel Platform or Services, except as expressly permitted by this Agreement. You shall not, except as this Agreement expressly permits: (a) copy, modify, or create derivative works or improvements of the GFunnel Platform or Services; (b) rent, lease, lend, sell, sublicense, distribute, publish, transfer, or otherwise make the GFunnel Platform or Services available to any person; (c) attempt to derive or gain access to the source code of the Services or GFunnel systems, in whole or in part; (d) bypass or breach any security device or protection used by the GFunnel Platforms or Services, or access or use the GFunnel Platform or Services in an unauthorized way; (e) provide to the Services or GFunnel systems, any information or materials that are unlawful or harmful; (f) impair, interfere with, or in any way harm the Services, GFunnel systems or GFunnel's services to any third party, in whole or in part; (g) remove, delete, alter, or obscure any trademarks, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property, or proprietary rights notices from any Services or other GFunnel materials, including any copy thereof; (h) access or use the GFunnel Platforms or Services in a way that infringes, misappropriates, or otherwise violates any intellectual property right or other right of GFunnel or any third party, or violates any applicable law; (i) access or use the GFunnel Platforms or Services for purposes of competitive analysis of the Services, for the development, provision, or use of a competing software service or product, or any other purpose that is detrimental to GFunnel's commercial advantage. In addition to any other remedies GFunnel may have, GFunnel may terminate this license and this Agreement if it determines, in its sole discretion, that you have violated the provisions of this license. Security and Passwords: In our service provision, we transmit user credentials across different platforms within our business ecosystem to facilitate access to the multiple software services we offer. This cross-platform transmission is designed to enhance your user experience and simplify access to our software services. For your security, you are able to update or change your password within your Portal account located at https://portal.gfunnel.com. It is your responsibility to maintain the confidentiality of your password and user credentials. We recommend you to choose a strong password and change it regularly for added security. Please note that GFunnel is not responsible for any security breaches resulting from your failure to keep your password and user credentials confidential. If you suspect any unauthorized use of your account, please notify us immediately. Representations: By signing in, accessing GFunnel software, or signing documentation, you personally affirm that: (a) you possess the authority to enter into this Agreement on behalf of the Client and commit to its obligations; (b) the execution of this Agreement by the Client has been authorized through all necessary corporate actions; and (c) upon execution of the Service Agreement, this Agreement forms a legal, valid, and binding obligation of the Client, enforceable against the Client according to its terms. Further, the Client represents that it has the right to enter this agreement and use all intellectual property, including, but not limited to, copyrighted materials and trademarks, provided to GFunnel for use in relation to the services. Agency: If you are procuring the Services on behalf of another company, you personally affirm and warrant that you have been given permission by such company to act as its representative in all matters related to the agreement. Without limiting the foregoing, you commit on behalf of each such company that it has been made aware of, and agrees to be bound by, these Terms of Service. Disclaimer of Warranties: GFunnel provides all services on an "as is" basis without any warranty of any kind and makes no representations or warranties about the suitability, reliability, timeliness, security, or accuracy of the Services. The Services are provided without any guarantee of continuous or uninterrupted availability. If the Services are interrupted or delayed, GFunnel's sole obligation will be to restore or provide such Services as soon as practical. To the maximum extent permitted by applicable law, GFunnel disclaims all warranties, either express or implied, statutory or otherwise, including warranties of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing, course of performance, usage of trade, or otherwise. Without limiting the foregoing, GFunnel makes no guarantees with respect to the performance of any product or service. Limitations of Liability: To the maximum extent permitted by law, GFunnel shall not be liable for any consequential, indirect, incidental, special, exemplary, or punitive damages, lost profits, or revenues, or diminution in value, arising out of or relating to any breach of these terms, whether or not the possibility of such damages has been disclosed in advance by Client or could have been reasonably foreseen, regardless of the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose. Except for your liability for payment of fees, your liability arising from your obligations under the indemnification section and your liability for violation of our intellectual property rights, in no event shall aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise exceed the total of the amounts you paid to GFunnel in the twelve-month period preceding the event giving rise to a claim. Without limiting the foregoing, GFunnel is not responsible for any damages due to any content, omissions, or erroneous data appearing in Client’s website, blogs, or on social media or any loss, damage, corruption, or breach of Client data within Client’s GFunnel account. We further disclaim all liability with respect to third-party products that you use in conjunction with these services. You understand and agree that without your agreement to this limitation of liability, we would not provide the services to you.