Terms of Service

These Terms of Service (including all other terms and policies referenced herein, collectively, the “Terms”) form a binding legal agreement between Company (“Company”, “we,” “us,” or “our”) and you, whether you are an individual or acting on behalf of a legal entity. These Terms govern your access to and use of Company’s platform (the “Platform”). These Terms also govern your access to and use of Company’s publicly available website and related pages (the “Site”), including by visitors who access or browse the Site without creating an account or subscribing to the Services. The Platform provides AIassisted tools delivered as a softwareasaservice (“SaaS”) solution that enables users to access certain tools, features, functionalities, services, and resources made available by Company from time to time under an active subscription plan (each, a “Subscription Plan”) as set forth and defined in Section 2 (collectively, the “Services”), as further described in these Terms and on the applicable Order Form (as defined below). For purposes of these Terms, “you,” “your,” and “User” refer to the individual or entity accessing or subscribing to the Services. Throughout these Terms, you and Company may be referred to individually as a “Party” and collectively as the “Parties.”

BY SUBSCRIBING TO, REGISTERING TO USE, LOGGING INTO, ACCESSING, OR USING THE SERVICES OR OTHERWISE INDICATING YOUR ACCEPTANCE TO THESE TERMS WHENEVER THE OPTION IS PRESENTED TO YOU: (A) YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND THE MOST CURRENT VERSION OF THESE TERMS; (B) YOU ARE REPRESENTING THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT WITH US; (C) YOU ARE ACCEPTING THESE TERMS AND AGREEING THAT YOU ARE LEGALLY BOUND BY THESE TERMS; (D) YOU ARE AGREEING THAT THESE TERMS WILL BE DEEMED TO SATISFY ANY REQUIREMENT UNDER APPLICABLE LAW THAT AN AGREEMENT BETWEEN YOU AND US BE IN WRITING; AND (E) YOU ARE AGREEING THAT YOUR ACTIONS IN REGISTERING FOR OR LOGGING INTO THE SERVICES OR OTHERWISE INDICATING YOUR AGREEMENT TO THESE TERMS WILL BE DEEMED TO BE YOUR VALID AUTHENTICATED SIGNATURE FOR PURPOSES OF ANY APPLICABLE LAW REQUIRING THAT THESE TERMS BETWEEN YOU AND US BE SIGNED BY YOU IN WRITING. FOR THE AVOIDANCE OF DOUBT, THESE TERMS ARE APPLICABLE TO YOU REGARDLESS OF THE TYPE OF SUBSCRIPTION PLAN (AS DEFINED BELOW) SELECTED, AS INDICATED ON THE APPLICABLE ORDER PAGE (AS DEFINED BELOW).

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER LEGAL ENTITY (A “LEGAL ENTITY”) THAT IS NOT A NATURAL PERSON, YOU ACKNOWLEDGE, REPRESENT, AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH LEGAL ENTITY TO THESE TERMS, AND REFERENCES TO “YOU” AND “YOUR” IN THESE TERMS WILL ALSO BE READ TO REFER TO THAT LEGAL ENTITY.

YOUR ACCESS TO AND USE OF OUR SERVICES ARE ALSO SUBJECT TO OUR PRIVACY TERMS (THE “PRIVACY POLICY”) AND DATA PROTECTION AGREEMENT (“DPA”), THE TERMS OF WHICH CAN BE FOUND DIRECTLY ON OUR SERVICES INCORPORATED HEREIN BY REFERENCE: (I) PRIVACY POLICY: https://transactionflow.com/privacy-policy; AND (II) DPA https://transactionflow.com/data-processing. BY USING THE SERVICES, YOU CONSENT TO THE TERMS OF BOTH THE PRIVACY POLICY AND THE DPA

IF YOU DO NOT AGREE TO THESE TERMS, OR IF YOU DO NOT HAVE THE REQUISITE AUTHORITY OR CAPACITY TO ENTER INTO THEM, DO NOT CLICK THE “ACCEPT” BUTTON OR CHECK ANY BOX TO ACCEPT THESE TERMS, AND YOU MUST NOT ACCESS, OR USE THE SERVICES. YOU AGREE AND ACKNOWLEDGE THAT ACCESSING OR USING ANY PORTION OF THE SERVICES IN ANY MANNER CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS IN THEIR ENTIRETY.

PLATFORM IS A TECHNOLOGY PLATFORM AND IS NOT A LICENSED BROKERAGE, ATTORNEY, OR FIDUCIARY ADVISOR. NOTHING IN THE SERVICES CONSTITUTES LEGAL, BROKERAGE, OR PROFESSIONAL ADVICE.

ARBITRATION NOTICE FOR USERS IN THE UNITED STATES: THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND COMPANY AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND COMPANY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. Changes to these Terms

We may amend these Terms at any time by posting the updated version on our Services, and you acknowledge that each time you use the Services, you agree to the then-current version. Any modifications become effective as of the “Last Updated” date above. We may provide notice of changes by sending you an email, posting a notice through the Services, or updating the “Last Updated” date. For material changes that adversely affect core functionality or fees, we will provide at least thirty (30) days’ prior notice via email or in-product notice. If you do not agree to such material changes, you may terminate your Subscription Plan at the end of your current period without penalty. By clicking an “I Agree” button or checkbox presented with the modified Terms, or by continuing to access or use the Services, you confirm your agreement to the modified Terms. If you do not agree to any modification, you must stop using the Services. We encourage you to review these Terms regularly to understand the conditions that apply to your access and use of the Services.

2. Services Overview

2.1 Platform Overview

Company provides a hosted, software-as-a-service (“SaaS”) platform (the “Platform”) that enables authorized users to access and utilize a comprehensive suite of tools designed to support process management, business operations, client relationship management, and artificial intelligence–driven workflows (collectively, the “Services”). The Services are intended solely for licensed professionals, transaction coordinators, and authorized personnel acting on behalf of such professionals so as to facilitate process management, and associated professional workflows, including document processing, compliance tracking, communications, marketing support, licensing coordination, and operational automation. Access to the Services is provided on a subscription basis (each, a “Subscription Plan”), subject to applicable fees, billing terms, and usage limitations specified at the time of purchase or as otherwise agreed in writing. Subscription fees are generally processed through Stripe or another payment processor designated by Company, and continued access to the Services is contingent upon timely payment of all applicable fees. Company reserves the right to modify Subscription Plan offerings, features, functionality, and pricing upon reasonable notice, as permitted by these Terms and applicable law. The Platform may incorporate, depend upon, or interoperate with third-party technologies, services, and integrations. Accordingly, certain features or functionalities of the Services may be subject to the availability, performance, and terms of such third-party providers, and Company does not guarantee the continued availability of any specific third-party integration. The Services are intended solely for lawful use by professionals and authorized users in connection with legitimate business operations and may not be used for unrelated commercial or personal purposes.

2.2 Core Platform Functionality

All Subscription Plans provide access to Company’s integrated platform, which may include tools and features relating to: (i) process management (including deals, documents, workflows, calendars, communications, and digital signing); (ii) client relationship management (including CRM, client engagement tools, and review management); and (iii) business growth and analytics (including artificial intelligence tools, analytics, websites, network capabilities, training resources, and financial tracking). The specific features available to a User may vary based on the applicable Subscription Plan.

2.3 Artificial Intelligence Features (AI Functionality”)

As part of the Services, Company provides access to an internal artificial intelligence–powered assistant (“AI Functionality”), which is designed to support workflows, including process management, document processing, communications, and operational automation. AI Functionality operates within the Platform and leverages authentication and authorization frameworks to access Customer Data in accordance with applicable permissions. Based on User configurations and workflows, AI Functionality may generate content and autonomously initiate or send communications (including email, SMS, and notifications), update transaction records, coordinate with third parties, and execute workflow automations on the User’s behalf. You acknowledge and agree that all such actions are taken at your direction, and you remain solely responsible for all communications and activities conducted through the Services. Use of AI Functionality is included as part of the applicable Subscription Plan (unless otherwise specified in an Order Form) and is subject to commercially reasonable usage limitations.

2.4 Subscription Plan Structure

Company offers Subscription Plans based on the size of the User’s team (as measured by the number of licensed agents) and the level of functionality selected (Base or Pro). Each Subscription Plan is designed to provide a comprehensive and scalable solution tailored to the User’s operational needs, and include the following:

• Base Subscription Plan. The Base Plan provides full access to Company’s core

platform functionality and is designed as a complete, all-in-one solution for managing your business operations. Base Plan features generally include tools for process management, client relationship management, and business growth, including access to AI Functionality, analytics, websites, and training resources, along with standard branding customization. The Base Plan is intended to function as a fully operational platform without requiring additional upgrades. However, certain premium features, administrative delegation capabilities, and enhanced support services are not included in the Base Plan and may be available only through the Pro Plan or as paid add-ons.

• Pro Subscription Plan. The Pro Plan includes all features available in the Base Plan and

adds enhanced functionality designed to support scalability, operational efficiency, and delegation. Pro Plan features may include advanced tools such as virtual staging, safety-related features, mileage tracking, and priority customer support. Additionally, Pro Plans include a designated allotment of administrative user seats (“Admin Seats”), enabling Users to grant limited platform access to non-licensed personnel (such as transaction coordinators or assistants) for purposes of supporting business operations. The Pro Plan is intended for Users who require increased operational infrastructure, delegation capabilities, and enhanced support.

• Solo Subscription Plan (1 Agent) The Solo Plan is designed for individual licensed real

estate professionals operating independently. Under the Base configuration, Solo users receive full access to the core platform features necessary to manage transactions, clients, and business growth activities within a single-user environment. Under the Pro configuration, the Solo Plan includes additional features such as virtual staging, safety tools, mileage tracking, priority support, and one (1) Admin Seat. The Solo Plan is intended for independent professionals seeking a streamlined yet powerful platform with optional scalability.

• Small Team Subscription Plan (2–5 Agents) The Small Team Plan is designed for teams

consisting of two (2) to five (5) licensed agents. This plan enables multiple Users to operate within a shared platform environment, facilitating collaboration, centralized process management, and coordinated client engagement. Under the Base configuration, all authorized Users receive full access to core platform features. Under the Pro configuration, the plan includes enhanced features and one (1) Admin Seat for team support, as well as priority support and additional operational tools. This plan is intended for teams transitioning toward structured, collaborative workflows.

• Medium Team Subscription Plan (6–10 Agents). The Medium Team Plan is designed for

teams consisting of six (6) to ten (10) licensed agents operating at a higher level of transaction volume and organizational complexity. This plan supports centralized management of multiple transactions, clients, and communications across a larger team. Under the Pro configuration, the Medium Team Plan includes additional advanced features and two (2) Admin Seats, enabling greater delegation of operational responsibilities to support personnel. This plan is intended for growing teams that require both technological infrastructure and administrative support to scale effectively.

• Large Team Subscription Plan (11–15 Agents). The Large Team Plan is designed for

teams consisting of eleven (11) to fifteen (15) licensed agents managing a high volume of transactions and requiring enhanced coordination and operational support. The Base configuration provides all core platform functionality across all Users. Under the Pro configuration, the plan includes advanced features and three (3) Admin Seats, enabling significant delegation to administrative staff and transaction coordinators. This plan is intended for established teams with complex workflows and substantial operational demands.

• Subscription Plan (16+ Agents). For organizations consisting of sixteen (16)

or more licensed agents, Company offers customized Plans. Pricing, feature access, Admin Seat allocation, and service levels for Plans are determined pursuant to a separate Order Form or negotiated agreement. Plans may include customized features, expanded administrative capabilities, and tailored support.

2.5 Checkout Disclosures and Acceptance

In connection with your purchase and use of the Services, Company may require you to review, acknowledge, and affirm certain disclosures presented at checkout or onboarding, including acceptance of these Terms, the Privacy Policy, the DPA AI-related disclosures, subscription commitment terms, communications consent (including under TCPA), and acknowledgments regarding Company’s role as a technology provider. Such disclosures may be presented through clickthrough agreements, checkboxes, or similar mechanisms and are incorporated into these Terms by reference. Your affirmative acceptance of such disclosures constitutes your legally binding agreement to the terms reflected therein. You agree that such disclosures are presented in a clear and conspicuous manner, are not unconscionable, and form a material part of this agreement. To the extent Company processes any Personal Data on your behalf in connection with the Services, such processing shall be governed by the DPA.

3. Your Account

3.1 Account Activation

To access and use the Services, you must register for and establish an account (an “Account”). As part of the registration process, you agree to provide true, accurate, current, and complete information (collectively, “Registration Data”) and to maintain and promptly update such information to ensure it remains accurate and complete at all times. You must be at least eighteen (18) years of age to create an Account. Company may offer or require the use of multi-factor authentication (“MFA”), and administrators of team or enterprise accounts may require MFA for their authorized users. While Company is not obligated to verify the accuracy of your Registration Data, we reserve the right to suspend or terminate your Account, or restrict access to the Services, if we reasonably believe that any Registration Data is inaccurate, misleading, or incomplete. Access to your Account is limited to the authorized users permitted under your applicable Subscription Plan. Except as expressly permitted under your Subscription Plan, each individual user must maintain a separate Account. You may not share login credentials with unauthorized individuals or allow multiple users to access the Services through a single Account. Shared accounts or credential pooling are strictly prohibited. You are solely responsible for maintaining the confidentiality and security of your Account credentials and for all activities conducted under your Account.

3.2 Account Eligibility. By using the Services, you represent that you are above the age of eighteen (18) years old

Additionally, we must not have previously disabled your account for a violation of law or any of our policies. By using the Services, you will comply with these Terms and all applicable local, State, Federal, and international laws, rules, and regulations. If you access the Site without an Account, you agree to use the Site solely for lawful purposes, including browsing information about Company, submitting inquiries, or registering for Service. If you are accepting these Terms on behalf of another legal entity, including a business or a government, you represent that you have full legal authority to bind such entity to these Terms.

3.3 Account Responsibility

You are solely responsible for all activities conducted under your Account. If you authorize any employees, contractors, team members, or other third parties to access or use the Services through your Account, you are fully responsible for ensuring that such individuals comply with these Terms, and any act or omission by such individuals shall be deemed your act or omission. You are solely responsible for maintaining the confidentiality and security of your Account credentials, including your username, password, and any other authentication information. You agree not to share your Account credentials or permit access to your Account by any unauthorized person. The use of another user’s account or credentials is strictly prohibited. Company shall not be liable for any loss or damage arising from or related to any unauthorized access to or use of your Account. You acknowledge and agree that you are responsible for any losses incurred by Company or any third party resulting from such unauthorized use.You agree to promptly notify Company of any actual or suspected unauthorized use of your Account, breach of security, or violation of these Terms.

3.4 Disabling Accounts

We reserve the right to disable your Account at any time, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your Account which, in our sole discretion, would or might cause damage to or impair the Services or infringe or violate any third-party rights, or violate any applicable laws or regulations.

4. Services

4.1 License to the Services; Platform Access

Subject to the terms and conditions of these Terms and your selected Subscription Plan, Company grants you a limited, non-exclusive, non-transferable, and non-assignable right, during the period in which you maintain an active Subscription Plan, to access and use the Services. The Services are provided as a subscription-based software-as-a-service (SaaS) offering and are licensed, not sold, and your rights are limited to those expressly granted herein. Company will provide you with remote access to the Platform during your active Subscription Plan. Certain functionalities of the Services, including AI Functionality features, may depend on third-party providers, models, or integrations, and Company does not guarantee the continued availability of any specific third-party service or integration.

4.2 Maintenance

You acknowledge that maintenance activities may be performed from time to time, including bug fixes, updates, enhancements, and the introduction of new features. Company will use commercially reasonable efforts to perform routine scheduled maintenance during non-business hours and to minimize disruption to the Services. Except where maintenance is reasonably expected to materially impact availability, Company is not obligated to provide advance notice of such activities.

4.3 Modifications to Services

Company may update, modify, enhance, or discontinue any aspect of the Services at its discretion. If a material adverse change is made to core functionality, Company will provide reasonable notice through the Services or via email. You acknowledge that the Services may be periodically unavailable or degraded due to maintenance, updates, or factors beyond Company’s reasonable control, including internet performance or infrastructure limitations. You further acknowledge that AI Functionality and other AI-driven features are evolving technologies, and Company may modify or replace underlying models, capabilities, or functionalities as part of ongoing improvement efforts.

4.4 Beta Features

Company may make certain features or services available on a trial or evaluation basis, clearly designated as beta, pilot, limited release, or similar (“Beta Features”). Beta Features are provided on an “as is” and “as available” basis without warranties, support, service level commitments, or indemnification obligations. Company does not guarantee that any Beta Feature will be made generally available or, if released, that it will be substantially similar to its trial version. Company may suspend or terminate access to Beta Features at any time in its discretion.

4.5 Technical Requirements

You are solely responsible for obtaining and maintaining the hardware, software, internet connectivity, and other technical requirements necessary to access and use the Services. Company does not warrant that the Services will be compatible with all devices, browsers, or operating systems.

4.6 Third-Party Content

The Services may contain or provide access to links, integrations, or connections to third-party websites, platforms, tools, services, or other resources (collectively, “Third-Party Content”). Such Third-Party Content may include, without limitation, payment processors, communication services, data providers, or other external platforms that interoperate with the Services. Company does not own, control, endorse, or assume responsibility for any Third-Party Content, including its accuracy, availability, legality, quality, security, or reliability. Company expressly disclaims all liability arising from or related to your access to or use of Third-Party Content. Your use of any Third-Party Content is at your own risk and may be subject to separate terms, conditions, and privacy policies imposed by the applicable third party. Any transactions, communications, or interactions between you and any third party are solely between you and such third party, and Company shall not be responsible or liable for any loss, damage, or dispute arising from such interactions. Links to third-party resources are provided for convenience only and do not imply endorsement, sponsorship, or affiliation with Company.

4.7 Third-party Platform Dependencies; Flow Down Terms

The Services are built upon, integrate with, and rely upon certain third-party platforms, infrastructure, and service providers, including without limitation customer relationship management, communications, automation, and data processing platforms (collectively, “Underlying Platforms”), including providers such as third-party customer relationship management, communications, automation, and data processing platforms and similar and similar vendors. You acknowledge and agree that: (i) The Services function as an intermediary software layer that enables you to utilize functionality made available in part through such Underlying Platforms; (ii) Company does not control and is not responsible for the performance, availability, security, or functionality of any Underlying Platform;(iii) Your use of certain features of the Services may be subject to, and governed by, additional terms, conditions, and restrictions imposed by such Underlying Platforms;(iv) Company is not liable for any outages, errors, changes in functionality, data loss, or disruptions caused by or attributable to any Underlying Platform; and (v) You agree to comply with all applicable third-party terms to the extent such terms apply to your use of the Services. Additional terms and conditions required by certain Underlying Platforms may be incorporated into these Terms and set forth in Schedule A; Third-Party Platform Terms, which is incorporated herein by reference. In the event of a conflict between Schedule A and these Terms, Schedule A shall control solely with respect to the applicable third-party platform requirements.

4.8 Open Source and Third-Party Software

Certain components of the Services may incorporate or rely upon third-party software, libraries, or open-source components that are subject to separate license terms. To the extent applicable, your use of such components is governed by the respective third-party or open-source license terms, and not exclusively by these Terms. Nothing in these Terms restricts your rights under, or grants you rights that supersede, any applicable third-party license.

5. User Restrictions and Obligations; Disclaimers

5.1 You agree to use the Services solely for lawful purposes and in connection with legitimate business operations consistent with the intended use of the Platform

The Services are designed for use by licensed professionals and authorized personnel in connection with such activities, and any use outside of these intended purposes is strictly prohibited. You must comply with these Terms and all applicable laws and regulations. By accessing or using the Services, you represent, warrant, and agree that you will not, and will not permit any third party to:

• License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the Services available to any third party in any manner;
• Disassemble, decompile, reverse engineer, or otherwise attempt to derive the source code, underlying structure, algorithms, or trade secrets of the Services;
• Modify, copy, reproduce, create derivative works from, or otherwise exploit any features, functions, workflows, prompt structures, automation sequences, outputs, or underlying logic of the Services to develop or support a competing product or service;
• Use the Services, AI Functionality, or any outputs, data, workflows, or interactions generated through the Services to develop, train, fine-tune, evaluate, benchmark, or improve any competing software, artificial intelligence system, workflow automation system, or technology platform;
• Copy, extract, scrape, harvest, crawl, spider, or otherwise access or collect any data or content from the Services by automated or manual means;
• Access or attempt to access the Services, systems, networks, or data by any unauthorized means or in a manner that circumvents any technical, security, or authentication controls;
• Use the Services in any manner that could harm, disrupt, degrade, or compromise the performance, integrity, or security of the Services or any related systems or data, including introducing viruses, malware, ransomware, or other harmful code;
• Share account credentials with unauthorized individuals, permit unauthorized access, or misrepresent your identity, credentials, licensing status, or affiliation with any organization;
• Use the Services if you are a direct competitor of Company or for purposes of developing, supporting, or enabling a competing product or service, except with Company’s prior written consent;
• Remove, alter, or obscure any proprietary notices, trademarks, logos, or other intellectual property notices of Company, or challenge or assist others in challenging Company’s intellectual property rights;
• Use the Services in violation of any applicable laws, regulations, or industry standards, including without limitation those relating to data protection, privacy, telemarketing, fair housing, anti-discrimination, and licensing;
• Upload, transmit, store, or process any content that is unlawful, infringing, harmful, or malicious, or for which you do not have all necessary rights, consents, or permissions, including any Protected Health Information (“PHI”) absent a valid Business Associate Agreement (“BAA”);
• Use the Services in any false, misleading, deceptive, or fraudulent manner, or to harass, stalk, exploit, or otherwise harm any individual or entity;
• Use the Services, outputs, workflows, or underlying structures for competitive benchmarking, reverse engineering analysis, or comparative evaluation intended to replicate or compete with the Services;
• Observe, analyze, manipulate, exploit, or attempt to circumvent any artificial intelligence or automated features of the Services, including AI Functionality, through prompt injection, adversarial inputs, or similar techniques designed to bypass system controls;
• Represent, imply, or suggest that outputs generated by AI Functionality or other AI functionalities constitute professional advice from a licensed attorney, broker, financial advisor, or other professional;
• Use the Services to send unsolicited or unlawful communications, including spam, or otherwise violate applicable communications laws, including the CAN-SPAM Act and similar regulations;
• Download, export, reproduce, or otherwise use any data, content, or materials obtained through the Services in a manner that violates these Terms or applicable law.

Any use of the Services in violation of this Section constitutes a material breach of these Terms and may result in immediate suspension or termination of your access, in addition to any other remedies available at law or in equity.

5.2 Content Disclaimer

“Customer Data” means all data, information, content, contacts, communications, documents, and materials that you or your users upload, submit, store, transmit, or create within the Services. To the extent Customer Data includes Personal Data, Company’s collection, use, and processing of such Personal Data shall be governed by the Privacy Policy and, where applicable, the DPA. As between you and Company, you retain ownership of Customer Data, subject to the limited rights granted to Company under these Terms to operate, provide, improve, and support the Services. “Aggregated Data” means data and information derived from Customer Data or use of the Services that has been aggregated, anonymized, and de-identified using commercially reasonable industry standards such that it cannot reasonably be used to identify any individual, household, client, or transaction, whether alone or in combination with other data reasonably available to Company or any third party. Aggregated Data shall not be considered Personal Data or Customer Data. All Aggregated Data is exclusively owned by Company and constitutes Company’s proprietary data, regardless of the source of the underlying data. All right, title, and interest in and to Aggregated Data, including all intellectual property rights therein, shall vest automatically in Company upon creation. For the avoidance of doubt, Aggregated Data does not include and will not be used to identify you, your clients, or your transactions. Company may use, analyze, commercialize, license, sell, transfer, or otherwise exploit Aggregated Data for any lawful business purpose, including in connection with product development, benchmarking, analytics, research, marketing, and any merger, acquisition, financing, or sale of assets. For purposes of applicable data protection laws, you are the data controller (or equivalent) of Customer Data, and Company acts as a data processor (or service provider) processing such data on your behalf in accordance with your instructions and the DPA.

5.3 Artificial Intelligence Disclaimer

Company provides artificial intelligence and machine learning functionalities integrated within the Platform (collectively, the “AI Functionalities”), including AI Functionality. AI Functionalities operate using probabilistic systems and may generate outputs that are inaccurate, incomplete, biased, or otherwise unreliable. Company makes no representations or warranties regarding the accuracy, completeness, reliability, legality, or usefulness of any outputs generated by AI Functionalities. You are solely responsible for reviewing, verifying, and approving all AI-generated outputs prior to use or reliance and may not rely on Company to validate such outputs. Company does not monitor, review, or approve outputs or communications generated by AI Functionality, including emails, SMS messages, or other automated communications. You are solely responsible for all outputs and communications generated through the Services, including those initiated or sent by AI Functionality on your behalf, and for ensuring compliance with all applicable laws, regulations, and industry standards, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and applicable state privacy and solicitation laws. Company does not review or screen AI-generated outputs for compliance with intellectual property laws, privacy laws, or other legal requirements. You are solely responsible for ensuring that your use, distribution, and reliance on AI-generated outputs comply with applicable law and do not infringe or violate the rights of any third party. AI-generated outputs do not constitute professional advice of any kind, including legal, financial, medical, or clinical advice, and must not be relied upon as such. Any decisions or actions taken based on AI-generated outputs are made at your sole risk. The Services are not intended to store or process Protected Health Information (“PHI”) unless the parties have entered into a valid, HIPAA-compliant Business Associate Agreement (“BAA”). In the absence of a BAA, you must not upload, input, or process PHI through the Services. To the maximum extent permitted by law, Company disclaims all liability arising from or related to the AI Functionalities, including any errors, omissions, inaccuracies, or actions taken based on AI-generated outputs. The AI Functionalities are provided on an “as-is” and “as-available” basis, and you assume all risks associated with their use, including any damage to or loss of data. Company may monitor and manage usage of AI Functionalities to prevent abuse, excessive consumption, or system degradation, and may implement rate limits, usage thresholds, or other controls in its reasonable discretion. Where practicable, Company will provide advance notice prior to materially restricting standard usage. You further acknowledge that AI-generated communications, including SMS messages, emails, and automated outreach initiated by AI Functionality, may create legal or regulatory risk if not properly reviewed. You are solely responsible for reviewing and approving all such communications prior to transmission and for ensuring compliance with applicable communication and solicitation laws.

5.4 User Responsibility Disclaimer

You are solely responsible for any decisions, actions, communications, and outcomes arising from your use of the Services, including any interactions with Your Customers or third parties. You acknowledge that use of the Services does not create any fiduciary relationship between you and Company or any of its affiliates.

5.5 Communications and SMS Program

By providing your contact information or using the Services, you consent to receive communications from Company, including emails, SMS messages, and notifications, either directly from Company or through AI Functionality acting on your behalf, in connection with your use of the Services and related transaction activities. Message frequency may vary based on transaction activity, user configurations, and system usage. Users who submit information through the Site, including for waitlists, early access, or product updates, consent to receive communications from Company related to platform updates, service offerings, and marketing. Submission of such information does not guarantee access to the Services, availability of features, or eligibility for any specific pricing or benefits, including any Founding Member or promotional offerings. You may opt out of receiving communications or request assistance at any time by contacting Company or by using applicable opt-out mechanisms. You may opt out of SMS communications by replying “STOP” to any message and may obtain assistance by replying “HELP” or contacting Company. You represent and warrant that you have obtained all necessary consents and authorizations from any third parties prior to initiating or facilitating communications through the Services. You further acknowledge that you may be required to provide express consent to such communications at checkout or onboarding through clear and conspicuous disclosures, which are incorporated into these Terms by reference. For purposes of all applicable laws, including without limitation the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and applicable state telemarketing, privacy, and communications laws, you are deemed the “sender” and “initiator” of all communications transmitted through the Services, including those generated or sent by AI Functionality on your behalf. You are solely responsible for ensuring that all communications comply with such laws and regulations, including obtaining all required prior express consent, including prior express written consent where applicable, and including all legally required opt-out mechanisms (such as “STOP” functionality for SMS and unsubscribe links for email communications).You agree not to send bulk unsolicited communications or use the Services in any manner that could negatively impact the integrity, reputation, or deliverability of Company’s communication systems. You agree to indemnify, defend, and hold harmless Company and its affiliates from and against any claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or related to your communications, your failure to obtain required consents, or your violation of applicable laws governing communications. Such obligations include, without limitation, claims arising under the TCPA, CAN-SPAM Act, state telemarketing laws, “Do Not Call” regulations, or similar laws. Nothing in this Section limits your obligations under applicable data protection laws or the DPA with respect to Personal Data used in communications.

5.6 Company Responsibility Disclaimer

Company is a technology provider and not a brokerage, attorney, or licensed advisor. Use of the Services does not create any fiduciary relationship. You remain solely responsible for compliance with licensing laws and professional obligations. Content made available on the Site is provided for general informational purposes only and does not constitute legal, financial, real estate, or other professional advice. You should not rely solely on such content when making business or professional decisions.

5.7 Customer Relationships; Independent Terms Required

You acknowledge and agree that you are solely responsible for your relationships, interactions, agreements, and communications with your clients, customers, prospects, and third parties (collectively, “Your Customers”). Company does not act as a party to any transaction between you and Your Customers and does not assume any responsibility for such relationships. You agree that: (i) You are solely responsible for implementing and maintaining your own terms of service, privacy policy, and other agreements governing your relationship with Your Customers; (i) You are solely responsible for any representations, warranties, communications, offers, or commitments made to Your Customers; (iii) Company shall have no liability for any claims, disputes, or damages arising from or related to your interactions with Your Customers; and (iv) You acknowledge that Company is not responsible for any reliance by Your Customers on any information, communications, or outputs generated through the Services.

6. User Content

6.1 Acknowledgments

For purposes of these Terms, “User Content” means any data, information, materials, content, communications, documents, or other inputs that you or your authorized users upload, submit, transmit, store, generate, or otherwise make available through the Services, including information submitted through website forms, account registration, waitlists, and other pre-account interactions.You retain all right, title, and interest in and to your User Content. You are solely responsible for your User Content, including ensuring that (i) you have all necessary rights, licenses, and permissions to provide and use it, and (ii) it does not violate any applicable law, third-party rights, or these Terms. Company does not claim ownership of User Content and has no obligation to review, verify, or ensure the accuracy, completeness, availability, or timeliness of any User Content. Company reserves the right, in its reasonable discretion, to restrict, suspend, or remove any User Content that it believes violates these Terms or applicable law. Company is not responsible for any changes, additions, or deletions made by you or your authorized users to User Content.

6.2 User content LicenseDuring the term of your active Subscription Plan, you grant Company a worldwide, non-exclusive, royalty-free, and limited license to access, use, process, and display User Content solely as necessary to operate, maintain, secure, and improve the Services, in accordance with these Terms, the Privacy Policy, and, where applicable, the DPA

6.3 Aggregated Data and Usage Data

Company may collect, generate, and compile data and information derived from your use of the Services, including technical logs, usage patterns, performance data, and metadata (“Usage Data”). Company may also create aggregated, anonymized, or de-identified data derived from User Content and Usage Data (“Aggregated Data”), which does not identify you or any individual. Company retains all right, title, and interest in and to Usage Data and Aggregated Data and may use, reproduce, disclose, and otherwise exploit such data for lawful business purposes, including analytics, benchmarking, product improvement, model training, security, and service optimization, in each case consistent with the Privacy Policy and, where applicable, the DPA. For the avoidance of doubt, Aggregated Data will not include information that reasonably identifies you, your clients, or your transactions, and Company will not attempt to re-identify such data.

6.4 No Sensitive Data

You shall not upload, transmit, store, or otherwise make available through the Services any Sensitive Data except as expressly permitted under this Section. “Sensitive Data” means any Personal Data requiring heightened protection under applicable law, including, without limitation, government-issued identification numbers, financial account information, credit card data, health or medical information, or similar regulated data. Sensitive Data expressly includes Protected Health Information (“PHI”) under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). PHI may only be processed through the Services where the parties have entered into a separate written Business Associate Agreement (“BAA”) and solely in accordance with its terms.“Personal Data” means any information relating to an identified or identifiable individual as defined under applicable data protection laws. Company shall have no liability for any Sensitive Data uploaded to the Services in violation of this Section.

6.5 Third-Party Processing

Company may engage third-party service providers and processors (including hosting, security, communications, and analytics providers) to support the operation and improvement of the Services. Such third parties may access User Content, Usage Data, and related information solely as necessary to provide services to Company and in accordance with written agreements that include appropriate confidentiality and data protection obligations consistent with the Privacy Policy, the DPA, and applicable law. Such third parties are prohibited from using your data for their own advertising, marketing, or other independent purposes.

7. Intellectual Property

7.1 Ownership

Except for the limited right to access and use the Services under these Terms and pursuant to an active Subscription Plan, you acknowledge and agree that Company, or its licensors, as the case may be, have and will retain any and all rights, title, and interest in and to the Services, including, but not limited to, the features provided/available within the Platform, the Platform’s underlying software and code, and all derivative works made by anyone based upon any of the foregoing, including all associated Intellectual Property Rights. Any updates and customizations and other modifications of the Platform (and all Intellectual Property Rights associated with the foregoing), will be owned exclusively by Company. You agree not to directly or indirectly develop, offer, or support any product or service that is substantially similar to or competitive with the Services using any knowledge, insights, or materials derived from your use of the Services.

7.2 Feedback

If you provide Company with any feedback, comments, or suggestions regarding the Services or otherwise (collectively, “Feedback”), you grant Company a perpetual, worldwide, irrevocable, royaltyfree license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose, without restriction or obligation to you. To the extent any right, title, or interest in or to the Feedback does not vest automatically in Company, you irrevocably assign all such rights to Company.

8. Subscription Pricing and Payment

8.1 Subscription Plan Payment Terms

Unless otherwise expressly stipulated by us in a separate and duly executed agreement with you, all Services are licensed (but not sold) to you and are offered on a recurring subscription basis via a Subscription Plan. By electing to license and use the Services under a Subscription Plans, you agree to pay the Subscription Fees (as defined below) pursuant to the Subscription Plan that you select and be subject to any limitations of such selected Subscription Plan set forth herein or via the Services. Your acceptance of any checkout disclosures, including those related to subscription commitments, shall be deemed part of the applicable Subscription Plan terms.

8.2 Subscription Fees

You agree to pay us all fees (the “Subscription Fees”) for your access to, and use of, the Services associated with the Subscription Plan that you select and purchase from us, in accordance with the payment terms set forth in this Section 8. Our current fees are available on the pricing page of our website, for Users subscribing through the website, the order form includes the online checkout, pricing page, or payment interface presented at the time of purchase (the “Order Form”). To the extent we provide other feature or services for which we charge a Subscription Fee that is not listed in the pricing terms set forth in the Order Form, we will provide you with notice of such additional Subscription Fees prior to providing with such feature or service (for example, by displaying the additional Subscription Fees to you on a personalized payment page; by displaying the additional Subscription Fees to you, for your review and acceptance, within your designated Account; or otherwise, by displaying the additional Subscription Fees at the time you are using such feature or service to which the additional Subscription Fees applies, and your use of such feature or service to which the additional Subscription Fees apply shall constitute your consent to such additional Subscription Fees).

8.3 Subscription Period

Each Subscription Plan that we offer shall be subject to a specific term for which such Subscription Plan will be in effect (the “Subscription Period”), and you will have the ability to select one or more Subscription Period options for your Subscription Plan, including a monthly or, as it may be offered, a yearly Subscription Plan. The Subscription Period for your Subscription Plan begins on the earlier of (i) the date on which we provide you with access to the Services or (iii) the Subscription Period commencement date set forth on the Order Form for your Subscription Plan that you accept (the “Subscription Start Date”). Upon conclusion of your Subscription Period then in effect, your Subscription Plan shall automatically renew for a subsequent Subscription Period equal in duration to the concluded Subscription Period, unless you elect to change, terminate, or non-renew your Subscription Plan, as provided in these Terms. We will automatically charge you the applicable Subscription Fee for the next Subscription Period upon each renewal, pursuant to the payment terms of your Subscription Plan. For monthly Subscription Plans, the Services are provided on a rolling, month-to-month basis that automatically renews unless canceled prior to the next billing date. Notwithstanding the foregoing, any minimum subscription commitment acknowledged by you at checkout, onboarding, or in an applicable Order Form (including, if applicable, a six (6) month minimum term) shall govern the initial Subscription Period and will be binding, and early cancellation shall not relieve you of your obligation to pay all fees due for such minimum commitment period.

8.4 Payment of Subscription Fees

Unless otherwise expressly stipulated by us on the Order Form or in a separate and duly-executed agreement with you, the Subscription Fees will be based upon the Subscription Plan that you select, and shall be due and payable on a monthly or, if offered, an annual basis, or on any other basis which we may offer from time to time. Each monthly or annual Subscription Fees payment shall be due in advance, initially on the Subscription Start Date, and subsequently on the same date each subsequent month or year while your Subscription Plan is in effect. We reserve the right to amend or cancel the month-to-month or annual option, or any other option which we may provide from time to time, for our Subscription Plans at any time, in our sole discretion, provided that the foregoing changes will not take effect during your current Subscription Period.

8.5 Payment Card

You authorize Company to automatically charge your designated payment method on file for all applicable fees, including subscription fees, renewals, add-ons, upgrades, overage charges, and applicable taxes, without further notice or additional consent. Charges may be applied on a recurring basis in accordance with your selected Subscription Plan. You are responsible for maintaining complete, accurate, and current billing information at all times. By providing a payment method, you represent and warrant that you are authorized to use such payment method and that you agree to be bound by all payment terms set forth in these Terms.

8.6 Additional Payment Terms

Payment of all Subscription Fees are due in advance, unless otherwise noted in the applicable Order Form. We have no obligation to perform under these Terms during any period in which all applicable Subscription Fees due have not been paid in full.

8.7 AI Systems Ownership

Company retains exclusive ownership of all artificial intelligence technologies and systems underlying the Services, including without limitation all models, algorithms, workflows, prompt structures, prompt engineering techniques, orchestration logic, automation frameworks, data structures, training methodologies, and knowledge bases, including those associated with AI Functionality (collectively, the “AI Systems”). All right, title, and interest in and to the AI Systems, including all intellectual property rights therein and any improvements, enhancements, modifications, or derivative works, are and shall remain solely owned by Company. No rights are granted to you in the AI Systems other than the limited, non-exclusive right to access and use the Services in accordance with these Terms. You may not, and may not permit any third party to, access, use, reproduce, modify, extract, reverse engineer, decompile, train, fine-tune, or create derivative works from the AI Systems, or use the Services or any outputs generated by the AI Systems to develop, train, or improve any competing artificial intelligence system, workflow automation system, or technology platform. Any feedback, suggestions, or insights you provide regarding the AI Systems may be used by Company without restriction or obligation, and you agree that Company shall own all resulting improvements to the AI Systems.

8.8 Price Changes

Company may, in its sole discretion, amend its Subscription Fees and pricing structure for payment of Subscription Fees in connection with the Services and its Subscription Plans. All changes in Subscription Fees shall be communicated by Company to the User no less than thirty (30) days prior to the effective date of such change. Notwithstanding anything to the contrary herein, changes to Subscription Fees due will take effect only upon the renewal of a Subscription Period under a specific Subscription Plan. Any increase in Subscription Fees shall apply only upon renewal of your then-current Subscription Period and not during an active billing cycle.

8.9 Taxes Excluded

Our Subscription Fees, do not include, and we are not responsible for, (i) any additional fees, charges, or duties imposed on you by any third party due to your use of the Services, including, without limitation, any financial institution fees or processor or intermediary fees; or (ii) any taxes, levies, or duties or similar amounts related to the Subscription Fees or your use of Services. You are responsible for paying all of the foregoing. YOUR OBLIGATIONS TO PAY AMOUNTS DUE WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON.

8.10 No Refunds

No refunds of Subscription Fees will be provided for any reason, unless provided herein or specifically authorized by Company on a case by case basis and in its sole discretion. ALL AMOUNTS PAID BY YOU FOR SERVICES ARE FINAL AND NON-REFUNDABLE.

8.11 Add-On Services and Credits

Company may make available optional add-on features, supplemental services, and prepaid usage credits (collectively, “Add-Ons”) that enhance or expand the functionality of the Services. Add-Ons require an active Subscription Plan and are billed separately from the base subscription, either on a per-user, per-feature, or usage-based basis, as specified at the time of purchase. All fees associated with Add-Ons are non-refundable once purchased, except as required by applicable law, and any prepaid credits may be subject to expiration after a specified period (for example, twelve (12) months from the date of purchase), after which any unused credits will be forfeited without refund or extension. Certain Add-Ons may be provided through or incorporate third-party services, in which case their use may also be subject to additional terms and conditions imposed by such third parties. Company reserves the right, in its sole discretion, to modify, suspend, or discontinue any Add-On offering, including applicable pricing, features, or availability, at any time, provided that any such changes will not materially reduce functionality during an active billing period without reasonable notice. Prepaid credits, usage balances, or similar entitlements may be subject to expiration after a specified period, as communicated at the time of purchase. Unless otherwise required by applicable law, any unused credits shall be forfeited upon expiration without refund or extension.

8.12 Promotional Program

Company may offer Promotional Programs may be offered from time to time under which Users may earn account credits.

9. Privacy Policy

Company operates as a service provider platform that enables users to send, manage, and facilitate communications. You are solely responsible for ensuring that all communications transmitted through the Services comply with applicable laws, including, without limitation, obtaining all required consents and authorizations. Please refer to our Privacy Policy, available at https://transactionflow.com/privacy-policy, and our Data Processing Agreement (“DPA”), available at https://transactionflow.com/data-processing (each, as updated from time to time), for additional information regarding how we collect, use, disclose, and process information in connection with the Site and Services. By accessing or using the Services and providing information to or through the Services, you acknowledge and consent to Company’s collection, use, and processing of such information in accordance with the Privacy Policy and, where applicable, the DPA. Company may create, use, and disclose Aggregated Data for purposes including analytics, benchmarking, product development, and other lawful business purposes. Aggregated Data does not identify any individual and is not considered Personal Data. To the extent required by applicable law, the DPA governs Company’s processing of Personal Data and shall control solely with respect to such processing in the event of any conflict with these Terms. You may not use any data obtained through the Services to create derivative databases, aggregated datasets for resale, or competing analytics, data products, or services. The Site, Platform, and Services may use cookies, referral tracking technologies, and similar tools to enhance user experience and support analytics and functionality, as further described in the Privacy Policy and any applicable Cookie Policy.

10. Monitoring

We reserve the right to monitor the use by you of the Services, including any of your User Content inputted, uploaded, delivered, stored, transmitted, or otherwise made available via our Services. We reserve the right to take, or refrain from taking, any and all steps available to us, including suspending or terminating your access to the Services or seeking other legal or equitable remedies, once we become aware of any violation of these Terms. You agree to promptly report any suspected misuse of the Services or violations of these Terms to Company or such other contact as we may designate.

11. Termination; Effect of Termination; Suspension

These Terms become effective on the date on which you purchase a Subscription Plan to, register for, login to, access, use the Services, or otherwise indicate your agreement to these Terms (whichever is earlier) and shall continue in full force and effect until terminated as set forth below.

11.1 Termination by Non-Renewal

You may cancel your Subscription Plan at any time through your Account settings or by contacting us. notice to us, in accordance with the Section 17 titled “Notices” hereof, or as may available through the Services/your Account, at least thirty (30) days prior to the conclusion of the Subscription Period then in effect (a “Non-Renewal Termination”). Cancellation will take effect at the end of your current Subscription Period, and you will retain access to the Services through the end of the paid period. No refunds will be issued for partial periods.

11.2 Termination or Suspension by Us

Notwithstanding anything in these Terms to the contrary, we reserve the right to suspend our performance hereunder and/or suspend or limit your access to or use of Services, or to terminate these Terms, immediately and without any liability to you in the event of (i) a breach of these Terms by you (including failure to make any payment when due); (ii) any act or omission by you that (a) constitutes a violation of these Terms or (b) in our reasonable discretion, poses a risk of disruption or interference with any portion of the Services (or the security thereof) or with any other User’s use of the Services (or any portion thereof), or (c) constitutes (in our reasonable discretion) an unreasonable, excessive, or abusive use of the Services, our systems, or resources; or (iii) Company electing to dissolve its company for any reason or Company seeking to no longer provide certain offerings for any reason. We reserve the right to suspend or terminate your account for violations of these Terms. Without limiting the foregoing, Company may, in its sole discretion, issue warnings, remove or disable access to content, or impose temporary restrictions prior to suspension or termination. Under no circumstances shall any termination of these Terms or suspension of your access to or use of the Services relieve you of your obligation to pay all amounts due or payable through the end of the thencurrent Subscription Period or otherwise accrued under these Terms.

11.3 Effect of Termination

Termination of these Terms for any reason also terminates all of your rights to access and use any and all Services. If you cancel your Subscription Plan for convenience before the end of the current Subscription Period, the fees for that Subscription Period are non-refundable and remain due. Upon termination: (a) your access to the Services will cease; (b) AI Functionality will immediately cease all communications on your behalf; (c) your data will remain accessible in read-only format for sixty (60) days to allow export; and (d) following such period, your data will be permanently deleted. Notwithstanding the foregoing, Company may retain and continue to use Aggregated Data derived from Customer Data prior to deletion, and such Aggregated Data shall not be subject to deletion obligations and may be retained in perpetuity.

11.4 SURVIVAL

ANY PROVISIONS OF THESE TERMS THAT ARE SPECIFICALLY STATED TO SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON (OR THAT, BY THEIR NATURE ARE INTENDED TO SURVIVE TERMINATION) WILL SURVIVE IN FULL FORCE AND EFFECT, AS WILL ANY PROVISIONS OF THESE TERMS THAT SERVE TO LIMIT OUR LIABILITY OR PROTECT OUR RIGHTS IN OUR INTELLECTUAL PROPERTY OR OTHER PROPERTY.

12. Indemnity

12.1 Indemnification by You

You will defend, indemnify and hold harmless us, our licensors, affiliates, subsidiaries, successors, assigns, and our and their equity holders, manager, directors, officers, employees, and agents (each individually an “Indemnitee” and collectively “Indemnitees”), to the fullest extent permissible under applicable law, against any and all claims, liability, loss, damage, or harm (including without limitation reasonable legal and accounting fees) suffered by any Indemnitee arising from or in connection with any of the following (except to the extent caused by our own negligence or willful misconduct):

(i)Your use of the Services or your breach or violation of any provision of these Terms;

(ii)Any of your User Content:

(a)under any law, rule or regulation that would treat us as the author, creator, publisher, promoter, offeror, importer, exporter, designer, manufacturer, distributor or seller of your User Content;

(b)that your User Content (or the use of Your Data by any Indemnitee in accordance with these terms) infringes, violates or misappropriates any right of such third party or fails to comply with any applicable third-party policies, terms and conditions and all applicable laws, rules and regulations; or

(iii)Any negligent, willful, purposeful, fraudulent, or unlawful acts or omissions by you.

12.2 Indemnified Parties; Survival; Equitable Relief

All Indemnitees are expressly made third party beneficiaries of this Section 12. This Section 12 will survive the termination of these Terms for any reason. You acknowledge that any breach of these Terms, including without limitation violations of Sections relating to intellectual property, use restrictions, or confidentiality, may cause irreparable harm for which monetary damages would be inadequate. Accordingly, Company shall be entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or in equity, without the requirement to post bond or prove actual damages.

13. Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. EXCEPT FOR ENTERPRISE SUBSCRIPTION PLANS THAT EXPRESSLY INCLUDE SERVICE LEVELS SET FORTH IN A WRITTEN SERVICE LEVEL AGREEMENT (“SLA”) REFERENCED IN THE APPLICABLE ORDER FORM, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THE SERVICES, INCLUDING ANY WARRANTIES AS TO COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, AVAILABILITY, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERRORFREE, FREE FROM HARMFUL COMPONENTS, OR MEET YOUR REQUIREMENTS OR EXPECTATIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THIS SECTION 13 WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON. IF YOU ACCESS OR USE THE SERVICES FROM OUTSIDE THE UNITED STATES OF AMERICA, YOU DO SO ON YOUR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS, RULES AND REGULATIONS. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES SUFFICIENT FOR YOUR PURPOSES. COMPANY MAKES NO REPRESENTATION OR GUARANTEE THAT USE OF AI FUNCTIONALITY WILL RESULT IN INCREASED EFFICIENCY, COST SAVINGS, OR BUSINESS OUTCOMES.

14. Disclaimer of Damages

IN NO EVENT WILL COMPANY , ITS AFFILIATES, OR ITS AND THEIR RESPECTIVE MEMBERS, MANAGERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS, OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF US, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF OURS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION 14 WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON.

15. Limitation of Liability

15.1 Exclusions of Liability

IN NO EVENT SHALL COMPANY , ITS AFFILIATES, LICENSORS OR SUPPLIERS, OR ANY OF THEIR EQUITYHOLDERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU, OR ANY OTHER PERSON OR ENTITY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL UNDER OR IN ANY WAY RELATING TO THESE TERMS OR RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES OR THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF WE HAVE BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON ANY LEGAL OR EQUITABLE THEORY, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY, OR OTHERWISE.

15.2 Maximum Liability

THE MAXIMUM AGGREGATE LIABILITY OF COMPANY FOR ALL CLAIMS UNDER, IN CONNECTION WITH, OR ARISING OUT OF THIS TERMS OR THE SERVICES (WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING NEGLIGENCE) WILL NOT EXCEED THE SUBSCRIPTION FEES RECEIVED BY COMPANY FROM YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTWITHSTANDING THE FOREGOING, FOR USERS WHO ACCESS THE SITE OR SERVICES WITHOUT MAINTAINING A PAID SUBSCRIPTION PLAN, COMPANY’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

16. Arbitration, Class-Action Waiver, and Jury Waiver

16.1 Applicability of Arbitration Agreement

Both Parties agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis. For clarity, the phrase “all claims and disputes” also includes claims and disputes that arose between us before the effective date of these Terms. Notwithstanding arbitration, Company may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect Intellectual Property or Confidential Information. The arbitration hearing may be conducted remotely unless the Parties agree otherwise.

16.2 Initiating Arbitration

Before you commence arbitration of a claim, you must provide us with a written notice (a “Notice of Dispute”) that includes your name, residence address, username, email address or phone number you use for your Account, a detailed description of the dispute, and the relief you seek. Any Notice of Dispute should be sent to us by mail to Company ATTN:  Arbitration Filing. Before we commence arbitration, we will send you a Notice of Dispute to the email address you use with your Account, or by other appropriate means. If we are unable to resolve a dispute within thirty (30) days after the Notice of Dispute is received, you or we may commence arbitration.

16.3 Arbitration Rules

The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through American Arbitration Association (“AAA”) and will be governed by their commercial arbitration rules, which are then in effect. If AAA is not available to arbitrate, the Parties will select an alternative customary arbitral mechanism. The rules of the arbitral mechanism will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. The seat of arbitration shall be Atlanta, Georgia. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the Party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

16.4 Additional Rules for Non-appearance Arbitration

If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the Party initiating the arbitration. The arbitration will not involve any personal appearance by the Parties or witnesses unless the Parties mutually agree otherwise.

16.5 Authority of the Arbitrator

The arbitrator will decide the rights and liabilities, if any, of you and Company. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages, as well as attorney fees, and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Company.

16.6 Waiver of Jury Trial

YOU AND COMPANY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Company are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Company over whether to vacate or enforce an arbitration award, YOU AND COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge.

16.7 Waiver of Class or Consolidated Actions

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead, all claims and disputes will be resolved in a court as set forth in Section 18.1.

16.8 Right to Waive

Any rights and limitations set forth in this arbitration agreement may be waived by the Party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.

16.9 Opt-out

You can opt out of this provision within thirty (30) days of the date that you agreed to these Terms. To opt out, you must send your name, residence address, username, email address or phone number you use for your Account, and a clear statement that you want to opt out of this arbitration agreement, and you must send us an opt-out letter.

16.10 Arbitration Agreement Survival

This arbitration agreement will survive the termination OR EXPIRATION OF THESE TERMS.

16.11 Enforcement of the Company’s Intellectual Property

You acknowledge and agree that, in addition to or in lieu of arbitration pursuant to this Section 16, we may initiate a proceeding related to the enforcement or validity of our Intellectual Property Rights in any court of law or other forum having jurisdiction.

17. Notices

We may deliver any notice required or permitted hereunder (i) via a notice appearing in your Account or on the Services or (ii) via electronic mail to your contact information on record with us in your Account information, which notice will be deemed received by you when posted or transmitted by us. Where we permit notices to be given to us via a feature or functionality of the Services (for example, changes to your Account or billing information), you may give such notice through such feature or functionality and it will be deemed effective upon actual receipt by us, but only to the extent the notice is of a type for which the feature or functionality is intended to convey (for example, using your Account page to update your contact information). Otherwise, all notices to us under these Terms must be delivered in writing in hard-copy (paper) to us by (i) personal delivery by hand, (ii) registered mail, (iii) certified mail, return receipt requested, (iv) reputable national or international mail courier with proof of delivery, or (v) our Company e-mail address with confirmation of receipt by Company.

We may change our notice addresses by updating these Terms or by listing a new address on the applicable Services. You are responsible for making sure that you are sending notices to our most current address. Notices given to our address will be deemed effective upon the first normal business day (non-weekend/non-holiday) following actual receipt by us at such address. THIS SECTION 17 WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON.

18. Miscellaneous

. This Section 18 and its subsections will survive termination of these Terms for any reason.

18.1 Governing Law

The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Services, will be governed by and construed and enforced in accordance with the laws of the applicable jurisdiction within the applicable State without regard to conflict of law rules or principles (whether of Georgia or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

18.2 Assignment

These Terms are binding upon and inure to the benefit of the permitted successors and assigns of each party. You may not assign, subcontract, delegate or otherwise convey these Terms, or any of its rights and obligations hereunder. Notwithstanding anything to the contrary in these Terms, we may assign, transfer, and delegate this agreement (these Terms) and its obligations hereunder at any time, in its sole discretion. Company may assign, transfer, or convey these Terms, and any rights or obligations hereunder, in whole or in part, without restriction, including in connection with a merger, acquisition, financing, restructuring, or sale of all or substantially all assets. You acknowledge and agree that such assignment shall not require additional notice or consent where permitted by applicable law.

18.3 Aggregated Data Rights

Company’s rights in Aggregated Data shall survive termination of these Terms and may be freely assigned, transferred, or conveyed in connection with any merger, acquisition, restructuring, or sale of assets without requiring user consent.

18.4 Further Assurances

You agree to execute and deliver such additional documents and take such further actions as may be reasonably requested by Company to confirm, perfect, or enforce its rights in and to the Services, AI Systems, Aggregated Data, or any other intellectual property or proprietary rights contemplated under these Terms.

18.5 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any such provision in every other respect and the remaining provisions of these Terms will be unimpaired and these Terms will continue in full force and effect, unless the provisions held invalid, illegal, or unenforceable will substantially impair the benefits of the remaining provisions hereof.

18.6 Waiver

The failure of either Party to insist upon strict performance or to seek remedy for breach of any term of these Terms, or to exercise any right, remedy or election herein or permitted by law or equity, will not constitute nor be construed as a waiver or relinquishment in the future of such term, condition, right, remedy, or election. Any consent, waiver, or approval by either Party of any act or matter will not be effective unless made in writing and signed by an authorized representative of the consenting, waiving, or approving Party.

18.7 Force Majeure

We will not be responsible or liable to you or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder (including the temporary unavailability or inaccessibility of the Services) where such failure is the result of Force Majeure. As defined herein, “Force Majeure” means any (a) acts of God, flood, fire, wind, storm, drought, earthquake, or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riot, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination, or sonic boom; (e) any law or any action taken by a government or public authority; (f) collapse of building, breakdown of plant or machinery, fire, explosion, or accident; (g) any labor or trade dispute, materials or transport, strike, industrial action or lockout; (h) interruption or failure of utility service; or (i) or any other cause, whether similar or dissimilar to those enumerated, that is beyond our reasonable control and without our fault or negligence. If a Force Majeure event continues for a period of more than thirty (30) consecutive days and materially affects a Party’s ability to perform its obligations under these Terms, either Party may terminate these Terms upon written notice without further liability, except for any payment obligations accrued prior to such termination.

18.8 Export Control; Sanctions; Local Law Compliance

You acknowledge and agree that the Services, related software, technology, and technical data may be subject to export control and sanctions laws and regulations of the United States and other applicable jurisdictions, including without limitation the U.S. Export Administration Regulations (“EAR”), regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), and applicable international trade laws (collectively, “Export Controls”). You represent and warrant that you are not (i) located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions or other applicable trade embargoes, (ii) identified on any U.S. or nonU.S. government list of restricted or denied parties, or (iii) acting on behalf of, or for the benefit of, any such person or entity. You agree not to access, use, export, reexport, transfer, or release the Services or any related technology in violation of Export Controls or applicable sanctions laws. You are solely responsible for understanding and complying with all laws, rules, and regulations applicable to your use of the Services, including without limitation local, national, and international data protection, privacy, security, research, healthcare, clinical trial, and export laws. The Services may be accessed and used in multiple jurisdictions, and you are responsible for ensuring that your use of the Services complies with the laws of each jurisdiction applicable to you, including any data localization or crossborder transfer requirements. Company makes no representation that the Services are appropriate or available for use in any particular jurisdiction. We reserve the right to restrict or suspend access to the Services in any jurisdiction or to any user where providing the Services would violate applicable law or create legal or regulatory risk for Company.

18.9 Entire Agreement; Order of Precedence

These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the Parties regarding the Services. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms. These Terms incorporate by reference the Privacy Policy, the DPA, Promotional Program Terms (if Applicable), Beta Program Agreement (if applicable), and any Order Form or checkout disclosures (collectively, “Supplemental Terms”). In the event of a conflict, these Terms shall control unless a Supplemental Term expressly states otherwise. In the event of a conflict between these Terms and the DPA, the DPA shall control solely with respect to the processing of Personal Data.

Schedule A — Third-Party Platform Terms

The following provisions apply to the extent the Services incorporate, rely upon, or interoperate with third-party platforms (including, without limitation, third-party customer relationship management, communications, automation, and data processing platforms or similar providers):

1. Platform Role

Company provides a software interface and integration layer only and does not control or operate the underlying third-party platform services.

2. No Responsibility for Customer Interactions

Company is not responsible for any interactions, communications, or transactions between you and Your Customers, including any reliance on communications or content generated through the Services.

3. User Responsibility for Compliance

You are solely responsible for compliance with all applicable laws and regulations in connection with your use of the Services, including without limitation: (i) TCPA;

(ii) CAN-SPAM; (iii) Applicable State Telemarketing Laws; and (iv) Applicable Privacy and Data Protection Laws.

4. Communications Responsibility

You are solely responsible for all communications sent through the Services and are deemed the sender and initiator of such communications.

5. Required Customer Terms

You are responsible for implementing your own legally compliant terms governing your relationship with Your Customers, including terms of service and privacy policies.

6. No Agency

You are not an employee, agent, or representative of Company or any underlying platform provider and have no authority to bind either.

7. Third-Party Liability Disclaimer

Company shall not be liable for: (i) Acts or Omissions of Underlying Platforms: (ii) Outages or Technical Failures; (iii) Feature Changes or Discontinuation; (iv) Data loss caused by third-party systems.

8. Modification of Underlying Services

Features dependent on third-party providers may change, be limited, or be discontinued at any time without liability.

9. Conflict

In the event of a conflict between this Schedule A and the Agreement, this Schedule shall control solely with respect to third-party platform obligations.