TERMS OF SERVICE

Effective Date: June 05, 2025

Welcome to https://propelai.io/ and https://live.propelai.io/ (collectively, the “Website”). These Terms of Service (“Terms”) form a legally binding agreement between you and PropelAI LLC (“Company,” “we,” “us,” or “our”).

PLEASE READ CAREFULLY. By (i) clicking “I Agree,” “Create Account,” or a similar button, (ii) executing an Order Form (as defined below) that references these Terms, or (iii) accessing or using any part of the Website, the PropelAI platform, APIs, or related mobile applications, and any content, tools, features and functionality offered on or through our Website or other designated websites or IP addresses identified on an Order Form, including associated documentation made available to Customer in written form or online, subscribed to by Customer hereunder (collectively, the “Service”), you become a customer ("Customer", “you”, or “your”) and you agree to be bound by all of the Terms set forth herein as long as you remain a Customer and any additional policies and terms referenced herein such as our Privacy Policy². IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT USE THE WEBSITE OR REGISTER FOR OR USE ANY SERVICE. WE RESERVE THE RIGHT TO CHANGE THE TERMS AT ANY TIME AND WITHOUT NOTICE TO YOU.

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND A WAIVER OF CLASS ACTION RIGHTS IN SECTION 18. THESE AFFECT YOUR LEGAL RIGHTS. PLEASE REVIEW THEM CAREFULLY.

By using this Website or the Service, you represent that you are an adult of 18 or more years of age, have the legal capacity to enter a contract, and agree to comply with and be bound by the following Terms. These Terms apply to your access to and use of the Website and the Service, and to your use of any services made available through the Website, whether accessed as a visitor, prospective customer, or a paid subscriber. Where you have executed a separate written agreement with us, that agreement will control to the extent of any direct conflict with these Terms, if expressly stated in such agreement.

1. Definitions.

1.1 “Administrator(s)” means the User(s) designated by Customer who are responsible for administering the Service and who are issued an Administrator login by Company.

1.2 “Affiliates” means any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with a party to this Agreement, by way of majority voting equity ownership.

1.3 “Agreement” means these Terms, together with any and all Order Forms referencing these terms of service, the Schedules attached hereto, our Privacy Policy, and any other statements of work or exhibits.

1.4 “AI Input” means any prompt, query, instruction, tag, file, data set, parameter or other content that Customer (including its Users) submits to, or configures within, the Service for the purpose of generating, analyzing or otherwise processing information through Company’s Models.

1.5 “AI Output” means any chart, insight, prediction, recommendation, text, image or other material generated autonomously or semi-autonomously by the Service.

1.6 “Customer Data” means (i) any electronic data, customer data, information, or material that Customer provides, uploads, or submits to Company in connection with this Agreement, and (ii) any electronic data, customer data, information, or material generated from or in connection with Customer’s use of the Service (including any User).

1.7 “Documentation” means the reference, administrative, and user manuals which are published by Company and provided by Company to Customer with the Service, which may be updated from time-to-time, but excluding any sales or marketing materials.

1.8 “Electronic Communications” means any transfer of signs, signals, text, images, sounds, data or intelligence of any nature transmitted in whole or part electronically received and/or transmitted through the Service.

1.9 “Initial Term” means the initial subscription term specified in the applicable Order Form, excluding any renewals terms.

1.10 “Model” means any algorithmic architecture, machine-learning system (including weights, parameters and prompts) or ensemble thereof that powers generation of AI Output.

1.11 “Order Form” shall mean a written document executed by the parties that describes the Service, Term, Fees, the number of permitted Users, and any other applicable terms and conditions applicable to Customer's access and use of the Service. Each executed Order Form is hereby incorporated into this Agreement in its entirety by this reference. If expressly stated in an Order Form, to the extent of any direct conflict with these Terms, the term in direct conflict in such Order Form will take precedence over the relevant provision of these Terms, provided that any conflict or inconsistency in an Order Form with any other provision of these Terms will only apply to that specific Order Form.

1.12 "Service Start Date" shall mean the date from which Customer first receives the applicable Service or as identified on an applicable Order Form, whichever is earlier.

1.13 “System and Usage Data” means information about the Services, including access, performance, and technical information, derived from Company’s monitoring of the (i) Service environment (to provide support, updates and other services); and (ii) Users’ access to and use of the Services that is captured and used by Company in an aggregated and anonymized manner with statistics of other subscribers and users.

1.14 “Term” shall mean the period beginning on the Service Start Date and ending on the date the last Order Form or Task Order in effect terminates or expires, as applicable.

1.15 “Third-Party Applications” means online, Web-based applications or services and offline software products that are provided by third parties and interoperate with the Service.

1.16 “Training Data” means Customer Data, AI Inputs or subsets thereof that Company accesses to train, fine-tune or otherwise improve Company Models.

1.17 “Users” means Customer’s employees and independent contractors working for Customer in the ordinary course of Company’s business who agree to be bound by the terms of this Agreement, are authorized by Customer to use the Service, for whom subscriptions to a Service have been purchased on an Order Form, and who have been supplied user identifications and passwords by Customer.

2. General Terms of Access to the Service.

2.1 License.

(a) Subject to the terms of this Agreement and payment of the applicable Fees, Company hereby grants the Customer limited, non-exclusive and non-transferable license, without right of sublicense, during the Term to access, display, and use the Service, and to permit Users to access and use the Service, subject to the terms and conditions of this Agreement. All rights in the Service not expressly granted hereunder are reserved to Company. The license granted to Customer hereunder is solely for Customer’s internal business purposes and is limited to the access, display, and use of the Service by only a User. Each User may access, display, and use the Service on only one device at a time. Customer shall have no right pursuant to this Agreement to access, use, display, or distribute the Service, in whole or in part, beyond the number of Users identified on the applicable Order Form. Customer may add additional Users by either executing a new Order Form or amending an existing Order Form. Customer is responsible for all activities that occur under Customer’s and any User’s accounts. Customer will (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all use of the Service by Customer and any User; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Company promptly after becoming aware of any such unauthorized access or use; and (iii) comply with all applicable local, state, federal, and foreign laws in using the Service. Nothing in this Agreement shall obligate Company to continue providing access to any Service beyond the date when Company ceases providing such Service to subscribers generally.

(b) Customer grants Company a non-exclusive, worldwide right during the Term to access, use, and create derivative works from Customer Data and AI Inputs solely for: (i) providing and supporting the Services, and (ii) improving the functionality and accuracy of the Company’s Models in a way that does not disclose Customer Data or AI Inputs in identifiable form or permit reconstruction of Customer-specific inputs. Upon written request, Customer may opt out of clause (ii). Company reserves the right to adjust commercial terms if such opt-out materially increases delivery costs.

2.2 Access. Customer shall acquire, install, operate, and maintain at Customer’s expense all communications lines, equipment, software, services, and related technology necessary to receive, access, and use the Service. Except as expressly stated herein or on an applicable Order Form, Customer is prohibited from and will have no right to (i) allow any third party (which may include agents, contractors, Affiliates, or other third-party representatives acting on behalf of Customer) to access and/or use the Service; (ii) allow access to or use of the Service outside of the United States of America (including any User), unless explicitly authorized on the relevant Order Form.

2.3 Accuracy of Customer’s Contact Information. Customer shall provide Company with accurate, current and complete information on Customer’s legal business name, address, e-mail address, and phone number, and throughout the Term maintain and promptly update this information if it should change.

2.4 Users: Passwords, Access, and Notification. Customer, through its Administrator, shall authorize access to and assign unique passwords and user names up to the number of Users purchased by Customer on the Order Form. User logins are for designated Users and cannot be shared or used by more than one User. Any User login may be reassigned to another currently employed User as needed during the current annual period. Regardless of the length of the Term, unused or vacant User logins expire at the end of each annual period. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service and shall promptly notify Company of any unauthorized access or use of the Service and any loss or theft or unauthorized use of any User’s password or name and/or Service account numbers.

2.5 Customer Responsibilities. Customer agrees to use the Services in a manner consistent with the Documentation and in accordance with the terms of this Agreement. Customer also agrees to use the Services in accordance with all applicable laws and regulations, and not to use the Services for any unlawful purposes. Customer is responsible for all activities conducted by its Users, its Users’ Electronic Communications and for its Users’ compliance with this Agreement, including the content of all Customer Data. Customer represents, warrants and covenants that it will not submit AI Inputs that contain personal data of children under 13, export-controlled data, protected health information, card-holder data, or content that infringes third-party rights.

2.6 Security. Company shall maintain commercially reasonable administrative, physical and technical safeguards for the protection, confidentiality and integrity of Customer Data. Company will use commercially reasonable efforts to implement AI-specific safeguards aligned with the NIST AI Risk-Management Framework, including encryption of model weights at rest, differential-privacy or comparable techniques to mitigate training-data leakage, and 72-hour notice to Customer of any security breach that involves either (i) Customer Data or (ii) inference/prompt data that could be used to reconstruct Customer-specific Training Data.

2.7 Implementation Tags and API Access. Customer grants Company a limited, non-exclusive right to deploy scripts, tags, pixels, SDKs or API tokens on Customer-controlled websites, mobile applications or ad-platform accounts (collectively, “Customer Properties”) solely to collect data necessary to deliver the Service. Customer represents that it has all rights and consents required to grant such access and that Customer Properties will present any legally required disclosures (e.g., cookie banners). Company will comply with Customer’s reasonable written instructions regarding timing, placement and scope of such tags or APIs and will promptly remove or disable them upon Customer’s written request.

2.8 Model Monitoring and Drift. Company will use commercially reasonable efforts to monitor for “model drift,” bias or material degradation in AI Output quality and will retrain or recalibrate Models at a cadence appropriate to the use-case. Company may modify model architectures or hyper-parameters, provided that such changes do not materially reduce the functionality purchased under the applicable Order Form.

2.11 Privacy.  In order to operate and provide the Service, Company collects certain information about its customers. Company uses and protects that information as described in Company’s Privacy Policy (“Privacy Policy”), which is available at https://propelai.io/privacy and incorporated herein by reference. The Privacy Policy applies only to the Service and does not apply to any third-party service providers which are connected or utilized through the Service. The Privacy Policy is subject to change. Personal information collected through the Service may be stored and processed in the United States or any other country in which Company or its Affiliates or agents maintain facilities. By using the Service, Customer consents to any such transfer of its personal information outside of its country.

2.12 Restrictions on Use. Customer shall not edit, alter, abridge, or otherwise change in any manner the content of the Service, including, without limitation, all copyright and proprietary rights notices. Customer agrees not to access the Service by any means other than through the interfaces that are provided by Company. Customer shall not do any “mirroring” or “framing” of any part of the Service or create Internet links to the Service which include log-in information, usernames, passwords, and/or secure cookies.

Customer may not, and may not permit others to (including any User):

1. Reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the software or Service;

2. Modify, translate, adapt, alter, or create derivative works from the Service;

3. Copy, distribute, publicly display, transmit, sell, rent, lease, or otherwise exploit the Service;

4. Distribute, sublicense, rent, lease, loan or grant any third-party access to or use of the Service to any third party;

5. Harvest, collect, gather, or assemble information or data regarding other subscribers;

6. Transmit through or post on the Service unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, vulgar, or obscene material or material harmful to minors;

7. Transmit material containing software viruses or other harmful or deleterious computer codes, files, scripts, agents, or programs;

8. Interfere with or disrupt the integrity or performance of the Service or the data contained therein;

9. Attempt to gain unauthorized access to the Service, computer systems, or networks related to the Service; or

10. Harass or interfere with another subscriber or end-user’s use and enjoyment of the Service.

2.13 Delivery and Acceptance. Company will make the Service available to Customer as indicated on the Order Form. The Service will be deemed accepted upon the Service Start Date. Any updates, bug fixes, or upgrades ("Corrections") to the Service will be deemed accepted by Customer on the day such Corrections are first made available to Customer or accessed by Customer, whichever is earlier.

2.14 System and Usage Data. Company may monitor Customer's use of the Service and may collect and compile System and Usage Data. As between Company and Customer, Company owns and retains all right, title, and interest in and to System and Usage Data, and all intellectual property rights in System and Usage Data. Customer acknowledges that Company may compile System and Usage Data based on Customer Data. Customer agrees that Company may: (i) make System and Usage Data publicly available in compliance with applicable law, and (ii) use System and Usage Data to the extent and in the manner permitted under applicable law, provided that if System and Usage Data is made available to others for a purpose other than to perform and to provide the Services, the System and Usage Data does not identify Customer or its Users or contain and reveal Customer's Confidential Information, including personal information of an User, unless required by law.

2.15 Service Level and Support. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice. Company will use commercially reasonable efforts to ensure availability of the Service each calendar month, excluding holidays and weekends and scheduled maintenance. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement. We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in this Agreement will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith. Company uses reasonable efforts to offer technical support via email or ticketing during normal business hours. Support response times and escalation procedures may vary.

3. Confidentiality.

3.1 Confidential Information. For purposes of this Agreement, “Confidential Information” shall include the terms of this Agreement, Customer Data, each party’s proprietary technology, business processes and technical product information, designs, issues, all communication between the parties regarding the Service and any information which either is marked as "confidential" or the receiving party should reasonably know under the circumstances that such information is confidential and/or proprietary information of the other party. Notwithstanding the foregoing, Confidential Information shall not include information which (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the receiving party; (4) the receiving party becomes aware of from a third party not bound by nondisclosure obligations to the disclosing party and with the lawful right to disclose such information to the receiving party; (5) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (6) is aggregate data regarding use of Company’s products and services that does not contain any personally identifiable or Customer-specific information.

3.2 Non-Disclosure Obligations. Each party agrees: (a) to keep confidential all Confidential Information; (b) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise rights under this Agreement or as directed by the disclosing party; (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information) and (d) to make Confidential Information available to authorized persons only on a “need to know” basis. Either party may disclose Confidential Information on a need-to-know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Notwithstanding the foregoing, this Section will not prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or a regulation.

4. Ownership and Content.

4.1 Ownership of Customer Data. As between Company and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer grants to PropelAI a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Client Data and perform all acts reasonably required for Company to provide the Services to Customer. Customer grants to Company a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within System and Usage Data. Customer is the controller of any Personal Data that Customer or its Users process with the Services. These Terms, including the Data Privacy Addendum if applicable, (the “DPA”), apply to the processing of the Personal Data by Company for the Services as a processor or sub-processor and not as a controller.

4.2 Ownership of AI Output and Models. As between the parties, (i) Customer owns any AI Output to the extent such AI Output constitutes an original work of authorship; and (ii) Company retains all right, title and interest in and to the Models and the Service, including any learnings, parameters or improvements derived from Training Data, subject to the confidentiality obligations herein. Company may use de-identified, aggregated insights generated from AI Output for benchmarking, product improvement and research. Customer acknowledges that, due to the probabilistic nature of generative models, other users may independently receive AI Output that is identical or similar to Customer’s Output. Company makes no representation or warranty of exclusivity with respect to AI Output, particularly where it is not subject to copyright protection under applicable law.

4.3 Your Content. In connection with your use of the Services, you may be able to post, upload, or submit content to be made available through the Services (collectively with Input, “Your Content”). As between the Company and you, the Company does not claim any ownership in Your Content; provided that, the Company or its Affiliates and their respective licensors own and will continue to own the Services and any and all other software or technology that was used to generate any AI Output. In order to operate the Service, we must obtain from you certain license rights in Your Content so that actions we take in operating the Service are not considered legal violations. Accordingly, by using the Service and uploading Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify Your Content to operate, improve, promote and provide the Services, including to reproduce, transmit, display, publish and distribute AI Output based on your Input. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. To the fullest extent permitted by applicable law, the Company reserves the right, and has absolute discretion, to remove, screen, edit, or delete any of Your Content at any time, for any reason, and without notice. By posting or submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.

4.4 Company Intellectual Property Rights. All content on this Website including without limitation graphics, logos, trademarks, images, and software is, and shall continue to be, the property of Company or its content suppliers and is protected under applicable copyright, patent, trademark, and other proprietary rights. Any copying, redistribution, use or publication by you of any such content or any part of the Website is prohibited, except as expressly permitted in this Agreement. Under no circumstances will you acquire any ownership rights or other interest in any content by or through your use of this Website. Customer agrees that all rights, title and interest in and to all intellectual property rights in and to the Service and Documentation (including all updates, enhancements and derivative works thereof and thereto) are owned exclusively by Company or its licensors. Except as provided in this Agreement, the time-limited access license, in the nature of a subscription, granted to Customer does not convey any rights in the Service or Documentation, express or implied, or ownership in the Service or Documentation or any intellectual property rights thereto. In addition, Company shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the operation of the Service. Any rights not expressly granted herein are reserved by Company. Company service marks and trademarks, logos and product and service names are marks of Company (the “Company Marks”). Customer agrees not to display or use the Company Marks in any manner without Company’s express prior written permission. The trademarks, logos and service marks of Third-Party Application providers (“Marks”) are the property of such third parties. Customer is not permitted to use these Marks without the prior written consent of such third party who may own the Mark.

5. Payment Terms and Taxes.

5.1 Fees. In consideration of the right to use the Service and any associated professional services, and the licenses granted under this Agreement, commencing on the Service Start Date, Customer will pay the fees specified in the applicable Order Form, plus any other applicable fees, costs, and expenses contained in the Order Form or this Agreement (“Fees”) within 15 days of receipt of invoice, unless provided otherwise in the Order Form. All amounts are payable in U.S. dollars. Payments which are more than 15 days late will incur interest at the rate of two percent (2%) per month or the maximum allowed by law, whichever is less, on such delinquent amount from the due date thereof until the date of payment. To the extent that Customer disputes any invoice on the basis of an alleged error in such invoice, Customer must raise such dispute specifically in writing to Company within thirty (30) days of the invoice date, otherwise any such dispute will be waived. Customer will remain responsible for the payment of those portions of an invoice that are not subject to such dispute. If applicable, Company may charge Customer for overage or excess usage beyond the limits set forth in the Order Form based on Company’s standard rates, provided that such charges are communicated in advance or reflected in the usage dashboard accessible to Customer. If Company does not receive timely payment Customer, without limiting Company other rights and remedies, Company may suspend or terminate the Services and Customer’s and its Users’ access to the Services until Company is paid provided that Company shall first provide Customer with at least ten (10) days written notice and an opportunity to pay Company the applicable overdue Company fees.

5.2. Taxes. All Fees payable under the applicable Order Form are exclusive of and do not include taxes or duties of any kind. Customer will be responsible for, and will promptly pay, all taxes and duties of any kind, including, but not limited to, any applicable sales tax, use tax, and value added taxes (VAT) or other similar taxes, if any, associated with this Agreement or Customer’s receipt or use of the Service, excluding taxes based on Company’s gross or net income. If Customer is a tax-exempt organization and is not obligated to pay taxes arising out of this Agreement, Customer will provide Company with any required documentation to verify its tax-exempt status with the applicable taxing authorities.

6. Warranties and Disclaimers.

6.1 Each party warrants and represents that it has the authority to execute, deliver, and perform its obligations under this Agreement, having obtained all required Board of Directors' or other consents, and is duly organized or formed, and validly existing and in good standing under the laws of the state of its incorporation or formation. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICE(S), THE CONTENTS THEREIN, ANY PROFESSIONAL SERVICES, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS, AND COMPANY DOES NOT MAKE ANY AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. The Company make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services, including any Documentation, Professional Services or other offerings; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, including any Documentation, Professional Services or other offerings; (c) the operation or compatibility with any other application or any particular system or device; (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) the deletion of, or the failure to store or transmit, Your Content and other communications maintained by the Services. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein.

6.2 You acknowledge that the Services may generate AI Output containing incorrect, biased, or incomplete information. The Company shall have no responsibility or liability to you for the infringement of the rights of any third party in your use of any Output. You should not rely on the Services or any AI Output for advice of any kind, including medical, legal, investment, financial or other professional advice. Any AI Output is not a substitute for advice from a qualified professional. You acknowledge that due to the nature of generative artificial intelligence tools, other users of the Services may create and use their own output that is similar or the same as your AI Output, such as because the same or similar AI Input was provided, and you agree that such other users can use their own individually created AI Output for their own internal business purposes.

6.3 The Company Entities take no responsibility and assume no liability for any content that you, another user, or a third party creates, uploads, posts, sends, receives, or stores on or through our Service, including any AI Output.

6.4 You understand and agree that you may be exposed to content that might be offensive, illegal, misleading, or otherwise inappropriate, none of which the company entities will be responsible for.

6.5 The Service, AI Output and any recommendations are for informational purposes only and do not constitute legal, financial, tax, or marketing advice. Customer remains solely responsible for campaign strategy and compliance.

7. Limitations of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; (D) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, AI OUTPUT, OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES, INCLUDING ANY DOCUMENTATION, PROFESSIONAL SERVICES OR OTHER OFFERINGS, OR AI OUTPUT OR (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8. Term and Termination.

8.1 Term. The subscription for the Service will start on the Service Start Date in the Order Form and will continue for the “Initial Term” specified in the Order Form. If the Order Form does not include a Service Start Date, then the subscription will start when Customer clicks “ACCEPT,” “AGREED,” or Company first makes any subscription credentials or the Service available to Customer for access and use. If the Order does not include an Initial Term then the Initial Term for the Service will be twenty-four (24) months. Subscription terms will automatically renew for successive periods equal to the length of the Initial Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

8.2 Termination. If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. Additionally, the Company may suspend, disable, or delete your account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If the Company deletes your account for any suspected breach of the Agreement by you, you are prohibited from re-registering for the Services under a different name. In the event of account deletion for any reason, the Company may, but is not obligated to, delete any of Your Content. Company shall not be responsible for the failure to delete or deletion of Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.

8.3 Effect of Expiration, Termination, or Cancellation. When Services end, Customer’s and its Users’ access to and use of any related Company intellectual property or Services will also end. Upon the end of the Service, Customer shall discontinue use of the related Company intellectual property (other than that Company intellectual property that may be separately licensed to Customer) and, without limiting Customer’s confidentiality obligations hereunder, Customer shall delete, destroy, or return all copies of the Company intellectual property and certify in writing to Company that the Company intellectual property has been deleted or destroyed. Customer’s duty to pay all fees that may have become due to Company before the end of the Services shall survive. Following the termination or expiration of this Agreement, Company may immediately deactivate Customer’s account and access to the Service and that following a reasonable period of time (but not less than ninety (90) days) shall be entitled to delete Customer’s account and data from Company’s servers. Customer further agrees that Company shall not be liable to Customer nor to any third party for deletion of Customer Data, provided that Company is in compliance with the terms of this Section. Except as expressly provided in the Order Form, Customer is not entitled to receive and Company is not obligated to provide any refunds.

9. Copyrights and Copyright Agent. If you believe your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please provide a notice containing all of the following information to our Copyright Agent:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

2. A description of the copyrighted work that you claim has been infringed;

3. A description of where the material that you claim is infringing is located on the Site;

4. Your address, telephone number, and e-mail address;

5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our Copyright Agent for Notice of claims of copyright infringement on the Site is Truong Cai, who can be reached as follows:

By Mail: Attn: Copyright Agent, PropelAI LLC, 601 W 57th St, New York, NY 10019.

By E-mail: legal@propelai.io

10. Professional Services. During the Term, Customer may request Company to perform professional services in the nature of software development, consulting, customization add-in, documentation, training, testing, integration services, and any other similar services that Company may offer (hereinafter, "Professional Services"). Upon receipt of a request, Company may provide Customer with a written proposal, and when the parties agree to all requirements and specifications of the proposed Professional Services, a Task Order for the Professional Services, shall be executed by the parties. All Task Orders shall be subject to the terms and conditions of this Agreement, unless otherwise set forth in the Task Order. Services performed by Company are not exclusive to Customer, and Company may perform services of any type or nature for any other person or entity at any time.

11. Transmission of Data. The Service allows Customer to send Electronic Communications directly to Company and to third parties. Customer understands that the technical processing and transmission of Customer’s Electronic Communications is fundamentally necessary to use of the Service. Customer expressly consents to Company’s receipt and storage of Electronic Communications and/or Customer Data, and Customer acknowledges and understands that Customer’s Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Company. Customer further acknowledges and understands that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone or other electronic means. Company uses encryption in various locations and methodologies within the Service and the infrastructure working behind it. Customer Data is encrypted while in transit to and from the Service; however Company is not responsible for any Electronic Communications and/or Customer Data which are delayed, lost, altered, intercepted or stored during the transmission of any data across networks not owned and/or operated by Company, including but not limited to, the Internet and Customer’s local network.

12. Implementation. Implementation and training services ordered by Customer as set forth in the applicable Order Form will be performed in accordance with Company’s customary practices for the level of services purchased. Company does not provide dedicated project management for Customer during implementation unless separately purchased. Implementation is performed remotely unless otherwise specified. Company is not responsible, and will not be liable, for Customer’s configuration decisions or the Service’s ability to allow Customer to comply with all laws and regulations in Customer’s unique circumstances, nor for any delays in implementation caused by Customer, including but not limited to, Customer delays in providing clean and validated data, if needed, or Customer delays in making necessary business decisions with respect to the configuration of the Service.

13. Third Party Web Sites, Products and Services. The Website and/or Services may provide links to other websites or services. This Website’s Terms or Privacy Policy may not apply to those other websites or services, which may have their own terms and policies. You should review the terms of use and privacy policies of any other websites that you visit. Company or third-party providers may offer Third-Party Applications and related services to Customer hereunder. Customer acknowledges and understands that the use of such Third-Party Applications or services shall be subject to separate terms and conditions as set forth on an Order Form or as otherwise provided to Customer. Except as expressly set forth in the Order Form, Company does not warrant any such Third-Party Applications or services. If Customer installs or enables Third-Party Applications or services for use with the Service, Customer agrees that Company may allow such third-party providers to access Customer Data as required for the interoperation of such Third-Party Applications with the Service, and any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider. Finally, the continuing availability of the Third-Party Application is subject to the continued effectiveness and terms of the contract between Company and the third-party provider.

14. Export Regulations. Customer shall comply with import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations (“Trade Laws”), including Trade Laws that apply to a U.S. company, including U.S. Export Administration Regulations, International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. Customer is solely responsible for its and its Users’ compliance with Trade Laws and how Customer and its Users choose to use the Services, including the transfer and processing of Customer Data and the provision of Customer Data to Users. Customer assures Company that: (i) Customer and the financial institutions used by Customer to process payment for the Services, or any person or entity that owns or controls Customer or the financial institutions used by Customer to process payment for Services are not; and (ii) each User is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (for example, the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.

15. Indemnification.

15.1 Customer Indemnity. By entering into these Terms and accessing or using the Services, you agree that you, at your expense, will defend, indemnify and hold Company, its parents, Affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Company Entities”) harmless from and against any and all any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys' fees, incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; (d) Your Content; or (e) your negligence or willful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defense or settlement of such claim.

15.2 Company Infringement Indemnity. Company, at its expense, will defend, indemnify, and hold Customer harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys' fees, finally awarded by a court of competent jurisdiction in the United States, after all rights of appeal are exhausted, against Customer to the extent such directly relates to a claim, action, lawsuit, or proceeding made or brought against Customer by a third party alleging the infringement or violation of such third party's registered patent, trade secret, copyright, or trademark (each a " Customer Claim") by way of Customer’s use of the Service as delivered that Company provides to Customer under this Agreement.

In the event a court of competent jurisdiction makes a determination that the Service infringes on or otherwise violates any third-party registered patent, trade secret, copyright, or trademark, or if Company determines that the Service likely infringes or otherwise violates such third party's foregoing intellectual property rights, Company, at its sole option and expense, will: (a) modify the allegedly infringing or violating portion of the Service so as to make it non-infringing and non-violating; (b) replace the allegedly infringing or violating Service, or any portion thereof, with a non-infringing and/or non-violating product having reasonably equivalent functionality; (c) obtain the right for Customer to continue using the allegedly infringing or violating portion of the Service; or (d) revoke the license to the allegedly infringing or violating Service and provide a pro rata refund to Customer for all fees prepaid for the Service and not yet earned by Company.

Company will have no obligation under this Agreement relating to any indemnification if a Customer Claim results from any of the following: (i) Customer’s continued use of the infringing or violating Service after Company first makes an applicable Correction available to Customer; (ii) Customer’s modification of the Service (including a third party acting on its behalf); or (iii) Customer’s use of the Service in any manner other than as permitted under this Agreement or applicable law.

15.3 Sole Remedy. SECTION 15.2 SETS FORTH CUSTOMER’S SOLE REMEDIES AND COMPANY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

16. Suspension. Company may temporarily suspend Customer's and any Users’ access to the Service if: (i) Company reasonably determines that (A) there is a threat or attack on any of the Service; (B) Customer's or any Users’ use of the Service disrupts or poses a security risk to the Service or to any other customer or vendor of Company; (C) Customer, or any User, is using the Services in violation of the use restrictions in Section 2.11, Restrictions on Use; (D) Customer has ceased its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or becomes the subject of any bankruptcy, reorganization, dissolution, or similar proceeding and the Company action is permitted by applicable law; or (E) Company' provision of the Service to Customer or any User is prohibited by applicable law; (ii) any vendor of Company has suspended or terminated Company’ access to or use of any services or products required for the Services; or (iii) according to Section 5.1, Fees, (any suspension described in (i), (ii), or (iii), collectively, a “Service Suspension”). Applying reasonable effort, Company shall provide written notice of any Service Suspension to Customer and provide updates about the resumption of the Service following any Service Suspension, and, resume access to the Service as soon as reasonably possible after Company determines the event giving rise to the Service Suspension is resolved. Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any User may incur because of a Service Suspension.

17. Warranty Breach. Customer’s sole and exclusive remedy for Company’s breach of an express warranty relating to the functionality of the Service shall be that Company shall be required to use commercially reasonable efforts to modify the Service to achieve in all material respects the functionality described in the Documentation and if Company is unable to restore such functionality, Customer shall be entitled to terminate the Agreement and receive a prorated refund of any prepaid subscription fees for the remaining terminated portion of the Term. Company shall have no obligation with respect to such a warranty claim unless notified of such claim within three (3) months of the first instance of any material functionality problem.

18. Dispute Resolution and Arbitration.

PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR LEGAL RIGHTS.

Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms, or your use of the Website, the Services or any services provided by Company that cannot be resolved informally shall be submitted to binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration will be conducted in New York, NY, unless otherwise agreed in writing, and will be resolved by a single arbitrator.

Class Action Waiver: To the fullest extent permitted by applicable law, you and Company agree that any arbitration or proceeding shall be limited to the dispute between the parties individually. You agree not to bring or participate in any class, collective, or representative action against Company, and that no such arbitration or proceeding shall be combined with any other arbitration or legal proceeding.

Exceptions: Notwithstanding the foregoing, either party may:

• Seek equitable relief in a court of competent jurisdiction for injunctive or other equitable remedies to prevent actual or threatened infringement, misappropriation, or violation of a party’s intellectual property rights;

• Bring an individual action in small claims court if the claim qualifies.

Governing Law: These Terms and any dispute related to your use of the Website, Services, or any other services under these Terms or an Order Form shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles, except to the extent such laws are preempted by U.S. federal law, including the Federal Arbitration Act (FAA), which shall govern the enforceability and interpretation of the arbitration provisions in this Section.

Opt-Out: You may opt out of this arbitration provision by sending a written notice to legal@propelai.io within thirty (30) days of your first use of the Website or Services, stating your full name and expressing your intent to opt out of arbitration. If you do not opt out within the thirty-day period, you will be deemed to have accepted arbitration as set forth above.

19. Miscellaneous.

19.1 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

19.2 Severability. In the event of any invalidity of any provision of this Agreement, the parties agree that such invalidity will not affect the validity of the remaining portions of this Agreement and further agree to substitute for the invalid provision a mutually agreeable valid provision that most closely approximates the intent of the invalid provision.

19.3 Headings. The headings in this Agreement are for convenience of reference only and have no legal effect.

19.4 No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.

19.5 Assignment. Neither party may assign, transfer, or delegate any of its rights and obligations under this Agreement without the prior written consent of an authorized representative of the other party except a party may assign or transfer all or any portion of its rights or responsibilities under this Agreement by operation of law or otherwise to any other party in connection with a merger, acquisition, reorganization, or a sale of substantially all of its assets without prior notice to the other party. Any assignment in violation of this Agreement will be void and of no force and effect. All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the parties, their successors and permitted assigns.

19.6 Relationship. Each party hereto is an independent contractor, and neither party is, nor will claim to be, a legal representative, partner, franchisee, agent or employee of the other. This Agreement sets forth the Parties’ entire liability and exclusive remedies relating to this Agreement and the Service provided to Customer under this Agreement.

19.7 Publicity. Except as expressly prohibited by Customer in the applicable Order Form, Company is permitted to make use of Customer’s name, logo or trademarks on its website either as a case study or to display that Customer is a Customer of Company.

19.8 Force Majeure. Neither party will be liable to the other for a failure or delay in its performance of any of its obligations under this Agreement (except for the payment of amounts due hereunder) to the extent that such failure or delay is caused by circumstances beyond its reasonable control or by events such as fire, riot, flood, labor disputes, natural disaster, regulatory action, internet or telecommunications failures, terrorist acts, or other causes beyond such party’s reasonable control, provided that the nonperforming party gives notice of such condition and continues or resumes its performance of such affected obligation to the maximum extent and as soon as reasonably possible.

19.9 Entire Agreement. This Agreement (including the Schedules hereto) constitutes the entire understanding and agreement between the parties with respect to the subject matter addressed herein and supersedes any and all prior or contemporaneous oral or written communications with respect to the subject matter hereof, all of which are merged herein. In the event of a conflict between the foregoing terms and conditions and any Schedules to this Agreement, the foregoing terms and conditions will control. The parties agree that in the event Customer utilizes a purchase order, any term therein which purports to modify or supplement the terms of this Agreement will be void with no force or effect. Any provisions necessary to interpret the respective rights and obligations of the parties hereunder will survive any termination or expiration of this Agreement, regardless of the cause of such termination or expiration.

19.10 Changes to These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms.

19.11 Where required by applicable data protection laws, such as the GDPR or CCPA/CPRA, the parties agree to enter into a DPA, which will govern the processing of any personal data by Company on behalf of Customer. A copy of the DPA is available upon request or may be executed via electronic means.

19.12 US Government Rights. The Service, including software, documentation and technical data provided in connection with the Services are “commercial items”, comprised of “commercial computer software”, “commercial computer software documentation”, and “technical data” with the same rights and restrictions generally applicable to the Service. The terms “commercial items”, “commercial computer software”, “commercial computer software documentation”, and “technical data” are defined in the applicable US Federal Acquisition Regulations and the Defense Federal Acquisition Regulation Supplement. If Customer is using the Service on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any way with U.S. federal law, Customer will immediately discontinue use of the Service.

19.13 Website Content. The Website is provided on an "as is" basis and may use internet services that are not under our direct control. While we strive to provide accurate descriptions of our products and services, we do not warrant that the descriptions, pricing, or other content on the Website are accurate, complete, or current. We reserve the right to correct errors and to cancel any orders that were placed using incorrect descriptions or pricing. We do not warrant that the Website or its features will be accessible at all times or that it will function in an error free manner. We reserve the right to cease operating the Site or any of its features at any time.