End-User License Agreement

Article 0 — Definitions

"Agreement" means this End-User License Agreement, including any exhibits, addenda, or incorporated terms.

"System" has the meaning set forth in the preamble and includes Provider’s enablement system, including any associated software, customizations (including customizations of third-party software), documentation (including video and written training), data, databases, and services, as made available by Provider.

"Third-Party Services" means any third-party platforms, software, data sources, websites, tools, or services that are not owned or controlled by Provider, including any CRM or data provider integrated with or used in connection with the System.

"User" means the individual or entity agreeing to these terms and accessing or using the System.

"Authorized Users" means User’s employees, contractors, and agents who are authorized by User to access and use the System solely for User’s internal business purposes and who are bound by obligations consistent with this Agreement.

"User Data" means data, information, content, records, files, and materials that User or its Authorized Users submit to, upload into, transmit through, or otherwise make available for processing by the System, including data sourced from User’s Third-Party Services accounts.

"Personal Information" means any information relating to an identified or identifiable natural person (or equivalent term such as "personal data" under applicable privacy laws) that is included in User Data.

"User Output" means reports, exports, analyses, and other business outputs generated specifically for User from User Data through the ordinary use of the System, but excludes Provider’s templates, scoring models, training frameworks, benchmarking logic, data structures, methodologies, prompt libraries, and other Provider intellectual property embedded in or reflected by such outputs.

"Usage Data" means data and information regarding access to and use of the System, including feature usage, activity logs, audit logs, clickstream data, diagnostic data, performance data, device/system metadata, and aggregated or de-identified usage statistics, but excluding User Data.

"Effective Date" means the date this Agreement is executed or accepted by User (including by click-through acceptance), unless otherwise specified in a written order, statement of work, or similar document executed by the parties.

"Applicable Law" means all applicable laws, rules, regulations, and binding governmental requirements applicable to the parties or the subject matter of this Agreement, including privacy, data protection, and marketing/communications laws.

Article I — Grant of License

1.1 Limited License

Provider (or its licensors) grants User a non-exclusive, non-transferable, non-sublicensable, commercial license to install and/or use the System (in whole or in part), for such time until either User or Provider terminates this Agreement. User may not resell, sublicense, timeshare, or otherwise make the System available to third parties except as expressly authorized in writing by Provider. Updates, upgrades, patches and modifications may be necessary in order to be able to continue to use the System on certain hardware. The System is solely for User’s internal business purposes, subject to the terms and conditions of this Agreement. The System is licensed, not sold. User’s license is limited to use of the System as delivered by Provider.

1.2 Scope of Use

User shall not, directly or indirectly: (i) sell, rent out, lease, license, distribute, market, or exploit the System or any of its parts commercially to any unauthorized third parties; (ii) reverse engineer, decompile, disassemble, modify, adapt, reproduce, or create derivative works of this System, in whole or in part, or otherwise attempt to derive the source code of the System; (iii) interfere with, disrupt, circumvent, test, probe, scan, or attempt to gain unauthorized access to the System or related systems; (iv) use the System to develop a competing product or service; (v) publicly display, disclose, or share the System’s materials, features, or functionalities without explicit authorization from Provider; (vi) remove, alter, disable, or circumvent any copyright and trademark indications or other authorship and origin information, notices or labels contained on or within this System; and (vii) export or re-export this System or any copy or adaptation in violation of any applicable laws or regulations.

Without limiting Provider’s rights to take action against User, User further agrees not to:

• Create, use, share, or publish any material (including text, words, images, sounds, videos, etc.) in connection with the System that violates confidentiality obligations, infringes intellectual property rights, breaches an individual’s privacy rights, or encourages unlawful activities such as piracy, hacking, or the distribution of counterfeit software.
• Modify, distort, block, abnormally burden, disrupt, slow down, and/or hinder the normal functioning of all or part of the System, or its accessibility to other users, or attempt to do any of the above.
• Create, supply, or use alternative methods of using the System.
• Falsely claim to be an employee or representative of Provider or its partners and/or agents.
• Falsely claim an endorsement in connection with the System or with Provider.
• Use automated means, including bots, crawlers, scrapers, or model-training processes, to access, monitor, copy, extract, or use the System or its contents except as expressly permitted by Provider.
• Share credentials to bypass licensing requirements of the System.
• Create or provide training to a competing product or service utilizing the System’s data.

1.3 Compliance

While using the System, User agrees to comply with all applicable laws, rules, and regulations. User also agrees to comply with certain rules of conduct that govern User’s use of the System ("Rules of Conduct"), as such rules may be updated by Provider from time to time in accordance with Section 8.6. In all cases, User may only use the System according to anticipated use of the System. User shall take reasonable steps to prevent unauthorized access to or misuse of the System, and User shall promptly notify Provider of any suspected or actual breach of this Agreement.

1.4 Usage Data; Analytics; Product Improvement

User acknowledges and agrees that Provider may collect, generate, and use Usage Data in connection with User’s access to and use of the System. "Usage Data" means data and information regarding use of the System, including without limitation feature usage, activity logs, system performance data, diagnostic data, and aggregated or de-identified usage statistics, but excluding (a) User’s proprietary business content uploaded to the System and (b) Personal Information to the extent prohibited by applicable law. Provider may use Usage Data to: (i) provide, maintain, secure, and support the System; (ii) develop, test, improve, or enhance Provider’s products and services (including using analytics and artificial intelligence); and (iii) generate reports, benchmarks, and insights that are aggregated and/or de-identified such that they do not identify User or any individual.

1.5 Privacy, Marketing, and Data Protection Responsibilities

User is solely responsible for compliance with all laws and regulations applicable to User’s collection, use, upload, processing, disclosure, and sharing of any data, including without limitation privacy, data protection, and marketing/communications laws (including rules governing email, SMS, dialing, consent, and opt-outs). User represents and warrants that it has all rights, permissions, and lawful bases (including, where required, notice and consent) necessary to provide any data to Provider and to use the System as contemplated by this Agreement, without violating applicable law or any third-party rights (including privacy rights).

User Notices/Requests. User is responsible for responding to any requests from individuals relating to User’s communications and data practices (including opt-outs, access, deletion, or similar requests), and for maintaining appropriate records of consent and suppression lists.

User Notification to Provider. User shall promptly notify Provider if User becomes aware of: (i) any claim, complaint, regulatory inquiry, or legal request relating to User’s use of the System or User’s data; or (ii) any unauthorized access to User accounts or credentials for the System.

Article II — Ownership

2.1 Provider Ownership

All title, ownership rights, and intellectual property rights in and to the System and any and all copies thereof, including, but not limited to software, customizations, documentation, and trademarks, are owned by Provider or its licensors. This System may contain certain licensed materials and, in that event, Provider’s licensors may protect their rights in the event of any violation of this Agreement. Any reproduction or representation of these licensed materials in any way and for any reason is prohibited without Provider’s prior written consent and, if applicable, Provider’s licensors. Except as expressly set forth in this Agreement, all rights not granted hereunder to User are expressly reserved by Provider.

This License confers no title or ownership in the System and should not be construed as a sale of any rights in the System.

2.2 User Data and User Output (Perpetual License)

As between Provider and User, User retains all rights, title, and interest in and to User Data. Subject to User’s compliance with this Agreement, Provider grants User a perpetual, worldwide, royalty-free license to use, reproduce, display, and internally distribute User Output, solely for User’s internal business purposes.

No Rights to Underlying System. For clarity, User’s rights to User Output do not grant User any rights to the System or Provider’s underlying software, templates, methodologies, training materials, databases, customizations, algorithms, data compilation methods, or other intellectual property, all of which remain exclusively owned by Provider and/or its licensors.

Article III — Disclaimers; Limitation of Liability

3.1 Disclaimers

Except as expressly stated in this Agreement, the System is provided "as is" and "as available." Provider disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade. Provider does not warrant that the System will be uninterrupted, error-free, or completely secure, or that all defects will be corrected.

3.2 No Guarantee of Results

Provider does not guarantee any business outcome, revenue result, lead volume, conversion result, or accuracy/completeness of third-party or user-supplied data.

3.3 Exclusion of Certain Damages

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, loss of goodwill, loss of business opportunity, or loss/corruption of data, arising out of or relating to this Agreement, even if advised of the possibility.

3.4 Liability Cap

To the fullest extent permitted by law, Provider’s total aggregate liability arising out of or relating to this Agreement will not exceed the amounts paid or payable by User to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

3.5 Carveouts

The exclusions/cap in this Article do not apply to: (a) User’s payment obligations; (b) User’s breach of Section 1.2 or Article VII; (c) either party’s gross negligence, willful misconduct, or fraud; or (d) amounts payable under User’s indemnification obligations.

Article IV — Data Accuracy Disclaimer

Provider does not guarantee the accuracy, completeness, timeliness, or reliability of data made available through the System, particularly where sourced from User, third parties, or integrated third-party systems. User is solely responsible for validating data before relying on it for business decisions.

Article V — Indemnification

User will defend, indemnify, and hold harmless Provider and its affiliates, officers, directors, employees, and licensors from and against third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) User Data; (b) User’s violation of applicable law; (c) User’s breach of this Agreement; or (d) User’s misuse of the System.

The provisions of this Article V shall remain in force after termination of this Agreement.

Article VI — Payment & Termination

6.1 Payment Terms

User’s continued access to the System is contingent on full and timely payments of all fees due to Provider, except as otherwise stated in an applicable order form or statement of work.

6.2 Cancellation and Termination

Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail; provided, however, that non-payment of amounts due must be cured within ten (10) days after written notice. Notwithstanding the foregoing, Provider may terminate this Agreement immediately upon written notice if: (a) User’s breach is not capable of cure, (b) User violates Section 1.2 (Scope of Use) or Article VII (Confidentiality), or (c) User’s use of the System poses a security risk, violates applicable law, or may expose Provider or its licensors to liability. Upon any termination or expiration, User’s license rights immediately cease and User must comply with Section 6.3 (Effect of Termination).

6.3 Effect of Termination

All outstanding fees, charges, and obligations owed by User up to the effective date of termination shall become immediately due and payable. In addition, within ten (10) business days after the effective date of termination (the "Deprovisioning Period"), User shall: (a) cease all access to and use of the System; (b) delete or destroy all Provider Confidential Information and System materials in User’s possession or control excluding User Data and User Output as defined in Article 0 and Section 2.2; and (c) provide Provider written certification of compliance, signed by an authorized representative of User.

Compliance and Costs. If User does not comply with this Section 6.3, Provider may pursue any remedies available at law or in equity, including injunctive relief. If Provider incurs reasonable third-party costs to verify or enforce User’s compliance with this Section, User will reimburse those costs to the extent resulting from User’s breach.

6.4 User Data Requests

Upon written request made within thirty (30) days after termination, and subject to payment of all undisputed amounts due, Provider will make commercially reasonable efforts to provide User with a copy of then-available User Data in a standard export format, after which Provider may delete User Data in accordance with its retention practices and applicable law.

Article VII — Confidentiality

7.1 Definition

"Confidential Information" means non-public information disclosed by either party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Provider Confidential Information includes the System, documentation, code, configurations, pricing, and non-public business or technical information. User Confidential Information includes User Data, non-public business records, customer/prospect information, and non-public information from User’s third-party systems made available through the System.

7.2 Obligations of Confidentiality

Receiving Party will:

• (a) use the Disclosing Party’s Confidential Information only as needed to perform or exercise rights under this Agreement;
• (b) not disclose it to third parties except to employees, contractors, advisors, and service providers with a need to know and who are bound by confidentiality obligations at least as protective as this Agreement; and
• (c) protect it using at least reasonable care, and no less than the care it uses for its own similar confidential information.

7.3 Exclusions

The obligations of confidentiality do not apply to information that:

• Is or becomes publicly available through no fault of Receiving Party.
• Was known to Receiving Party prior to disclosure by Disclosing Party, as evidenced by written records.
• Is independently developed by Receiving Party without reference to or use of Confidential Information.
• Is disclosed to Receiving Party by a third party legally entitled to make such disclosure.

7.4 Compelled Disclosure

Receiving Party may disclose Confidential Information to the extent required by law, subpoena, court order, or governmental request, provided that, to the extent legally permitted, Receiving Party gives prompt written notice to Disclosing Party and reasonably cooperates with Disclosing Party’s efforts to seek confidential treatment or limit the disclosure.

7.5 Remedies for Breach

Each party acknowledges that unauthorized disclosure may cause irreparable harm and that injunctive or equitable relief may be available.

Article VIII — Miscellaneous

8.1 Severability

If any court of competent jurisdiction or competent authority finds that any provision of this Agreement is invalid, illegal, or unenforceable, that provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable, or illegal provision of this Agreement would be valid, enforceable, and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid, and enforceable to reflect Provider’s initial intentions.

8.2 No Waiver

No failure or delay by Provider (or its licensors) to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

8.3 Governing Law

This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the State of Michigan, without regard to its conflict of laws principles that would result in the application of the laws of another jurisdiction. Any dispute, claim, or controversy arising out of or related to this Agreement, the System, or any related services shall be resolved exclusively in the state or federal courts located in Oakland County, Michigan, and each party consents to the personal jurisdiction and venue of such courts.

8.4 Time Limit for Claims

To the maximum extent permitted by applicable law, User agrees that any claim, dispute, or cause of action arising out of or relating to this Agreement, the System, or any related services must be initiated within one (1) year from the date the issue giving rise to the claim is discovered or reasonably should have been discovered. Failure to bring a claim within this timeframe permanently bars the claim.

8.5 Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, whether oral or written.

8.6 Changes to the Agreement

Provider may update this Agreement from time to time. Provider will give User reasonable prior notice of any material changes, which may be provided by email, in-product notice, or other reasonable means. Material changes will become effective on the date stated in the notice. If User objects to a material change, User’s exclusive remedy is to stop using the System and terminate this Agreement before the effective date of the change. Changes required by law, security, or abuse prevention may take effect more quickly where reasonably necessary.

8.7 Force Majeure Events

Provider shall not be liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or interruptions in internet or communication services.

8.8 No Transfer by User

User may not assign or transfer this Agreement, or any rights or obligations under it, without the prior written consent of Provider. Any unauthorized assignment is null and void. Provider may assign or transfer this Agreement without restriction.

8.9 Headings

Headings used in this Agreement are for reference purposes only and shall not affect the interpretation of any provision.

8.10 Attorney Fees

In any action to enforce this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs.

8.11 Acknowledgment and Acceptance

By performing an electronic signature acceptance and utilizing the System, User acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement. User further represents and warrants that they have the authority to enter into this Agreement and that their use of the System will be in compliance with its terms and all applicable laws and regulations.