Legal

IMPORTANT — PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 18 THAT AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A LAWSUIT IN COURT OR PARTICIPATE IN A CLASS ACTION. IT ALSO CONTAINS LIMITATIONS OF LIABILITY IN SECTION 13 AND DISCLAIMERS OF WARRANTY IN SECTION 12.

This Master Service Agreement, together with any Order accepted at signup (collectively, the "Agreement"), is entered into between Informic LLC, an Indiana limited liability company doing business as "Notify" ("Company," "we," "us," or "our"), and the business entity or individual identified at signup ("Client," "you," or "your"). Company and Client are each a "Party" and together the "Parties."

Client accepts this Agreement by affirmatively checking "I agree" or otherwise expressly accepting it after being given access to this Agreement. If Client does not agree, Client must not access or use the Service. Creating an account, accessing the Service, or paying a fee does not replace the required affirmative acceptance.

If you are accepting this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "Client" refers to that entity. If you lack such authority, you must not accept this Agreement.

1. DEFINITIONS

1.1 "Affiliate" means any entity that controls, is controlled by, or is under common control with a Party.

1.2 "AI Output" means any text, estimate, recommendation, classification, scheduling proposal, or other content generated by the artificial intelligence components of the Service.

1.3 "Authorized User" means an employee, contractor, or agent of Client whom Client permits to access the Service under Client's account.

1.4 "Business Day" means Monday through Friday, excluding U.S. federal holidays.

1.5 "Client Data" means all data, content, and information submitted to, collected by, or generated through the Service in connection with Client's account, including business configuration data, Visitor contact information, conversation transcripts, booking records, uploaded images, and calendar availability data.

1.6 "Confidential Information" has the meaning given in Section 11.

1.7 "Documentation" means user guides, onboarding materials, help articles, and other written materials Company makes available describing the Service.

1.8 "Effective Date" means the date Client first accepts this Agreement.

1.9 "Feedback" means suggestions, enhancement requests, recommendations, or other input regarding the Service.

1.10 "Order" means the Subscription Plan, pricing, and any additional terms selected or accepted by Client at signup or subsequently through the billing portal, which is incorporated herein by reference.

1.11 "Service" means the Notify platform, including the AI chat widget, embed script, appointment booking functionality, urgent-lead alerting, push notifications, analytics dashboard, administrative interfaces, associated APIs, and Documentation.

1.12 "Subscription Plan" means one of the plans described in Section 4, or any successor or replacement plan Company makes available.

1.13 "Third-Party Services" means services, software, or platforms not provided by Company that interoperate with the Service, including Google Calendar, Stripe, and any service Client elects to connect.

1.14 "Visitor" means any end customer or prospective customer of Client who interacts with the Notify chat widget deployed on Client's website or other property.

1.15 Interpretation: "including" means "including without limitation"; headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa.

2. THE SERVICE

2.1 Provision of Service. Subject to Client's compliance with this Agreement and payment of applicable fees, Company grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Term for Client's business operations, including interactions with Visitors through the Service. Suspension or termination of that right is governed by Section 5.

2.2 Reservation of Rights. All rights not expressly granted in this Agreement are reserved by Company. No license is granted by implication, estoppel, or otherwise.

2.3 Modifications to the Service. Company may add, modify, or enhance the Service. Except where reasonably necessary to address an urgent security threat or legal requirement, Company will give at least thirty (30) days' advance notice before discontinuing or materially reducing the core functionality included in Client's Subscription Plan. If such a reduction takes effect during a prepaid period, Client may terminate the affected subscription when the reduction takes effect and receive a refund of prepaid fees attributable to the unused terminated period. This Section does not limit Exhibit A, Section 6.6, or remedies for Company's breach of this Agreement.

2.4 Beta and Experimental Features. Company may offer features designated as "beta," "preview," "early access," or "experimental." Such features are provided AS IS, without warranty of any kind, may be discontinued at any time without notice, may not function as described, and are excluded from any support or availability commitment. Client uses beta features entirely at its own risk.

2.5 Support. Company will provide support via email on a commercially reasonable-efforts basis during normal business hours. Company does not currently offer a service level agreement guaranteeing uptime, availability, or response times. The Service is provided without any uptime guarantee.

2.6 Scheduled Maintenance. Company may perform maintenance that temporarily interrupts the Service. Company will attempt to schedule significant maintenance outside peak hours where practicable but is not obligated to do so.

2.7 Account Security. Client will safeguard its account credentials, manage access by Authorized Users, and promptly notify Company of suspected unauthorized access. Client is responsible for its Authorized Users' acts and omissions and for unauthorized activity to the extent caused by Client's failure to exercise reasonable care. Company remains responsible for its own security obligations and breaches of this Agreement. Liability is subject to Section 13.

2.8 No Professional Advice. The Service does not provide legal, financial, tax, insurance, licensing, or professional trade advice. AI Output regarding pricing, scheduling, urgency, or job assessment is informational only and is not a substitute for Client's own professional judgment.

3. THIRD-PARTY SERVICES AND DEPENDENCIES

3.1 General. The Service depends on and interoperates with Third-Party Services. Company does not control and is not responsible for Third-Party Services. Nothing in this provision limits Company's notice obligations or responsibility under the Data Processing Addendum.

3.2 No Liability. Company is not liable for any outage, error, data loss, security incident, pricing change, deprecation, rate limit, policy change, or discontinuation by any Third-Party Service, or for any resulting interruption of or damage to the Service, even if such event renders the Service partially or wholly unavailable. This Section does not exclude Company's responsibility for its own breach of this Agreement or its liability for Sub-processors under Section 10.5 of Exhibit A; the applicable limitations and carve-outs in Section 13 remain unchanged.

3.3 Client-Connected Services. If Client connects a Third-Party Service (such as Google Calendar), Client's use of that service is governed by that provider's own terms. Client represents it has all necessary rights and authorizations to make such connection, and authorizes Company to access, read availability from, and write to such service as necessary to operate the Service.

3.4 Changes in Dependencies. Company may change, add, or remove Third-Party Service providers, subject to the notice, functionality, and data protection obligations in Section 2.3 and Exhibit A. A provider change does not by itself relieve Company of its express obligations under this Agreement.

4. SUBSCRIPTION PLANS, FEES, AND PAYMENT

4.1 Plans. Company offers Free, Starter, Growth, and Pro Subscription Plans. Free provides limited functionality; a Free account does not become a paid subscription unless Client selects a paid plan and authorizes payment. In general, Starter includes the AI chat assistant, lead capture, urgent-lead alerts, and working-hours-aware time suggestions; Growth adds automated Google Calendar booking, the analytics dashboard, and automated follow-up on quiet leads; and Pro adds photo-based job assessment and priority routing for urgent jobs. Feature descriptions on Company's website and in the Service control the specific scope of each plan and may be updated subject to Section 2.3.

4.1.1 Plan Pricing; Founding Member Plan. The price of each Subscription Plan is shown on Company's pricing page and at checkout, and is confirmed in the Order. Clients who subscribe under Company's Founding Member plan are under different pricing than the standard plan pricing, as stated in their Order, and that pricing is governed by Section 4.5.

4.2 Billing. Fees are billed monthly in advance via Company's payment processor (Stripe) using the payment method on file. Subscriptions renew automatically at the then-current rate unless canceled in accordance with Section 5.

4.3 Payment Authorization. Client authorizes Company and its payment processor to charge the payment method on file for all fees when due, including renewal fees, upgrades, and applicable taxes. Client must keep payment information current and accurate.

4.4 Taxes. All fees are exclusive of sales, use, VAT, GST, excise, and similar taxes. Client is responsible for all such taxes, excluding taxes on Company's net income. If Company is required to collect such taxes, they will be added to Client's invoice.

4.5 Fee Changes. Subject to Section 4.5.1, Company may change subscription fees by notifying Client of the new price and its effective date at least thirty (30) days in advance under Section 19.4. The change applies no earlier than the first renewal occurring after that notice period. Client may avoid the new price by canceling before that renewal under Section 5.2. No fee change applies retroactively or increases fees for an already-paid billing period.

4.5.1 Founding Member Pricing. Notwithstanding Section 4.5, Company offers Founding Member pricing to a limited number of early Clients. A Client on the Founding Member plan will keep its founding rate for as long as its subscription remains continuously active and in good standing (that is, not canceled, terminated, or suspended for non-payment), and changes to Company's standard pricing will not increase that rate. If a Founding Member's subscription is canceled, terminated, or lapses, the founding rate may not be available if the Client later re-subscribes. Nothing in this Section limits Company's right to change the features included in a plan under Section 2.3.

4.6 Failed Payments and Suspension. If a charge fails, Company and its payment processor may retry automatically. If payment is not collected within ten (10) days of the due date, Company may suspend or restrict access to the Service without further notice. Suspension does not relieve Client of the obligation to pay accrued fees.

4.7 Late Amounts. Past-due amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, from the due date until paid.

4.8 Collection Costs. Client will reimburse Company for all reasonable costs of collecting past-due amounts, including collection agency fees, court costs, and reasonable attorneys' fees.

4.9 Billing Disputes and Chargebacks. Client should promptly contact Company about a billing error so the Parties can attempt to resolve it. Nothing in this Agreement requires Client to delay or waive a good-faith dispute, chargeback, payment reversal, or remedy available under applicable law or payment-network rules. Company may pursue fees established to be validly owed. A good-faith billing dispute or chargeback is not itself a material breach. Client is responsible for reasonable third-party chargeback fees only to the extent caused by Client's fraudulent or bad-faith payment reversal and recoverable under applicable law.

4.10 No Refunds. Except where required by applicable law or expressly provided in this Agreement, including Section 5.4, Section 14.3, and Section 10.4 of Exhibit A, all fees are non-refundable, including for partial billing periods, downgrades, unused features, account suspension resulting from Client's breach, or termination by Company for cause.

4.11 Upgrades and Downgrades. Upgrades take effect immediately with prorated charges. Downgrades take effect at the start of the next billing cycle and may result in loss of access to features and to data associated with those features.

4.12 Free Trials and Promotions. If Company offers a free trial or promotional rate, its duration, any conversion price, and the conversion date will be disclosed before Client accepts the offer. Conversion to a paid subscription requires Client's express authorization of the disclosed recurring charges. Client may avoid conversion by canceling before that date. A Free account does not automatically convert merely because it is used. Company may change future promotional offers but will honor the terms of an offer already accepted by Client.

5. TERM, TERMINATION, AND SUSPENSION

5.1 Term. This Agreement commences on the Effective Date and continues month-to-month until terminated in accordance with this Section (the "Term").

5.2 Termination by Client. Client may cancel at any time through the billing portal. Cancellation takes effect at the end of the then-current billing period, except where Exhibit A expressly permits earlier termination. No prorated refund is provided for the remainder of that period except as expressly provided in this Agreement, including Exhibit A, or required by applicable law.

5.3 Termination or Suspension by Company. Company may suspend or restrict access to the extent reasonably necessary, or terminate this Agreement, if: (a) Client fails to pay an amount within ten (10) days of its due date, subject to Section 4.6; (b) Client materially breaches this Agreement and fails to cure within fifteen (15) days after notice, or immediately where the breach is incapable of cure or continued access would cause an ongoing security or legal risk; (c) Company reasonably determines that Client's use creates a material security threat, unlawful activity, or material harm to the Service or another person; (d) Company reasonably believes Client is using the Service fraudulently or abusively; (e) required by law, regulation, or a binding Third-Party Service requirement; or (f) Client becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings, to the extent permitted by applicable law. Company will provide notice and the reason where lawful and reasonably practicable, limit suspension to the affected access where practicable, and restore suspended access when the applicable ground is resolved. Company will not use another ground solely to shorten Section 4.6's payment grace period or avoid Section 5.4's convenience-termination protections. This Section does not relieve Company of its own obligations or exclude liability preserved under Section 13.4.

5.4 Termination for Convenience by Company. Company may terminate this Agreement for any reason upon thirty (30) days' written notice to Client. Company will refund prepaid, unused fees for the terminated period. That refund does not waive accrued claims for Company's breach, rights under Exhibit A, or rights that cannot lawfully be excluded.

5.5 Effect of Termination. Upon termination or expiration: (a) rights to use the Service cease, except for the export and assistance rights under Section 6.6 and Exhibit A; (b) Client must immediately remove the Notify embed script from all properties; (c) all outstanding fees become immediately due and payable; and (d) Company will delete Client Data in accordance with Section 6.6.

5.6 Survival. Sections 1, 2.7, 2.8, 3.2, 4.7–4.10, 5.5, 5.6, 6.1–6.11, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, and 19 survive termination or expiration of this Agreement, as does Exhibit A (Data Processing Addendum), which survives as provided in Section 12.2 thereof.

6. CLIENT DATA

6.1 Ownership. As between the Parties, Client owns all right, title, and interest in Client Data.

6.2 License to Company. Client grants Company a worldwide, royalty-free, non-exclusive license to host, store, reproduce, transmit, display, technically format, and process Client Data only as necessary to provide, secure, maintain, and support the Service, perform this Agreement, and comply with applicable law. Processing of Client Personal Information is subject to Exhibit A. Use of aggregated or de-identified information is governed by Section 6.5. The Privacy Policy does not independently expand Company's rights to use Client Personal Information.

6.3 Client Responsibility for Data. Client is solely responsible for the accuracy, quality, legality, and appropriateness of Client Data, and for having all rights, consents, and permissions necessary for Company to process it as contemplated by this Agreement, including any consents required to collect Visitor information through the chat widget.

6.4 Data Isolation. Company implements logical access controls intended to separate each client's data. Client acknowledges that no access control system is infallible and that Company does not warrant that unauthorized access will never occur.

6.5 Aggregated and De-Identified Data. Company may create, use, and retain aggregated or de-identified information derived from Client Data for lawful benchmarking, analytics, model evaluation, and product improvement only if it does not identify Client or an individual and does not constitute Personal Information under applicable law. Company will comply with Section 4.9 of Exhibit A, will not attempt to re-identify the information except as lawfully permitted to test de-identification, and will impose the required restrictions on recipients. As between the Parties, Company owns the resulting aggregated or de-identified information, without acquiring ownership of Client Data.

6.6 Data Export and Deletion. Client may request an export of Client Data within thirty (30) days following termination (the "Export Window"), and Company will provide the requested export. The self-service lead export includes lead details and conversation transcripts; Client may contact Company for Client Data not included in that export or for assistance with record limits. Upon expiration of the Export Window, or earlier at Client's written direction, Company will delete Client Data from its active production systems. Company may retain data only as required by law or in routine backups until those backups cycle out in the ordinary course. Client Personal Information remains subject to the deletion, return, retention, and certification requirements and exceptions in Section 9 of Exhibit A.

6.7 No Backup Guarantee. Company does not warrant that it maintains backups of Client Data or that any backup will be recoverable. Client is solely responsible for maintaining its own independent copies of any data it considers important.

6.8 Security. Company will implement and maintain commercially reasonable technical and organizational measures designed to protect Client Data against unauthorized access, use, or disclosure. Client acknowledges that no method of transmission or storage is completely secure and that Company does not guarantee absolute security.

6.9 Security Incidents. In the event Company becomes aware of a confirmed unauthorized acquisition of Client Data from Company's systems, Company will notify Client without undue delay and provide reasonably available information. Except as provided in Exhibit A (Data Processing Addendum), Company's obligations under this Section are its sole obligations with respect to security incidents, and notification is not an admission of fault or liability.

6.10 Data Processing Addendum. Where Company Processes personal information contained in Client Data on Client's behalf, the Processing is governed by Exhibit A, incorporated into this Agreement. Company acts in the applicable service-provider or processor role described there. In a conflict between Exhibit A and any provision of this Agreement concerning that Processing, Exhibit A controls, subject to Section 19.11.

6.11 Visitor Requests. If Company receives a request from a Visitor to access, correct, delete, or restrict processing of their personal information, Company will forward the request to Client without undue delay, and Client will be responsible for responding as the controller of such information. Client will reasonably cooperate with Company in responding to such requests.

7. CLIENT OBLIGATIONS AND ACCEPTABLE USE

7.1 Accurate Business Information. Client is solely responsible for providing accurate, current, and complete information about its business, services, pricing, availability, working hours, and service area, and for promptly updating such information. Company has no obligation to verify Client-supplied information and no liability for AI Output that reflects inaccurate or outdated information supplied by Client.

7.2 Compliance with Law. Client is solely responsible for compliance with all laws applicable to its own business and its communications with its own customers, including consumer protection, advertising, licensing, trade regulation, contractor licensing, telemarketing, text messaging (including the TCPA and A2P messaging registration requirements), email marketing (including the CAN-SPAM Act), recording and disclosure laws, and applicable privacy and data protection laws.

7.3 Required Disclosures. Client is responsible for maintaining its own privacy policy and any legally required disclosures on its website, and for disclosing to Visitors, where required by applicable law, that they are interacting with an automated system. The Service displays a notice in the chat widget that Visitors are interacting with an AI assistant. Client will not remove, hide, or alter that notice, or configure the Service to present itself as a human.

7.4 Prohibited Conduct. Client will not, and will not permit any Authorized User or third party to: (a) use the Service in violation of any applicable law or regulation; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, models, or underlying structure of the Service; (c) copy, frame, mirror, resell, rent, lease, sublicense, distribute, or provide access to the Service to any third party, or use the Service to build or assist in building a competing product or service; (d) use the Service on behalf of any business other than the business identified in Client's account, or deploy the embed script on any website not owned or controlled by Client, without Company's prior written consent; (e) circumvent, disable, or interfere with any usage limits, plan restrictions, security features, or access controls of the Service; (f) transmit any malware, viruses, or harmful code; (g) use any automated means (bots, scrapers, crawlers) to access the Service except as expressly permitted; (h) submit or transmit content that is unlawful, defamatory, harassing, obscene, infringing, or that violates any third party's rights; (i) configure the Service to request, or otherwise solicit through the Service, any government identification numbers, payment card numbers, financial account numbers, health or medical information subject to HIPAA, biometric identifiers, precise geolocation, or other categories of sensitive information not required for the Service's operation. Client acknowledges that Visitors may volunteer such information unprompted in an open chat interface, and Client's obligation under this subsection is limited to its own configuration and solicitation of such information; (j) use the Service to send unsolicited communications in violation of applicable law; (k) impose an unreasonable or disproportionately large load on the Service or its infrastructure; (l) misrepresent AI Output as human-generated where such misrepresentation would violate applicable law; or (m) disclose Company's Confidential Information except as permitted by Section 11; this restriction does not prohibit truthful reviews, lawful reporting to regulators, protected disclosures, or publication of independently obtained performance observations that do not disclose Confidential Information.

7.5 Monitoring and Enforcement. Company may, but is not obligated to, monitor use of the Service for compliance with this Agreement, and may investigate suspected violations and take any action it deems appropriate, including suspension or termination under Section 5.3.

7.6 Usage Limits. Usage limits and any usage-based charges applicable to Client's Subscription Plan will be disclosed in the Order or otherwise expressly accepted by Client before they apply. Company may reasonably throttle or restrict usage that exceeds those limits or threatens the security or stability of the Service. Company will not impose additional charges solely because it considers usage abnormal unless Client has accepted the applicable charge and its calculation. Material reductions in included usage are subject to Section 2.3.

7.7 Automated Follow-Up Emails. If Client uses automated follow-up, Client authorizes Company to send follow-up emails on Client's behalf to Visitors where Client has a lawful basis to send them. Client is responsible for its instructions, recipient eligibility, required consents, and the accuracy of its business identity and valid physical mailing address. Company will include that identity, address, and a working unsubscribe link in each follow-up email and will not send such emails for an account without the required address. Company will honor recipient opt-outs across that Client's follow-up sequences, including subsequent leads using the same recipient address, and will maintain the minimum suppression information needed to prevent renewed sending unless the recipient subsequently gives legally sufficient affirmative consent. A new chat, lead, or sequence does not by itself revoke an opt-out. Client will not override suppression. Each Party remains responsible for legal duties applicable to its own conduct; this allocation does not bind regulators or recipients. AI-generated drafts remain AI Output subject to Section 9.

7.8 AI Provider Policies; No Regulated Advice. Client will use the Service in compliance with the usage policy of Company's AI model provider, as in effect from time to time and made available by Company on request. Without limiting Section 2.8, Client will not configure the Service to provide legal, medical, financial, or insurance-coverage advice, or to make or communicate eligibility, coverage, or claim determinations about any individual. Company may suspend any feature or account that Company reasonably believes would cause Company to violate its AI model provider's usage policy.

8. INTELLECTUAL PROPERTY

8.1 Company IP. Company owns and retains all right, title, and interest in and to the Service, including all software, source code, models, prompts, workflows, designs, user interfaces, trade dress, documentation, trademarks, and all modifications, enhancements, and derivative works thereof, and all intellectual property rights therein.

8.2 Client IP. Client retains all right, title, and interest in its business name, trademarks, logos, and content it submits to the Service. Client grants Company a limited license to use such marks and content solely to operate and display the Service as configured by Client, and as permitted by Section 15.

8.3 Feedback. Client grants Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, modify, and commercially exploit any Feedback for any purpose, without attribution, compensation, or any obligation to Client.

8.4 AI Output. Subject to Client's compliance with this Agreement, as between the Parties, Client may use AI Output generated through its account for its business purposes. Client acknowledges that AI Output is generated probabilistically, may not be unique, and that similar or identical output may be generated for other clients. Company makes no representation that AI Output is original, non-infringing, or protectable by intellectual property rights.

8.5 Infringement Notices. Company respects intellectual property rights and will respond to properly submitted notices of alleged infringement in accordance with applicable law.

9. ARTIFICIAL INTELLIGENCE DISCLAIMER

9.1 Nature of AI Output. The Service uses artificial intelligence and large language models to generate responses, price estimates, urgency classifications, and scheduling proposals based on information Client supplies. AI Output is probabilistic and may be inaccurate, incomplete, outdated, internally inconsistent, or wholly incorrect.

9.2 Not a Quote or Binding Offer. Price estimates generated by the Service are illustrative only and do not constitute a binding quote, offer, or contract between Client and any Visitor. Client is solely responsible for confirming pricing directly with its customers.

9.3 Urgency Classification; Not an Emergency System. The Service's urgency-classification functionality classifies messages based on language patterns and may produce false positives or false negatives. IT IS NOT AN EMERGENCY RESPONSE SYSTEM, MONITORING SERVICE, OR LIFE-SAFETY SYSTEM AND MUST NOT BE RELIED UPON AS ONE. Client will not use the Service for emergency response and will instruct Visitors not to rely on it for emergencies requiring immediate professional or governmental response, directing them to appropriate emergency services where applicable. Company does not guarantee detection, classification, transmission, or delivery of emergency communications. Responsibility and liability remain subject to the express obligations of this Agreement and Section 13.

9.4 Notification Delivery. Company does not guarantee that any push notification, email, or other alert will be generated, transmitted, delivered, or received in a timely manner or at all. Delivery depends on Third-Party Services, device settings, network conditions, and factors outside Company's control. Client is responsible for independently monitoring its leads and bookings.

9.5 Booking Accuracy. Company does not guarantee that appointments booked through the Service will be free of conflicts, correctly synchronized to Client's calendar, or accurately reflect Client's true availability. Client is responsible for reviewing and confirming all bookings.

9.6 Client Review Obligation. Client is responsible for reviewing communications and bookings generated through its account and correcting customer-facing errors within its control. Client must exercise independent judgment when relying on AI Output. This responsibility does not relieve Company of its express obligations or exclude liability preserved under Section 13.4.

10. REPRESENTATIONS AND WARRANTIES

10.1 Mutual. Each Party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) execution and performance will not violate any other agreement to which it is a party; and (c) it will comply with all laws applicable to its performance under this Agreement.

10.2 Client Representations. Client further represents and warrants that: (a) it is a business entity or individual operating a lawful business, and is not a consumer using the Service for personal, family, or household purposes; (b) it has all rights and consents necessary for Company to process Client Data as contemplated; (c) all information it provides is accurate and complete; (d) it holds all licenses, permits, insurance, and registrations required to operate its business and perform the services it advertises; and (e) it is not located in, or acting on behalf of any person in, a country or on any list subject to U.S. sanctions or export restrictions.

11. CONFIDENTIALITY

11.1 Definition. "Confidential Information" means non-public information disclosed by one Party ("Discloser") to the other ("Recipient") that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Client Data is Client's Confidential Information, provided that claims relating to Company's Processing of personal information within Client Data are governed by Exhibit A and Section 13 as described in Section 12.1 of Exhibit A. The Service's non-public technology, architecture, prompts, models, pricing terms not publicly listed, security practices, and roadmap are Company's Confidential Information.

11.2 Obligations. Recipient will: (a) use Discloser's Confidential Information only to perform under this Agreement; (b) not disclose it to third parties except to its employees, contractors, advisors, and service providers who have a need to know and are bound by confidentiality obligations no less protective than these; and (c) protect it using at least the degree of care it uses for its own confidential information of like importance, and no less than reasonable care.

11.3 Exceptions. Confidential Information excludes information that: (a) is or becomes public through no breach by Recipient; (b) was rightfully known to Recipient without restriction before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of or reference to Discloser's Confidential Information.

11.4 Compelled Disclosure. Recipient may disclose Confidential Information to the extent required by law or valid legal process, provided it gives Discloser prompt notice where legally permitted and reasonably cooperates in any effort to seek protective treatment.

11.5 Duration. Confidentiality obligations survive for three (3) years following termination, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law and retained Client Data remains protected for as long as it is retained. Exhibit A continues to govern retained Client Personal Information.

11.6 Equitable Relief. A breach of this Section may cause irreparable harm for which monetary damages are inadequate. Discloser may seek injunctive relief in addition to other available remedies, subject to the court's applicable standards, including any bond requirement and Section 18.

12. DISCLAIMER OF WARRANTIES

12.1 EXCEPT FOR EXPRESS WARRANTIES, COMMITMENTS, AND OBLIGATIONS IN THIS AGREEMENT, INCLUDING EXHIBIT A, AND RIGHTS THAT CANNOT LAWFULLY BE EXCLUDED, THE SERVICE AND AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ADDITIONAL WARRANTIES. NOTHING IN THIS SECTION DISCLAIMS THOSE EXPRESS OBLIGATIONS.

12.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS WARRANTIES OTHER THAN THOSE EXPRESSLY PRESERVED BY SECTION 12.1, WHETHER IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND SYSTEM INTEGRATION.

12.3 COMPANY DOES NOT WARRANT THAT: (a) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) ANY DEFECT WILL BE CORRECTED; (c) THE SERVICE OR ITS SERVERS ARE FREE OF HARMFUL COMPONENTS; (d) AI OUTPUT WILL BE ACCURATE, RELIABLE, COMPLETE, OR SUITABLE FOR ANY PURPOSE; (e) ANY NOTIFICATION WILL BE DELIVERED; OR (f) THE SERVICE WILL MEET CLIENT'S REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT.

12.4 No Guarantee of Business Results. COMPANY MAKES NO GUARANTEE OR REPRESENTATION REGARDING ANY NUMBER OF LEADS, BOOKINGS, CONVERSIONS, CUSTOMERS, OR AMOUNT OF REVENUE. Estimated revenue figures displayed in the dashboard are calculated from generalized average job values by trade type, are illustrative only, and are not a projection, promise, measurement of actual revenue, or guarantee of any kind. Client will not rely on such figures for accounting, tax, financing, valuation, or business planning purposes.

12.5 Jurisdictional Limits. Some jurisdictions do not allow the exclusion of certain warranties. To the extent such exclusion is prohibited, the excluded warranty is limited in duration and scope to the minimum period and extent permitted by applicable law.

13. LIMITATION OF LIABILITY

13.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, LOST OR CORRUPTED DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, FROM ALL CLAIMS COMBINED, WILL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES ACTUALLY PAID BY CLIENT TO COMPANY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM, OR (b) ONE HUNDRED U.S. DOLLARS ($100).

13.3 Specific Risks. The Service is subject to the third-party dependency, AI-output, notification, scheduling, account-security, and data-loss risks described in Sections 2, 3, 6, and 9. Those disclosures do not independently exclude liability for Company's breach of this Agreement, failure to exercise a legally required duty of care, or responsibility for Sub-processors under Section 10.5 of Exhibit A. Recoverable damages remain subject to Sections 13.1–13.5.

13.4 Carve-Outs. Sections 13.1 and 13.2 do not apply to: (a) Client's payment obligations under Section 4; (b) Client's indemnification obligations under Section 14.1; (c) either Party's breach of Section 11 (Confidentiality), subject to Section 13.5 and Section 12.1 of Exhibit A; (d) Client's violation of Section 7.4 or Section 8; or (e) either Party's fraud, gross negligence, willful or wanton misconduct, or other liability that applicable law prohibits limiting or excluding. No disclaimer, risk assumption, exclusive remedy, damages exclusion, liability cap, indemnity, contractual limitation period, or other provision of this Agreement waives or modifies rights or remedies that cannot lawfully be waived or modified. Nothing in this Agreement releases an independent claim belonging to a Visitor or other nonparty.

13.5 Super-Cap for Confidentiality. Notwithstanding Section 13.4(c), Company's total aggregate liability for breach of Section 11 (Confidentiality) will not exceed the greater of (a) the total fees paid by Client to Company in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one thousand U.S. dollars ($1,000). This super-cap does not apply to Client's liability for breach of Section 11, which remains uncapped, or to Company's liability for fraud, gross negligence, or willful misconduct.

13.6 Essential Basis. Client acknowledges that the disclaimers and limitations in Sections 12 and 13 are an essential basis of the bargain between the Parties, that the fees reflect this allocation of risk, and that Company would not provide the Service on the stated terms absent these limitations. These limitations apply notwithstanding the failure of essential purpose of any limited remedy.

13.7 Limitations Period. A claim for breach of this Agreement must be commenced within one (1) year after it accrues, except where applicable law prohibits that limitation. This contractual period does not apply to statutory claims, personal-injury claims, fraud, gross negligence, willful or wanton misconduct, or other claims whose applicable limitation period cannot lawfully be shortened. The period is tolled during the informal-resolution process in Section 18.1.

13.8 Jurisdictional Limits. Some jurisdictions do not allow certain limitations of liability. To the extent such limitation is prohibited, Company's liability is limited to the minimum extent permitted by applicable law.

14. INDEMNIFICATION

14.1 By Client. Client will defend, indemnify, and hold harmless Company, its Affiliates, and their respective officers, members, managers, employees, contractors, and agents against third-party claims and resulting damages, settlements, and reasonable defense expenses, to the extent caused by: (a) Client Data that infringes or violates third-party rights; (b) Client's breach of this Agreement or violation of applicable law; (c) Client's business operations, services, workmanship, licensing, or customer dealings; (d) Client's unlawful instructions, configurations, communications, or failure to obtain legally required consent or provide legally required disclosures; or (e) Client's unauthorized connection or use of Third-Party Services. This obligation does not apply to the extent a claim results from Company's breach of this Agreement, negligence, fraud, willful or wanton misconduct, or failure to perform its own legal obligations. Fines and penalties are covered only to the extent indemnification is lawful. Section 14.4 governs the defense and settlement.

14.2 By Company. Company will defend, indemnify, and hold harmless Client from and against third-party claims alleging that the Service, as provided by Company and used in accordance with this Agreement, directly infringes a valid U.S. patent, copyright, or trademark, or misappropriates a trade secret. This obligation does not apply to claims arising from: (a) Client Data or Client's own content or marks; (b) use of the Service in combination with any product, service, or data not provided by Company; (c) modification of the Service by anyone other than Company; (d) use of the Service in violation of this Agreement; (e) AI Output; (f) Third-Party Services; or (g) continued use after Company notifies Client to discontinue.

14.3 Company's Options. If the Service becomes, or Company believes it may become, subject to an infringement claim, Company may at its option and expense: (a) procure the right for Client to continue using the Service; (b) modify or replace the Service to make it non-infringing; or (c) terminate this Agreement and refund any prepaid, unused fees. Sections 14.2 and 14.3 state Company's entire liability and Client's sole and exclusive remedy for any claim of infringement.

14.4 Procedure. The indemnified Party will: (a) promptly notify the indemnifying Party in writing of the claim (provided that failure to give prompt notice relieves the indemnifying Party only to the extent it is materially prejudiced); (b) grant the indemnifying Party sole control of the defense and settlement, except that no settlement imposing non-monetary obligations on the indemnified Party may be entered without its consent, not to be unreasonably withheld; and (c) provide reasonable cooperation at the indemnifying Party's expense.

15. PUBLICITY

15.1 Company may identify Client as a customer and use Client's business name and logo in customer lists, its website, case studies, and marketing materials describing use of the Service.

15.2 Client may opt out of Section 15.1 at any time by written request to Company, and Company will cease such new use within a reasonable period, though it is not obligated to recall or modify materials already distributed.

15.3 Nothing in this Agreement restricts Client from publishing truthful reviews or statements about the Service.

16. FORCE MAJEURE

Neither Party is liable for any delay or failure to perform (excluding payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action, power or internet failures, cyberattacks, denial-of-service attacks, or failure, outage, or discontinuation of any Third-Party Service. Nothing in this provision removes Company's obligations under the Data Processing Addendum.

17. GOVERNING LAW AND VENUE

17.1 Governing Law. This Agreement and any dispute arising out of or relating to it are governed by the laws of the State of Indiana, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Venue. Except for small claims proceedings, permitted temporary protective relief, award enforcement, or another forum required by nonwaivable law, court proceedings permitted under Section 18 will be brought in Indiana state courts or federal courts located in Indiana having jurisdiction. Each Party consents to jurisdiction there. Nothing in this Section requires a Party to surrender a forum right that applicable law prohibits waiving.

18. DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER

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

18.1 Informal Resolution First. Before initiating arbitration or litigation, a Party will send notice under Section 19.4 describing the dispute and requested relief. The Parties will attempt good-faith resolution for thirty (30) days after effective notice. Applicable contractual and statutory limitation periods will be tolled during that period to the extent legally permitted. This process is not required for proceedings permitted under Section 18.4 or protective filings reasonably necessary to preserve a claim.

18.2 Binding Arbitration. Except as provided in Section 18.4, disputes arising out of or relating to this Agreement or the Service will be resolved by a single arbitrator administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, or its Consumer Arbitration Rules where AAA determines those rules apply. Rules and filing information are available at https://www.adr.org. The Federal Arbitration Act governs this arbitration agreement. The legal seat is Indiana, but Client may elect a remote hearing without travel to Indiana. Any necessary in-person hearing will occur at a reasonably accessible location agreed by the Parties or selected under the applicable AAA rules. The arbitrator may award individual relief available under applicable law, subject only to lawful contractual limitations. A court of competent jurisdiction will decide disputes concerning formation or enforceability of this arbitration agreement. Judgment on an award may be entered in any court of competent jurisdiction.

18.3 CLASS ACTION WAIVER. EACH PARTY AGREES THAT ANY PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PARTY AND MAY NOT PRESIDE OVER ANY FORM OF CLASS PROCEEDING. If this Section 18.3 is found unenforceable as to a particular claim, that claim (and only that claim) will be severed from arbitration and brought in court under Section 17.2.

18.4 Exceptions. Either Party may bring an individual claim within the jurisdiction of a small claims court where the defendant resides or does business, or seek temporary protective relief from a court of competent jurisdiction to preserve intellectual property, Confidential Information, or the effectiveness of arbitration. Seeking such temporary relief does not waive arbitration of the merits. Either Party may report matters to regulators or exercise rights that applicable law does not permit to be subjected to mandatory arbitration.

18.4.1 Arbitration Costs. For claims involving five thousand U.S. dollars ($5,000) or less, Company will pay AAA administrative and arbitrator fees exceeding the filing fee Client would pay in an accessible court with jurisdiction over the claim. Company will also pay additional administrative and arbitrator fees where required by applicable AAA rules or reasonably necessary to prevent arbitration costs from making the forum inaccessible. Expedited or documents-only procedures may be used where permitted by AAA rules and consistent with a fair opportunity to present the claim. This Section does not reduce protections under applicable Consumer Arbitration Rules.

18.5 JURY TRIAL WAIVER. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY.

18.6 Costs. Each Party bears its own attorneys' fees and litigation expenses unless applicable law expressly authorizes an award or a specific enforceable provision of this Agreement provides otherwise. The arbitrator may not award prevailing-party attorneys' fees solely because a Party prevailed. Statutory standards and restrictions governing fee awards remain unchanged. Administrative and arbitrator fees are governed by Section 18.4.1 and applicable AAA rules, with the more protective applicable requirement controlling.

18.7 Severability of this Section. If any portion of this Section 18 other than Section 18.3 is found unenforceable, the remainder will continue in effect.

19. GENERAL PROVISIONS

19.1 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, franchise, or employment relationship.

19.2 Assignment. Client may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without Company's prior written consent. Any attempted assignment in violation of this Section is void. Company may freely assign this Agreement, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. This Agreement binds and inures to the benefit of the Parties' permitted successors and assigns.

19.3 Subcontractors. Company may use subcontractors and service providers to perform any of its obligations, provided Company remains responsible for their performance to the extent set forth in this Agreement.

19.4 Notices. Notices of fee changes, material contractual changes, material Service reductions, termination, breach, disputes, and Sub-processor changes will be sent by email to Client's current account email address or, for Company, legal@informic.app. In-app notices may supplement but do not replace required email notice. Email notice is effective when sent unless the sender receives a delivery-failure notification, in which case the sender must use another reasonably available delivery method before relying on the notice period. Notices may also be sent by tracked mail to a Party's designated mailing address and are effective on recorded delivery. Company's mailing address is Informic LLC d/b/a Notify, PO Box 59, La Porte, IN 46352. Client must keep its notice details current. Formal service of legal process remains governed by applicable law.

19.5 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed, and the remaining provisions will continue in full force and effect.

19.6 No Waiver. No failure or delay in exercising any right constitutes a waiver, and no waiver is effective unless in writing and signed by the waiving Party. A waiver of one breach is not a waiver of any other.

19.7 No Third-Party Beneficiaries. This Agreement is for the benefit of the Parties and their permitted successors and assigns. It does not create contractual rights for a Visitor or other third party, but does not limit independent rights granted by applicable law.

19.8 Export Compliance. Client will comply with all applicable export control and economic sanctions laws and will not export, re-export, or make the Service available to any prohibited person, entity, or jurisdiction.

19.9 U.S. Government Users. If Client is a U.S. government entity, the Service is "commercial computer software" provided with only those rights granted to all other users under this Agreement.

19.10 Modification of this Agreement. This Agreement takes effect for Client on the Effective Date. Company will provide at least fifteen (15) days' advance notice under Section 19.4 before a material amendment takes effect, identifying the changes and their effective date. Fee changes remain subject to Section 4.5 and Sub-processor changes remain subject to Exhibit A. Client may reject an amendment by canceling before its effective date and may continue using the Service under the previously accepted terms through the end of an already-paid period. Continued use after the amendment takes effect constitutes acceptance only following the required notice and opportunity to cancel. No amendment applies retroactively to accrued rights, obligations, or disputes, and the notice period does not shorten another, longer notice period expressly required by this Agreement.

19.11 Order of Precedence. In the event of a conflict, the following order controls: (a) any written agreement signed by both Parties expressly superseding this Agreement; (b) Exhibit A (Data Processing Addendum), with respect to the Processing of personal information; (c) the Order; (d) this Agreement; (e) the Privacy Policy; (f) the Sub-processor Page referenced in the Privacy Policy; (g) Documentation.

19.12 Entire Agreement. This Agreement, together with Exhibit A, the Order, the Privacy Policy, and the Sub-processor Page, constitutes the entire agreement between the Parties regarding the Service and supersedes all prior or contemporaneous agreements, proposals, and communications, written or oral. Any additional or conflicting terms in a Client purchase order or similar document are void and of no effect.

19.13 Electronic Signature and Records. Client consents to transact electronically and to receive an accessible electronic copy of the Agreement. An affirmative electronic acceptance made with intent to agree has the effect provided by applicable electronic-signature law. Company will retain the accepted version and an acceptance record and make a copy available on request. Mere access to the Service does not replace required affirmative acceptance. Admissibility and evidentiary weight of electronic records remain governed by applicable law.

19.14 Counterparts. If executed as a signed document, this Agreement may be executed in counterparts, each of which is an original and together constitute one instrument.

19.15 Headings. Section headings are for convenience only and do not affect interpretation.

19.16 No Construction Against Drafter. This Agreement will not be construed against either Party as the drafter.

ACCEPTANCE

BY AFFIRMATIVELY CHECKING "I AGREE" OR OTHERWISE EXPRESSLY ACCEPTING THIS AGREEMENT AFTER BEING GIVEN ACCESS TO IT, CLIENT ACKNOWLEDGES AGREEMENT TO ITS TERMS, INCLUDING THE ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 18, THE LIMITATIONS OF LIABILITY IN SECTION 13, AND THE DISCLAIMERS IN SECTION 12.