Terms of Service

1 Acceptance of Terms

By accessing, browsing, or using the Oppsure CRM platform (the "Service"), you agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree to these Terms, you may not use the Service. These Terms apply to all users, visitors, and other persons who access or use the Service.

By creating an account or using the Service, you represent and warrant that you are at least 18 years of age, or that you have the consent of a parent or legal guardian, and that you have the legal capacity to enter into a binding contract.

2 Description of Service

Oppsure provides a cloud-based Customer Relationship Management (CRM) platform that includes, but is not limited to:

• (a) Contact and lead management tools for storing and organizing customer information;
• (b) Sales pipeline and deal tracking capabilities;
• (c) Email integration and communication management features;
• (d) Task automation and workflow management tools;
• (e) Reporting, analytics, and business intelligence dashboards;
• (f) Third-party integrations and API access;
• (g) Team collaboration and user management features; and
• (h) Such other features as we may provide from time to time.

3 Account Registration and Security

To access certain features of the Service, you must create an account. You agree to:

• (a) Provide accurate, current, and complete information during registration;
• (b) Keep your account credentials secure and confidential;
• (c) Not share your account credentials with any third party;
• (d) Promptly update your account information to keep it accurate and current;
• (e) Immediately notify us of any unauthorized use of your account or any other breach of security;
• (f) Limit the number of user accounts to one per individual or entity, except as explicitly permitted;
• (g) Be responsible for all activities that occur under your account;
• (h) Ensure that you have the authority to register each user on behalf of your organization;
• (i) Comply with all applicable laws regarding data collection and processing through the Service; and
• (j) Designate an administrator responsible for managing your account and compliance with these Terms.

We reserve the right to suspend or terminate accounts that are inactive for more than 90 consecutive days, or that we reasonably believe are in violation of these Terms.

4 Acceptable Use

You agree not to:

• (a) Use the Service in any way that violates any applicable federal, state, local, or international law or regulation;
• (b) Misrepresent or attempt to misrepresent your identity, affiliation, or the nature of the Service;
• (c) Transmit any material that is defamatory, offensive, or otherwise objectionable;
• (d) Engage in any activity that constitutes the unauthorized practice of law, accounting, or any other licensed profession;
• (e) Use the Service to collect, store, process, or transmit personally identifiable information of any individual without their express consent and in compliance with applicable data protection laws;
• (f) Attempt to reverse engineer, decompile, disassemble, or derive source code from any part of the Service, except as permitted by law;
• (g) Interfere with or disrupt the Service, servers, or networks connected to the Service;
• (h) Use any automated means, including bots, scrapers, or spiders, to access or extract data from the Service, except as expressly permitted through our public API;
• (i) Resell, redistribute, sublicense, or transfer the Service to any third party without our prior written consent;
• (j) Use the Service to engage in spam, unsolicited bulk email, or any form of deceptive practice;
• (k) Circumvent any rate limits, usage caps, or other technical restrictions we have implemented;
• (l) Use the Service to store or transmit any malware, viruses, or other malicious code;
• (m) Create additional accounts to circumvent any suspension, limitation, or restriction imposed on your account; or
• (n) Use the Service for any purpose that we reasonably deem inappropriate, unethical, or legally risky.

5 Data Protection and Privacy

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to our collection, use, and sharing of your information as described in the Privacy Policy.

Data Processing. You are solely responsible for any personal data you upload, transmit, store, or process through the Service ("Customer Data"). You represent and warrant that:

• (a) You have obtained all necessary consents to collect, store, and process the Customer Data through the Service;
• (b) The Customer Data does not contain sensitive personal information, including but not limited to health records, financial account numbers, social security numbers, or biometric data, unless you have obtained explicit consent and implemented appropriate safeguards;
• (c) The processing of Customer Data complies with the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and all other applicable data protection and privacy laws;
• (d) You will respond to any data subject access requests or deletion requests in a timely manner; and
• (e) You maintain appropriate technical and organizational security measures to protect Customer Data.

Data Ownership. You retain all right, title, and interest in and to the Customer Data. We do not claim any ownership rights in your Customer Data. We process Customer Data solely as a data processor on your behalf, as directed by you.

Data Retention and Deletion. We will retain your Customer Data for the duration of your account and for a period of up to 90 days after your account is terminated or cancelled. Upon request, or upon the expiration of the retention period, we will securely delete all Customer Data from our systems and backups. If you wish to retain your data, you may export it at any time through the Service's data export feature.

6 Intellectual Property Rights

The Service and its entire contents, features, and functionality, including but not limited to all code, text, images, photos, videos, information, and the design, selection, and arrangement thereof, are owned by Oppsure, its licensors, or other providers of the Service and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

License Grant. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable, license to access and use the Service for your internal business purposes during the term of your subscription. This license does not include the right to:

• (a) Modify or copy the Service or any portion thereof;
• (b) Create derivative works based upon the Service;
• (c) Distribute the Service or allow sublicense of the Service to any third party;
• (d) Use the Service for the benefit of any third party without our consent;
• (e) Use any owned or controlled marks of Oppsure, including our trademarks, service marks, logos, and trade names;
• (f) Delete or alter any copyright, trademark, or other proprietary rights notices;
• (g) Engage in any activity that undermines the value or reputation of the Service; or
• (h) Use the Service to build a competitive product or service.

7 Fees and Payment Terms

Pricing Plans. The Service is offered under various subscription plans as described on our pricing page. We reserve the right to change our pricing at any time, provided that we give you at least 30 days' notice before the price change takes effect. Price changes will not apply to any active subscription term until its renewal date.

Subscription Terms. Subscriptions are available on a monthly or annual basis, as selected by you at the time of purchase. All subscriptions are pre-paid and non-refundable, except as expressly provided herein. The subscription will automatically renew for successive periods unless you cancel before the renewal date.

Payment. All fees are quoted in USD. Payment must be made in advance through our approved payment methods. You authorize us to charge the payment method on file for each renewal period. If a payment fails, we will attempt to reprocess it for up to 30 days. If payment remains unsuccessful for more than 30 days, your account may be suspended and the Service may be discontinued.

Taxes. All fees are exclusive of taxes. You are responsible for paying all applicable sales, use, value-added, GST, HARVAT, and other taxes, less any tax that we are legally required to collect. You shall reimburse us for any taxes we are legally required to collect.

Free Trials and Promotional Offers. We may, from time to time, offer free trials, credits, or other promotional offers. Such offers may be subject to additional terms and restrictions specified at the time of the offer. Free trials may be converted to paid subscriptions automatically upon expiration unless cancelled.

8 Termination

By You. You may cancel your subscription at any time through your account settings or by contacting our support team. Cancellation will take effect at the end of the current billing period. Upon cancellation, you will not be charged further, but you will lose access to the Service at the end of your paid term.

By Oppsure. We may, in our sole discretion:

• (a) Suspend or terminate your access to the Service immediately, without prior notice, if we reasonably believe you have violated these Terms;
• (b) Suspend or terminate your account due to inactivity, non-payment, or fraud;
• (c) Discontinue or materially modify the Service at any time, with or without notice;
• (d) Refuse, restrict, or revoke our permission to access the Service at any time, for any reason or no reason;
• (e) Refuse to provide the Service to any person, entity, or country, or change the geographic scope of the Service at any time; or
• (f) Terminate your account if required to do so by law or at the request of law enforcement.

Effect of Termination. Upon termination:

• (a) Your license to use the Service will immediately cease;
• (b) You will no longer be able to access the Service or any data stored therein;
• (c) We will, subject to our data retention policy, delete your Customer Data as described in Section 5;
• (d) Any refunds owed will be processed in accordance with our refund policy; and
• (e) Any provisions of these Terms that by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

9 Service Level Agreement (SLA)

Uptime Commitment. We strive to maintain 99.9% uptime for the Service. Our uptime is calculated on a monthly basis, excluding scheduled maintenance windows (which will be communicated at least 72 hours in advance).

Maintenance. We may perform scheduled maintenance that requires temporary downtime. We will provide at least 72 hours' notice for planned maintenance. Emergency maintenance may be performed without prior notice but will be communicated as soon as reasonably practicable.

Service Credits. If the Service experiences more than 0.1% downtime in any given month (excluding scheduled maintenance and force majeure events), you may be eligible for a service credit as follows:

• (a) 10% credit for 0.1% to 0.5% downtime;
• (b) 25% credit for 0.5% to 1% downtime;
• (c) 50% credit for more than 1% downtime;
• (d) Service credits must be requested within 30 days of the downtime event; and
• (e) Service credits are the sole and exclusive remedy for service interruptions.

Exclusions. The SLA does not apply to downtime caused by: (i) your negligence or misuse; (ii) third-party services or integrations; (iii) force majeure events; (iv) your network or equipment; or (v) any maintenance or changes you make to the Service.

10 Warranties and Disclaimers

Service Warranty. We warrant that:

• (a) We have the right and authority to provide the Service and grant the license herein;
• (b) The Service will perform substantially as described in its documentation;
• (c) We will use commercially reasonable efforts to maintain the availability and security of the Service; and
• (d) We will not knowingly infringe any third-party intellectual property rights through the provision of the Service.

Disclaimers. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE, ITS FEATURES, AND ALL RELATED CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, OPPSURE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUPPLIERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION:

• (a) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, OR DATA ACCURACY;
• (b) ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE;
• (c) ANY WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE; and
• (d) ANY WARRANTIES CONCERNING RESULTS OR OUTCOMES OBTAINED FROM USING THE SERVICE.

No Professional Advice. The Service is provided for business management purposes only. Nothing in the Service or these Terms constitutes legal, financial, tax, or professional advice. You should consult with qualified professionals before making any business, legal, financial, or tax decisions.

11 Limitation of Liability

Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OPPSURE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE FOR:

• (a) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES;
• (b) ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES;
• (c) ANY LOSS OF BUSINESS, CONTRACTS, OR OPPORTUNITIES;
• (d) ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; or
• (e) ANY CLAIMS ATTRIBUTABLE TO CONTENT PROVIDED BY THIRD PARTIES.

Liability Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OPPSURE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID BY YOU TO OPPSURE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) $100 USD.

Exceptions. THE LIMITATIONS SET FORTH IN THIS SECTION 11 SHALL NOT APPLY TO: (I) LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OPPSURE'S NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) BREACH OF CONFIDENTIALITY; (IV) INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; OR (V) ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12 Indemnification

You agree to defend, indemnify, and hold harmless Oppsure, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees) arising from:

• (a) Your use of, or inability to use, the Service;
• (b) Your violation of any term of these Terms;
• (c) Your violation of any third-party right, including intellectual property rights, privacy rights, or data protection rights;
• (d) Your violation of any applicable law or regulation;
• (e) Any Customer Data, including without limitation its legality, reliability, and appropriateness;
• (f) Your negligence or willful misconduct; or
• (g) Any third-party claims that your Customer Data or use of the Service infringes or misappropriates intellectual property rights.

13 Force Majeure

Oppsure shall not be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused or contributed to by any event beyond Oppsure's reasonable control, including but not limited to: acts of God, war, terrorism, civil disorder, acts of civil or military authorities, strikes, labor disputes, fire, flood, earthquakes, pandemics, epidemics, power failures, internet failures, telecommunications failures, hardware or software malfunctions, cyberattacks, or any other event that is beyond Oppsure's reasonable control (each, a "Force Majeure Event").

14 Governing Law and Dispute Resolution

Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to these Terms, the Service, or your use thereof, shall be resolved through binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware, by a single arbitrator. Judgment on the award may be entered in any court having jurisdiction.

Class Action Waiver. YOU AND OPPSURE AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A DISPUTE RESOLVES IN FAVOR OF BOTH PARTIES, THE AMOUNTS COLLECTED FROM EACH PARTY SHALL COMPENSATE THE OTHER FOR THE COSTS AND EXPENSES INCURRED.

Jurisdiction. You agree that the courts located in Wilmington, Delaware, shall have exclusive jurisdiction over any disputes not subject to arbitration. You waive any objection to venue and personal jurisdiction in such courts.

15 Modifications to These Terms

We reserve the right to modify these Terms at any time. If we make material changes to these Terms, we will provide you with at least 30 days' notice via email (sent to the email address associated with your account) or through a prominent notice on our website or within the Service. Your continued use of the Service after the effective date of the modified Terms constitutes your acceptance of the new Terms. If you do not agree to the modified Terms, you may cancel your subscription and close your account.

16 Miscellaneous

• Entire Agreement. These Terms, together with our Privacy Policy and any applicable Service Addendums, constitute the entire agreement between you and Oppsure regarding your use of the Service and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written.
• Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be interpreted to best effectuate its original purpose.
• Waiver. No failure or delay by Oppsure in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
• Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign or transfer these Terms without restriction, and such assignment shall be binding upon and inure to the benefit of our successors and assigns.
• Notices. All notices under these Terms shall be given in writing and shall be deemed delivered: (a) by email when sent to the email address provided by you, when sent; (b) by postal mail when sent by certified mail, return receipt requested, three business days after mailing; or (c) by posting on our website, when posted.
• Export Control. You acknowledge that the Service may be subject to export and import laws and regulations of the United States and other countries. You agree to comply with all applicable export and import laws and regulations.
• U.S. Government Rights. If you are a U.S. government entity, the Service is provided as a "Commercial Item" and all software is "Commercial Computer Software" as defined in FAR 2.101 and 12.212, and all documentation is "Commercial Computer Software Documentation." The government's rights are limited to those set forth in these Terms.
• Contact Information. For questions about these Terms, please contact us at legal@oppsure.com .