Terms and Conditions of Service

These Terms and Conditions of Service ("Terms") govern access to and use of the MarketsEngine software-as-a-service platform and related services. By affirmatively accepting these Terms, signing an Order Form that incorporates them, or using a paid Workspace after acceptance, Customer agrees to be bound by them.

Provider: PLEUTH Inc., doing business as MarketsEngine, a Delaware corporation, with its registered address at 8 The Green, Ste A, Dover, DE 19901.

Support, billing, and security: [email protected]

Order of Precedence

These Terms, Schedule A (Service Level Agreement), Schedule B (Acceptable Use Policy), Schedule C (Subprocessors and Dependencies), any Data Processing Addendum (DPA), and any signed Order Form form the agreement between the parties. In the event of conflict: (1) a signed Order Form controls for the commercial terms it expressly modifies; (2) the DPA controls for personal-data processing; (3) these Terms control; (4) Schedule A controls for service-level measurement and credits; and (5) Schedule B and Schedule C follow.

1. Definitions

1.1 Service. "Service" means the MarketsEngine software, websites, APIs, agentic workflows, integrations, applications, infrastructure, and support services provided by MarketsEngine.

1.2 Customer. "Customer," "you," and "your" mean the organization purchasing or using the Service and authorized users acting for that organization.

1.3 Workspace. "Workspace" means a Customer tenant containing users, Connected Accounts, Agents, settings, content, leads, billing information, and activity records.

1.4 Agent. "Agent" means an AI-assisted or automated workflow that researches, classifies, drafts, recommends, schedules, sends, publishes, retrieves, analyzes, or otherwise performs configured tasks. Agents may include outreach, research, content, social publishing, inbox, qualification, enrichment, analytics, and other workflows.

1.5 Connected Account. "Connected Account" means an account, service, mailbox, social platform, communications system, API, CRM, phone number, or other third-party resource that Customer authorizes MarketsEngine to access or operate.

1.6 Customer Content. "Customer Content" means information, data, prompts, documents, brand materials, lead records, prospect records, messages, account information, instructions, uploads, and other content provided by or on behalf of Customer.

1.7 Output. "Output" means text, images, research, classifications, recommendations, scores, summaries, messages, posts, sequences, audio, video, structured data, or other material generated or transformed through the Service.

1.8 Review Mode. "Review Mode" means a mode in which an Agent prepares a proposed External Action but requires user approval before execution.

1.9 Autopilot. "Autopilot" means a Customer-enabled mode allowing designated Agent actions to execute without individual human approval, subject to configured limits and safety controls.

1.10 External Action. "External Action" means an Agent action that changes something outside the MarketsEngine application, including sending a message, creating a connection request, publishing content, sending email, initiating a call, updating an external system, or transmitting data to a third party.

1.11 Agentic Error. "Agentic Error" means an error arising from an Agent's interpretation, reasoning, generation, classification, planning, sequencing, memory, context selection, tool selection, or decision-making. Examples include inaccurate research, hallucinated facts, mistaken lead qualification, incorrect classification, incorrect personalization, stale-context decisions, misunderstanding Customer instructions, choosing a suboptimal action, missing relevant context, or unsuitable Output.

1.12 Agentic Execution Incident. "Agentic Execution Incident" means a material malfunction of MarketsEngine-controlled systems that causes an External Action materially outside Customer's configured authorization. Examples include execution through the wrong Workspace or Connected Account, duplicate sends caused by a MarketsEngine retry defect, execution after a pause should reasonably have taken effect, a hard limit exceeded because of a scheduler defect, an External Action Customer never enabled, or cross-customer data exposure caused by a MarketsEngine defect.

1.13 SLA. "SLA" means the customer-facing Service Level Agreement in Schedule A.

1.14 SLO. "SLO" means an internal Service Level Objective used by MarketsEngine to operate the Service. Internal SLOs are not contractual commitments unless expressly incorporated into a signed Order Form.

1.15 Prospect. "Prospect" means a third-party individual or organization that Customer researches, contacts, records, or evaluates through the Service.

1.16 Order Form. "Order Form" means a mutually executed ordering document that identifies the applicable subscription, pricing, term, or negotiated terms.

2. Service and Customer Authorization

2.1 License. Subject to these Terms and payment of applicable fees, MarketsEngine grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the subscription term for Customer's internal business purposes.

2.2 Customer instruction. Customer authorizes MarketsEngine to process Customer Content and perform configured actions necessary to provide the Service. Connecting a Connected Account constitutes an instruction to interact with that account only within the permissions, configurations, workflows, limits, schedules, and settings enabled by Customer.

2.3 Technical authorization only. Customer authorizes MarketsEngine to act through Connected Accounts as a technical service provider on Customer's instructions. Except for that limited technical authorization, nothing in these Terms creates a partnership, fiduciary relationship, employment relationship, or general legal agency.

2.4 Customer remains sender or publisher. Unless applicable law provides otherwise, Customer remains the sender, publisher, caller, advertiser, or initiating business behind communications performed on Customer's behalf.

2.5 Review Mode default. Review Mode will be the default mode for newly created workflows capable of performing material External Actions.

2.6 Autopilot activation. Autopilot must be affirmatively enabled by Customer. MarketsEngine may require separate authorization for different action categories. Enabling Autopilot authorizes qualifying External Actions that fall within the workflow configuration, permissions, limits, schedules, and safeguards selected by Customer.

2.7 High-risk actions. MarketsEngine may prohibit or require additional approval for actions presenting elevated financial, legal, privacy, safety, or regulatory risk, including payments, purchases, material advertising spend, transfer of funds, deletion of material records, account-security changes, certain outbound calling, regulated transactions, or legally sensitive communications.

2.8 Pause and emergency stop. The Service will provide reasonable mechanisms for pausing applicable Agent activity. MarketsEngine may itself pause an Agent, Connected Account, integration, or Workspace where reasonably necessary to reduce security, legal, platform, fraud, abuse, or system risk.

2.9 Irreversible actions. Customer acknowledges that some External Actions cannot be fully reversed after execution. MarketsEngine does not warrant that a message, email, post, call, connection request, external update, or other completed External Action can be recalled, deleted, or reversed.

2.10 Beta features. Features identified as beta, preview, pilot, labs, experimental, or similar are provided as-is, may be modified or withdrawn at any time, and are excluded from the SLA unless a signed Order Form states otherwise.

3. AI and Agentic System Risk

3.1 Probabilistic systems. The Service uses probabilistic software and may use artificial intelligence models supplied by MarketsEngine or third parties. Such systems do not operate with perfect accuracy or determinism.

3.2 Possible errors. Agents and Output may contain factual mistakes, hallucinations, outdated information, incorrect assumptions, incorrect classifications, inappropriate wording, inaccurate summaries, incorrect recipient analysis, duplicate recommendations, reasoning errors, incomplete research, citation errors, mistaken tool selection, sequence errors, stale state, missed context, or inconsistent Output.

3.3 No guarantee of reasoning accuracy. MarketsEngine does not warrant that an Agent will correctly understand every instruction, Prospect, conversation, dataset, business objective, or external event.

3.4 Tool ambiguity. Third-party tools and APIs may return incorrect or incomplete data, change behavior, reject operations, time out after completing an operation, or report success or failure ambiguously. Such conditions may create delayed, missing, or duplicate-action risk. MarketsEngine will use commercially reasonable controls to reduce these risks but cannot eliminate them.

3.5 Human review. Customer should use Review Mode for communications, campaigns, regulated activity, reputation-sensitive actions, or other workflows where an incorrect decision could cause material harm.

3.6 Autopilot decision risk. Where Customer elects Autopilot, Customer accepts the risk that an Agent may make an inaccurate or undesirable decision while acting within Customer's configured authority. This does not excuse a MarketsEngine-controlled Agentic Execution Incident.

3.7 No professional advice. Agents and Output do not constitute legal, financial, medical, tax, employment, regulatory, or other licensed professional advice.

4. Agentic Safety Controls

MarketsEngine will maintain commercially reasonable controls designed to reduce unintended External Actions. Depending on the workflow, these may include:

• scoped permissions and per-Agent action boundaries;
• daily and weekly send budgets and working-hour restrictions;
• rate limits, back-off logic, retry controls, duplicate detection, and idempotency controls;recipient and workflow-state checks;
• Customer approval gates and explicit Autopilot opt-in;
• activity logs and execution records;
• anomaly detection, integration-health checks, and Agent suspension controls.

These controls reduce risk but do not guarantee the absence of errors, misclassification, misaccuracy, unintended actions, or third-party failures.

5. Eligibility, Accounts, and Credentials

Customer represents and warrants that:

• 1.each authorized individual user is at least 18;
• 2.the person accepting these Terms has authority to bind Customer;
• 3.Customer owns or is authorized to operate each Connected Account;
• 4.Customer will maintain accurate account and billing information;
• 5.Customer will use reasonable measures to protect credentials, tokens, and API keys;
• 6.Customer will promptly remove or disable users who are no longer authorized.

Customer is responsible for activity performed through Customer credentials except to the extent directly caused by MarketsEngine's breach of its contractual security obligations.

6. Fees, Trial, Billing, and Cancellation

6.1 Subscription. Unless otherwise stated in an Order Form, the Service is US$99 per month per Workspace, charged in advance, plus applicable taxes.

6.2 Free trial. MarketsEngine may provide a 14-day free trial. If no payment method has been supplied, the trial does not automatically create a paid subscription. At the end of the trial, paid functionality may pause until Customer affirmatively selects a paid plan.

6.3 Paid conversion. Recurring fees will be charged only after Customer has selected a paid plan, received disclosure of price and billing frequency, and provided or authorized an applicable payment method.

6.4 Renewal. Paid subscriptions automatically renew for successive billing periods until cancelled unless the applicable Order Form states otherwise.

6.5 Cancellation. Customer may cancel through the Service or another reasonable electronic cancellation mechanism made available by MarketsEngine. Unless applicable law requires otherwise, cancellation takes effect at the end of the then-current paid period.

6.6 Failed payments. MarketsEngine may retry failed charges and give notice. After at least seven days following a failed payment, MarketsEngine may suspend paid functionality until payment is resolved.

6.7 Refunds. Fees are non-refundable except where required by law, for applicable SLA credits, where an Order Form states otherwise, or where MarketsEngine terminates for convenience during a prepaid period, in which case unused prepaid fees will be refunded pro rata.

6.8 Taxes. Customer is responsible for applicable sales, use, value-added, withholding, or similar taxes other than taxes based on MarketsEngine's net income, unless a valid exemption applies.

6.9 Third-party charges. Customer is responsible for amounts separately charged by third parties, including advertising spend, telecommunications charges, enrichment credits, external platform fees, and Customer-selected services unless expressly included in the subscription.

7. Customer Obligations and Compliance

7.1 Lawful use. Customer will use the Service in compliance with applicable law and Schedule B.

7.2 Outreach responsibility. Customer is responsible for determining whether its outreach, communications, data processing, campaigns, and use of Connected Accounts comply with applicable electronic-marketing, privacy, data-protection, telephone, artificial-voice, recording, advertising, consumer-protection, intellectual-property, anti-discrimination, and regulated-industry requirements.

7.3 Opt-outs and suppression. Customer will promptly honor applicable opt-out, unsubscribe, and do-not-contact requests and will not knowingly re-contact a person where prohibited by law or an applicable suppression instruction.

7.4 Customer data rights. Customer represents that it has the rights and permissions necessary to provide Customer Content and instruct MarketsEngine to process it.

7.5 Output review. Customer will use reasonable review appropriate to the risk of the workflow and will not rely on Output as professional advice.

7.6 Direct legal duties remain. The contractual allocation of responsibility in these Terms does not eliminate any obligation or liability imposed directly on either party by applicable law.

8. Connected Platforms and Third-Party Dependencies

8.1 Dependencies. The Service depends on third parties, including integration providers, social and communications platforms, AI model providers, hosting, database, storage, job-orchestration, billing, email-delivery, voice, and enrichment providers.

8.2 No affiliation. Unless expressly stated, MarketsEngine is not affiliated with, endorsed by, or sponsored by LinkedIn, Meta, TikTok, Reddit, X, WhatsApp, or other third-party platforms named in the Service.

8.3 Platform terms. Customer is responsible for complying with terms and policies applicable to its Connected Accounts. Technical availability of functionality in MarketsEngine does not constitute a representation that the relevant third-party platform permits every possible use of that functionality.

8.4 Automation risk. Third-party platforms may restrict, challenge, rate-limit, suspend, or terminate Connected Accounts in response to automated activity or other conduct. MarketsEngine does not guarantee that use of the Service will not cause such action.

8.5 Provider changes. A third party may change an API, policy, authentication method, rate limit, feature, pricing model, or service availability with little or no notice. MarketsEngine may replace, modify, suspend, or discontinue affected integrations and will provide notice where reasonably practicable.

8.6 Safety restriction. MarketsEngine may restrict or disable functionality where MarketsEngine reasonably believes its continued operation creates material legal, security, platform, fraud, abuse, or customer risk.

9. Data Protection and Privacy

9.1 Roles. Where MarketsEngine processes Prospect or recipient personal data solely on Customer's documented instructions, Customer generally acts as controller or business and MarketsEngine as processor or service provider, in each case to the extent applicable and as further described in the DPA.

9.2 MarketsEngine-controlled processing. MarketsEngine may act as an independent controller or business for limited processing where MarketsEngine independently determines the purpose and means, including certain billing, account administration, security, abuse detection, service analytics, and legal-compliance records.

9.3 DPA. Where required, the MarketsEngine Data Processing Addendum governs processing of personal data and prevails over conflicting provisions of these Terms concerning such processing.

9.4 Customer lawful basis. Customer is responsible for establishing any lawful basis, notice, consent, opt-out, or other requirement applicable to Customer's intended communications and Prospect processing.

9.5 Prospect requests. Where MarketsEngine receives a request that primarily concerns personal data processed on Customer's behalf, MarketsEngine may direct the requester to Customer and will provide reasonable assistance as required by the DPA or applicable law.

9.6 International processing. Customer acknowledges that data may be processed in the United States and other countries where MarketsEngine or approved subprocessors operate, subject to applicable transfer safeguards described in the DPA.

9.7 No behavioral-ad sale. MarketsEngine will not sell Customer Content or use Customer Content for cross-context behavioral advertising.

9.8 Model training. MarketsEngine will not use Customer Content to train MarketsEngine general-purpose AI models without Customer's affirmative authorization. MarketsEngine will use available no-training or enterprise data-protection configurations of third-party AI providers where commercially and technically available for the applicable service.

10. Security

10.1 Security program. MarketsEngine will maintain commercially reasonable administrative, technical, and organizational measures appropriate to the nature of the Service and the data processed.

• encryption in transit using current industry-standard protocols;
• encryption or equivalent protection of production data at rest;
• role-based or least-privilege production access;
• multi-factor authentication for privileged production access;
• secure secret management and restrictions against storing production secrets in source control;monitoring, logging, backups, vulnerability and patch management, and incident-response procedures.

10.2 Credentials. MarketsEngine-issued authentication tokens that do not need to be recoverable will be securely hashed where reasonably appropriate. Third-party OAuth tokens, refresh tokens, API credentials, or other secrets that must be recoverable to provide the Service will instead be encrypted or otherwise protected using appropriate secret-management controls.

10.3 Access review. MarketsEngine will periodically review privileged production access and remove access that is no longer reasonably required.

11. Security and Agentic Incidents

11.1 Incident response. For a confirmed material incident affecting Customer, MarketsEngine will use commercially reasonable efforts to identify and contain the affected workflow, suspend unsafe automation where appropriate, preserve relevant diagnostic records, investigate likely cause, mitigate continuing harm where reasonably possible, and notify affected Customers where legally or contractually required.

11.2 Agentic Execution Incident. Upon confirming a material Agentic Execution Incident, MarketsEngine will use commercially reasonable efforts to stop the affected Agent or action type, prevent recurrence, identify impacted actions, provide affected Customer with available information, and attempt technically reasonable reversal or mitigation where possible.

11.3 No guaranteed reversal. MarketsEngine does not promise that completed External Actions can be recalled or reversed.

11.4 Personal-data breach. MarketsEngine will notify affected Customer without undue delay after confirming a personal-data breach affecting Customer Content, and will provide information reasonably available to MarketsEngine to support Customer's legal obligations, subject to the DPA and applicable law.

11.5 Incident records. MarketsEngine will maintain activity and incident records reasonably necessary to investigate material Service failures and Agentic Execution Incidents.

12. Service Changes and Change Management

12.1 Service evolution. MarketsEngine may modify, improve, replace, or discontinue aspects of the Service.

12.2 Material paid features. MarketsEngine will provide at least 30 days' notice before materially reducing core paid functionality on which Customer reasonably relies, except where an immediate change is reasonably required for security, legal compliance, platform compliance, fraud prevention, or urgent risk mitigation.

12.3 Price changes. MarketsEngine will provide at least 30 days' notice before a price increase takes effect for an existing Customer at the next renewal, unless a signed Order Form provides otherwise.

12.4 Terms changes. MarketsEngine will provide at least 30 days' notice before a material amendment to these Terms that substantially reduces Customer's contractual rights. Changes reasonably required by law, regulation, court order, security, or third-party platform requirements may take effect sooner with notice as reasonably practicable.

12.5 Rejection of material change. If Customer does not accept a material change described in Sections 12.2 through 12.4, Customer may cancel before the effective date and, where Customer prepaid beyond that date, receive a pro-rata refund of unused prepaid subscription fees.

13. Intellectual Property and Output

13.1 Customer Content. Customer retains ownership of Customer Content. Customer grants MarketsEngine a non-exclusive license to host, process, copy, transmit, transform, and otherwise use Customer Content only as reasonably necessary to provide, secure, improve, and support the Service, subject to the Privacy Policy and DPA.

13.2 Output. As between Customer and MarketsEngine, and to the extent legally transferable, MarketsEngine assigns to Customer any rights MarketsEngine may have in Output generated specifically for Customer.

13.3 Output limitations. MarketsEngine does not warrant that Output is copyrightable, exclusive, original, non-infringing, or materially different from output generated for another customer.

13.4 MarketsEngine IP. MarketsEngine retains ownership of the Service, software, interfaces, methodologies, models, prompts, workflows, templates, documentation, trademarks, and underlying technology.

13.5 Feedback. If Customer provides feedback or suggestions, MarketsEngine may use them without restriction or obligation, provided MarketsEngine does not publicly identify Customer without permission.

13.6 Publicity. MarketsEngine will not use Customer's name or logo as a public customer reference without prior written consent.

14. Confidentiality

14.1 Obligation. Each party will protect the other party's non-public confidential information using at least reasonable care, use it only for purposes connected with the agreement, and disclose it only to personnel, professional advisers, and subprocessors with a legitimate need and appropriate confidentiality obligations.

14.2 Exclusions. Confidentiality obligations do not apply to information that is public through no breach, independently developed without use of the confidential information, rightfully received from another source without duty, or required to be disclosed by law. Where lawful, the receiving party will provide notice before compelled disclosure.

14.3 Duration. Confidentiality obligations survive termination for three years, except that trade secrets will be protected for as long as they remain trade secrets under applicable law.

15. Warranties and Disclaimers

15.1 Mutual authority. Each party warrants that it has authority to enter into the agreement.

15.2 Service warranty. MarketsEngine warrants that it will provide the Service with reasonable skill and care and substantially in accordance with the applicable SLA.

15.3 No business-result warranty. MarketsEngine does not guarantee any particular number of leads, responses, connection acceptances, meetings, opportunities, sales, pipeline, customers, revenue, profit, return on investment, deliverability, ranking, or engagement.

15.4 Data and Output accuracy. MarketsEngine does not warrant the accuracy, completeness, legality, currency, or suitability of third-party enrichment data, public information, Prospect information, third-party databases, AI-generated research, classifications, recommendations, or Output.

15.5 Agentic results. MarketsEngine does not warrant that Agents will always reason correctly, understand intent correctly, select the optimal recipient or next action, avoid every duplication, detect every error, remember all context, correctly interpret every third-party response, or achieve Customer's intended business result.

15.6 Connected Account risk. MarketsEngine does not warrant that a third-party platform will not restrict, suspend, challenge, or terminate a Connected Account.

15.7 As-is limitation. Except for express commitments in these Terms and the SLA, the Service is provided "as is" and "as available" to the fullest extent permitted by law. MarketsEngine disclaims implied warranties of merchantability, fitness for a particular purpose, and non-infringement to the extent permitted by law.

16. Limitation of Liability

16.1 Excluded damages. To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenue, lost goodwill, anticipated savings, or lost business opportunities, however caused, even if advised of the possibility.

16.2 General liability cap. Except as stated below, each party's total aggregate liability arising out of or related to the agreement will not exceed the greater of (a) fees paid or payable by Customer to MarketsEngine during the 12 months preceding the first event giving rise to liability, or (b) US$1,000.

16.3 Enhanced provider cap. MarketsEngine's total aggregate liability arising from breach of confidentiality, a MarketsEngine-confirmed personal-data breach caused principally by MarketsEngine's failure to meet its contractual security obligations, or a material Agentic Execution Incident caused principally by a MarketsEngine-controlled system defect will not exceed the greater of (a) two times the fees paid or payable during the preceding 12 months, or (b) US$5,000, unless a signed Order Form states otherwise.

16.4 Autopilot decision risk. MarketsEngine is not liable merely because Customer later disagrees with an Agent action where Customer authorized Autopilot, the action remained within configured authority, and no MarketsEngine-controlled Agentic Execution Incident occurred.

16.5 Excluded from caps. The liability caps do not apply to Customer's obligation to pay valid fees; Customer's indemnity obligations under Section 17.1; fraud or intentional misconduct; or liability that cannot lawfully be limited.

16.6 Allocation of risk. Customer acknowledges that the fees reflect the allocation of risk in these Terms and that MarketsEngine would not offer the Service on the same commercial terms without these limitations.

17. Indemnification

17.1 Customer indemnity. Customer will defend and indemnify MarketsEngine and its affiliates, officers, directors, employees, and contractors against third-party claims, fines, penalties, damages, and reasonable costs arising from Customer's unlawful outreach, Customer Content, violation of applicable communications or privacy law, violation of Connected Account terms, infringement of third-party rights, breach of Schedule B, or instructions requiring unlawful conduct.

17.2 MarketsEngine IP indemnity. MarketsEngine will defend Customer against a third-party claim alleging that the MarketsEngine software as supplied by MarketsEngine directly infringes that third party's intellectual-property rights. This does not apply to claims arising from Customer Content, Output, third-party software, modifications not made by MarketsEngine, combinations not supplied by MarketsEngine, or continued use after MarketsEngine provides a reasonable replacement or modification.

17.3 IP indemnity cap. MarketsEngine's liability under Section 17.2 is subject to the general liability cap in Section 16.2 unless a signed Order Form states otherwise.

17.4 Procedure. The indemnified party will provide prompt notice, reasonable cooperation, and control of the defense to the indemnifying party. No settlement that admits fault by the indemnified party or imposes material non-monetary obligations on it may be entered without its reasonable consent.

18. Suspension, Term, and Termination

18.1 Suspension. MarketsEngine may immediately suspend affected functionality where reasonably necessary because of a security risk, suspected unlawful use, abuse, platform demand, violation of Schedule B, material risk to another customer, material Agent malfunction, or unpaid fees after applicable notice. MarketsEngine will use reasonable efforts to explain the basis for suspension and restore access when the underlying condition is resolved.

18.2 Customer cancellation. Customer may terminate a self-service monthly subscription by cancellation under Section 6.5. Any committed term in a signed Order Form controls.

18.3 Termination for breach. Either party may terminate for the other party's material breach that remains uncured for 15 days after written notice, except where immediate suspension or termination is reasonably necessary for law, security, abuse, platform demand, or a breach that cannot be cured.

18.4 MarketsEngine convenience termination. MarketsEngine may terminate a self-service subscription for convenience on at least 30 days' notice. MarketsEngine will refund any unused prepaid subscription fees for the terminated period.

18.5 Effect. On termination, Agent activity stops, access ends subject to Section 19, and accrued payment obligations become due.

18.6 Survival. Sections concerning accrued fees, compliance obligations relating to prior activity, data protection, confidentiality, intellectual property, disclaimers, liability, indemnification, termination effects, and general terms survive to the extent their nature requires.

19. Data Export, Retention, and Deletion

19.1 Export. While Customer's subscription remains active, Customer may export supported leads, messages, conversations, drafts, and published-content records through available product functionality.

19.2 Post-termination window. Following termination, MarketsEngine will make supported export functionality available for at least 30 days unless legal, security, abuse, or technical circumstances require otherwise.

19.3 Production deletion. After the applicable post-termination window, MarketsEngine will delete or anonymize Customer Content from active production systems within approximately 30 days, except where retention is required by law, necessary for security or dispute preservation, or otherwise permitted by the DPA.

19.4 Backups. Residual copies in backups will be overwritten or purged according to the backup lifecycle, ordinarily within a further 90 days.

19.5 Activity records. MarketsEngine may retain limited transaction, security, billing, abuse-prevention, and legal-compliance records for longer periods where reasonably necessary and permitted by law.

20. Force Majeure

Neither party will be liable for delay or failure caused by circumstances beyond its reasonable control, including widespread cloud or telecommunications outage, third-party platform outage, provider failure, cyberattack not caused by that party's contractual breach, natural disaster, war, civil disturbance, labor disruption, governmental action, or internet failure. Payment obligations already accrued are not excused. If a force majeure event materially prevents the Service for more than 30 consecutive days, either party may terminate the affected Service without penalty.

21. General

21.1 Entire agreement. The agreement described in the Order of Precedence is the entire agreement concerning the Service and supersedes prior discussions on the same subject.

21.2 Assignment. Customer may not assign the agreement without MarketsEngine's consent, not to be unreasonably withheld. Either party may assign the agreement to a successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all relevant assets on notice.

21.3 No waiver. Failure to enforce a provision is not a waiver.

21.4 Severability. If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable where permitted, and the remainder of the agreement will continue in effect.

21.5 Notices. Legal notices to MarketsEngine must be sent to [email protected] and 8 The Green, Ste A, Dover, DE 19901. Notices to Customer may be sent to the administrative email associated with the Workspace or the address in an Order Form.

21.6 Governing law. The agreement is governed by the laws of Delaware, excluding conflict-of-law principles and the United Nations Convention on Contracts for the International Sale of Goods.

21.7 Dispute forum. Any dispute arising out of or relating to the agreement will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and each party consents to the personal jurisdiction of those courts. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction, and either party may bring an individual claim that qualifies in small-claims court.

21.8 Electronic acceptance. Customer accepts these Terms through an affirmative clickwrap or equivalent acceptance flow, by signing an Order Form that incorporates them, or by another legally valid method of assent.

21.9 Counterparts and electronic signatures. Order Forms and related documents may be executed electronically and in counterparts, each of which is deemed an original and together constitute one instrument.

Schedule A – Service Level Agreement (SLA)

This SLA states the external service-level promises MarketsEngine makes to a paying Customer. It applies only to paid Workspaces in good standing. It does not apply during a free trial or to beta, preview, pilot, labs, or experimental features unless a signed Order Form states otherwise.

A.1Core Service availability

A.1.1 Target. MarketsEngine will make the Core Service available at least 99.5% of the minutes in each calendar month.

A.1.2 Measurement. "Unavailable" means the MarketsEngine core application or API is materially inaccessible to substantially all users of an affected Workspace for more than five consecutive minutes. Availability may be established using MarketsEngine monitoring together with reasonably verifiable Customer evidence.

A.1.3 Scheduled maintenance. Up to two hours per calendar month of scheduled maintenance is excluded where MarketsEngine gives at least 48 hours' notice and schedules the work outside 08:00-18:00 US Central on business days where reasonably practicable. Emergency security or reliability maintenance is excluded where advance notice is impracticable.

A.2Functional commitments

A.3Agentic safety incidents

MarketsEngine will treat the following confirmed MarketsEngine-controlled conditions as Severity 1 incidents:

• External Actions executed through the wrong Customer Workspace;
• External Actions executed through the wrong Connected Account because of a MarketsEngine routing defect;material Customer-configured hard sending limits exceeded because of a MarketsEngine scheduler defect;
• material cross-customer data exposure;
• material External Actions outside Customer's configured authorization caused by a MarketsEngine-controlled execution defect.

An inaccurate Agent recommendation, research error, classification error, hallucination, tone issue, ineffective message, or suboptimal decision is not by itself an S1 incident if the Agent remained within Customer's configured authority and no MarketsEngine-controlled execution defect occurred.

A.4Support

Support hours are 09:00-18:00 US Central, Monday through Friday, excluding US federal public holidays, by email to [email protected]. Automated protective controls may operate outside support hours, but the human first-response targets above are measured during support hours unless a signed Order Form provides 24/7 support.

A.5Exclusions

SLA targets and credits do not apply to failure caused principally by:

• third-party outage, API failure, rate limit, policy change, authentication change, or platform enforcement;
• restriction or suspension of Customer's Connected Account;
• Customer configuration, including budgets set too low, narrow working-hour windows, Agents paused, Autopilot disabled, drafts left unapproved, or disconnected accounts;
• invalid or expired Customer credentials;
• Customer violation of these Terms or Schedule B;
• non-payment or payment-method failure;
• beta, preview, pilot, labs, experimental, or free-trial functionality;
• Customer devices, networks, browsers, or local systems;
• force majeure under Section 20.

Third-party integration downtime does not count as Core Service downtime merely because that external integration cannot operate. Where the Core Service remains available but an integration is impaired, the issue is handled under the functional commitments and support classifications above, subject to these exclusions.

A.6Service credits

A missed functional or support target that is not also an availability failure may qualify for a 10% credit for the affected month, limited to one such functional/support credit per month. Total credits are capped at 100% of one affected month's subscription fee. Credits are applied to future invoices, are not cash payments, and are the sole and exclusive remedy for ordinary SLA target failures. Customer must request a credit in writing within 30 days after the end of the affected month and provide dates, times, and impact reasonably sufficient to identify the incident.

The exclusive-remedy rule for SLA credits does not eliminate remedies expressly provided for confidentiality, data-security breaches, Agentic Execution Incidents, fraud, or matters that cannot lawfully be limited.

A.7Chronic failure

If monthly Core Service availability falls below 99.0% in any three months within a rolling 12-month period, Customer may terminate the affected subscription on written notice and receive a pro-rata refund of unused prepaid subscription fees, in addition to any accrued service credits.

A.8Expressly not promised

MarketsEngine does not promise or warrant any particular:

• number of leads, responses, connection acceptances, meetings, opportunities, customers, sales, pipeline, revenue, or return on investment;
• open rate, acceptance rate, response rate, deliverability rate, engagement level, or social-media performance;
• accuracy, completeness, legality, or currency of a lead record, enriched email, phone number, company detail, public record, or AI-generated research;
• that a Prospect is reachable, is the correct decision-maker, or wishes to be contacted;
• that automated activity will not cause a platform to restrict, suspend, challenge, or permanently close a Connected Account;that AI-generated Output will be accurate, original, non-infringing, on-brand, or suitable to send without review;
• that a specific third-party integration will remain available;
• legal compliance of Customer's outreach program;
• suitability for regulated use unless separately agreed in writing.

Any sales or website description of an outcome describes a capability or intended use of the software, not a guaranteed business result, unless a signed Order Form expressly states otherwise.

Schedule B – Acceptable Use Policy

Breach of this Schedule is a material breach of the Terms and may result in suspension or termination where reasonably necessary.

B.1Prohibited use

Customer will not use the Service to:

• send unsolicited bulk communications where unlawful, or continue contacting a person after an applicable opt-out or do-not-contact request;
• use purchased, scraped, harvested, or unlawfully obtained contact data where Customer cannot establish a lawful basis or other required right to contact the person;
• impersonate another person or organization, materially misrepresent identity or affiliation, use a false sender identity, or present synthetic content as a real person's testimonial;
• promote unlawful goods or services, fraud, deceptive earnings claims, malware, adult sexual content where prohibited, illegal gambling, illegal weapons, controlled substances, or unlawful multi-level-marketing recruitment;
• knowingly target minors or contact a person Customer knows or should reasonably know is under 18;
• harass, threaten, defame, or unlawfully discriminate against a person based on a protected characteristic;
• generate, publish, or distribute content that infringes a third party's intellectual-property rights or unlawfully discloses confidential information;
• place automated calls, use an artificial or synthetic voice, or record a call without legally required consent, outside permitted calling hours, or in violation of an applicable do-not-call rule;
• send commercial email without legally required sender identification, unsubscribe functionality, or physical-address information;
• circumvent, disable, manipulate, or technically evade MarketsEngine pacing limits, safety controls, approval gates, rate limits, or authorization boundaries;
• resell, white-label, or provide the Service as a managed service to third parties unless MarketsEngine agrees in writing;probe, scan, load-test, reverse-engineer, or attempt to extract source code, models, protected prompts, secrets, or another Customer's data except where the right cannot lawfully be restricted;
• use the Service in a manner that knowingly violates the terms of a Connected Account or continue an activity after MarketsEngine or the relevant platform has directed that it stop.

B.2Reporting

Suspected abuse or a security vulnerability should be reported to [email protected]. MarketsEngine will use reasonable efforts to acknowledge good-faith security reports within two business days. MarketsEngine will not pursue good-faith security research that stays within an authorized scope, avoids accessing another Customer's data, avoids service disruption, and is responsibly disclosed.

Schedule C – Subprocessors and Dependencies

The subprocessors and dependencies below reflect the architecture MarketsEngine currently uses. MarketsEngine may maintain the authoritative current list at marketsengine.app/legal/subprocessors and update it under the DPA and these Terms.

MarketsEngine will use subprocessors subject to appropriate contractual and security obligations. Where required by the DPA, MarketsEngine will provide advance notice of a new subprocessor that processes personal data and a mechanism for Customer to raise reasonable data-protection objections.