These Nooks Terms of Service (the “Terms”) govern Customer’s access to and use of the Services provided by Nooks Communications, Inc. (“Company”) with a place of business at 350 Bush Street, 8th Floor, San Francisco, CA 94104. “Customer” means the entity or person that accepts these Terms, executes an order form that references these Terms, or otherwise accesses or uses the Services. These Terms include and incorporate each order form executed by the parties or accepted by Customer (“Order Form”) and contain, among other things, warranty disclaimers, liability limitations and use limitations. By executing an Order Form, clicking to accept, accessing, or using the Services, Customer agrees to these Terms. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date Customer accepts these Terms. In the event of a conflict between these Terms and an Order Form, the Order Form will control solely with respect to the Services ordered under that Order Form and solely to the extent of the conflict.

1. SAAS SERVICES AND SUPPORT

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1.1. Subject to these Terms, Company will use commercially reasonable efforts to provide Customer the services identified in the Order Form (the “Services”) in accordance with the Service Level Terms made available with these Terms at Exhibit A. As part of the registration process, Customer will identify an administrative username and password for Customer’s Company account. Company reserves the right to refuse registration of or cancel passwords it deems inappropriate.

1.2. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practices.

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2. RESTRICTIONS AND RESPONSIBILITIES

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2.1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels; or use any data or content made available by Company through the Services for any purpose other than Customer’s internal business purposes.

2.2. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these Terms and will be prohibited except to the extent expressly permitted by these Terms.

2.3. Customer represents, covenants, and warrants that Customer will use the Services in compliance with all applicable laws and regulations. Customer agrees that, as between the parties, Customer is the sole initiator of any call or other communication transmitted through the Services, including any communications that Customer configures to be initiated or sent automatically. Company is not responsible for reviewing the contents of any communication transmitted through the Services, nor is it responsible for obtaining any necessary consents or permissions from the message recipients. Customer agrees to familiarize itself with and abide by all applicable laws governing outreach communications initiated, configured, transmitted, recorded, or otherwise facilitated by or on behalf of Customer through the Services, regardless of channel or format, and is solely responsible for all acts or omissions that occur under these Terms. While Company may provide features designed to support Customer’s compliance with laws governing outreach communications, including communication transmission and recording, Company makes no representations or warranties with respect to Customer’s compliance with such laws.

2.4. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the obligations set forth in Section 2.3 or otherwise from Customer’s use of the Services.

2.5. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer’s account or the Equipment with or without Customer’s knowledge or consent.

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3. CONFIDENTIALITY; PROPRIETARY RIGHTS

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3.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes (i) non-public information regarding features, functionality and performance of the Services and (ii) any pricing information with respect to the Services disclosed or made available to Customer. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). Customer Data includes data from third-party accounts and systems that Customer connects to the Services, such as message content, metadata, and attachments; Customer confirms it has all necessary rights and authorizations to grant Company access to such data. The Receiving Party agrees: (a) to take reasonable precautions to protect such Proprietary Information, and (b) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: (1) is or becomes generally available to the public; (2) was in its possession or known by it prior to receipt from the Disclosing Party without an obligation of confidentiality; (3) was rightfully disclosed to it without restriction by a third party; (4) was independently developed without use of any Proprietary Information of the Disclosing Party; or (5) is required to be disclosed by law.

3.2. Company acknowledges and agrees that Customer retains sole and exclusive ownership of all right, title and interest to all Customer Data, its Proprietary Information, and all compilations, analyses and reports of any of the foregoing. Company will not (and will require Company’s employees, contractors, agents and authorized subcontractors not to): (i) use any Customer Data other than (1) as is necessary to provide the Services and (2) to the extent permitted in Section 3.3 below; (ii) copy or modify Customer Data except as necessary to provide the Services; (iii) disclose Customer Data to any third party, except to authorized subprocessors and service providers who are bound by obligations of confidentiality and data protection no less protective than those set forth in these Terms; or (iv) use Customer Data in a manner that violates Company policies, procedures and security requirements. Upon expiration or termination of the applicable Order Form or these Terms, Company will provide, upon Customer’s request, all Customer Data in human readable format. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, (c) Aggregated Data (as defined below), and (d) all intellectual property rights related to any of the foregoing. To the extent Company processes personal data on Customer’s behalf, the parties’ obligations are set forth in Company’s Data Processing Agreement, available at www.nooks.ai/dpa, which is incorporated by reference into these Terms.

3.3. For the purposes of these Terms, “Aggregated Data” means data and information related to Customer Data and/or Customer’s use of the Services that has been aggregated, de-identified, or otherwise processed such that it does not identify Customer or associate Customer’s Proprietary Information with Customer’s use of the Services. Notwithstanding anything to the contrary in these Terms, Company may collect, compile, create, and use Aggregated Data for any lawful purpose, including to improve, develop, and train the Services and Company-owned technology. Company will not attempt to re-identify any Aggregated Data. Company does not permit third-party providers to use Customer Data to train their models. For the avoidance of doubt, Aggregated Data is not Customer Data.

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4. PAYMENT OF FEES

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4.1. Customer will pay Company the then applicable fees described in the Order Form for the Services and in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the service capacity set forth on the Order Form or otherwise requires the payment of additional fees (per these Terms), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial service term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

4.2. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Services. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

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5. TERM AND TERMINATION

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5.1. Subject to earlier termination as provided below, the Services will be provided for the initial service term specified in the Order Form, and the applicable Order Form shall be automatically renewed for additional terms of the same duration as the initial service term, unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

5.2. In addition to any other remedies it may have, either party may also terminate the applicable Order Form or these Terms upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of these Terms. Customer will pay in full for the Services up to and including the last day on which the Services are provided. If Company terminates the applicable Order Form or these Terms due to Customer’s material breach or nonpayment, all unpaid Fees for the remainder of the then-current term shall become immediately due and payable. All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

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6. WARRANTY AND DISCLAIMER

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Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party companies, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES INCLUDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY DATA OR INFORMATION PROVIDED THROUGH THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

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7. INDEMNITY

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Company shall hold Customer harmless from liability to third parties resulting from infringement by the Services of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Services: (i) not supplied by Company; (ii) made in whole or in part in accordance with Customer specifications; (iii) that are modified after delivery by Company; (iv) combined with other products, processes or materials where the alleged infringement relates to such combination; (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (vi) where Customer’s use of the Services is not strictly in accordance with these Terms. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense: (a) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality; (b) obtain for Customer a license to continue using the Services; or (c) if neither of the foregoing is commercially practicable, terminate the affected Services and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the affected Services.

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8. LIMITATION OF LIABILITY

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NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER HEREIN, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS; OR (C) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES PROVIDED UNDER THE ORDER FORM IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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9. USAGE CONTROLS

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With respect to Company’s AI-powered features, Company may implement reasonable technical safeguards, including rate limits, usage thresholds, throttling, or similar controls, to prevent abuse, spam, automated misuse, or excessive consumption of AI resources and to protect system integrity and service availability. Such safeguards will not constitute a suspension of the Services or downtime for purposes of any service level agreement. Company may also limit communication features if Customer’s activity generates excessive bounce rates, spam complaints, or similar activity that poses a risk to the deliverability or reputation of the Services.

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10. FORCE MAJEURE

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Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) resulting from events beyond its reasonable control, including natural disasters, pandemics, war, government actions, labor disputes, utility or telecommunications failures, cyberattacks, or third-party service provider outages. If such event continues for more than sixty (60) consecutive days, either party may terminate the affected Order Form upon written notice, and Company shall refund any prepaid Fees for Services not yet rendered.

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11. MISCELLANEOUS

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If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.  These Terms are not assignable, transferable or sublicensable by Customer except with Company’s prior written consent.  Company may transfer and assign any of its rights and obligations under these Terms without consent. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided here in.  No agency, partnership, joint venture, or employment is created as a result of these Terms and Customer does not have any authority of any kind to bind Company in any respect whatsoever.  In any action or proceeding to enforce rights under these Terms, the prevailing party will been titled to recover costs and attorneys’ fees. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  These Terms shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California for any dispute arising under these Terms. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING UNDER THESE TERMS.

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12. MARKETING

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Customer agrees to participate in a case study with Company, with case study content subject to approval by Customer prior to publishing. Customer may be asked to participate in an interview, which may be used in such case study or video testimonial. Any case studies may be displayed on the Company website or distributed as part of Company's marketing practices and may include use of Customer's logo. Company may identify its relationship with Customer on its website and on marketing collateral. Customer also agrees to act as a reference for prospective customers upon Company’s reasonable request.

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13. ONLINE TERMS; UPDATES

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Company may maintain and update these Terms and any incorporated policies, exhibits, addenda, or other documents at one or more Company-designated URLs. Prior versions of these Terms are available at www.nooks.ai/terms/archive. Unless Company states otherwise, administrative, clarifying, or non-material updates are effective upon posting. Updates that materially reduce Customer’s rights or materially increase Customer’s obligations become effective upon the earliest of: (a) Customer’s execution or acceptance of a new Order Form; (b) Customer’s next renewal term; (c) Customer’s click-through or other electronic acceptance; or (d) Customer’s continued use of the Services after Company provides notice of the update. The version of these Terms available at the applicable URL as of the effective date of an Order Form applies to that Order Form, except as modified in accordance with this paragraph. Company may make updates effective immediately upon posting or notice if Company determines they are necessary or appropriate to address security, abuse, spam, deliverability, legal, regulatory, AI, third-party platform, service-integrity, or similar operational concerns.

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EXHIBIT A

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Service Level Terms

The Services shall be available 98%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, Company will credit Customer 5% of the pro-rated monthly Fees for each period of 60 minutes or more of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place and continues until the availability of the Services is restored. To receive downtime credit, Customer must notify Company in writing within twenty-four (24) hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of the pro-rated monthly Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other Services in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under these Terms.