Terms and Conditions

This Terms and Conditions Agreement (the "Agreement") dated as of the date of acceptance by means of a click-through, is made by and among Equiforte by Nestbox AI LLC ("Equiforte") and the entity designated by the registration data provided herewith ("Licensee") and applies to Licensee's use of Equiforte applications and Licensee's use of services provided by Equiforte by Nestbox AI LLC ("Equiforte Services").

READ THIS LICENSE CAREFULLY BEFORE LOADING ANY SOFTWARE FROM EQUIFORTE OR USING THE EQUIFORTE SOFTWARE OR EQUIFORTE SERVICES. BY LOADING THE EQUIFORTE SOFTWARE OR USING THE EQUIFORTE SERVICES, LICENSEE ACCEPTS AND AGREES TO BECOME BOUND BY THE TERMS OF THIS LICENSE. EQUIFORTE RESERVES THE RIGHT TO MODIFY THE TERMS OF THIS AGREEMENT BY PROVIDING NOTICE OF CHANGES ON THE EQUIFORTE WEBSITE. LICENSEE AGREES TO PERIODICALLY INSPECT THE EQUIFORTE WEBSITE TO STAY INFORMED ABOUT SUCH CHANGES. LICENSEE AGREES THAT LICENSEE'S CONTINUED USE OF THE EQUIFORTE SERVICE AFTER SUCH CHANGES ARE ANNOUNCED CONSTITUTES ACCEPTANCE OF SUCH CHANGES. EQUIFORTE SHALL RETAIN THE OWNERSHIP OF THE PROVIDED COPY OF EQUIFORTE SOFTWARE AND THE DOCUMENTATION PROVIDED THEREWITH (REFERRED TO AS A SINGLE ENTITY, OR AS COMPONENTS, AS "THE LICENSED SOFTWARE") WHICH IS LICENSED ON A NON-EXCLUSIVE BASIS FOR USE UNDER THE FOLLOWING CONDITIONS.

Subject to the terms hereunder, Equiforte hereby grants to Licensee a limited, non-exclusive, non-transferrable, revocable license, without the right to sub-license, to install and operate the Licensed Software and to operate an account on the Equiforte website and related applications solely for the benefit of Licensee and not for any third party, until the termination of this Agreement. Any rights not expressly granted hereunder are reserved. There are no implied rights of any kind. To the extent that the Licensed Software includes intellectual property rights of any third party ("Third Party Rights"), the license granted is to the extent that Equiforte is able to license such Third Party Rights.

Licensee shall not (a) make copies of or further distribute the Licensed Software, including copying onto any other medium, (b) distribute, rent, sublicense, lease, resell, or assign the Licensed Software, (c) alter, modify or adapt the Licensed Software or the Equiforte Services, including but not limited to, translating, decompiling, disassembling, reverse engineering, or creating derivative works, (d) export the Licensed Software without the appropriate foreign government licenses and without Equiforte's prior written approval, (e) resell, rent or otherwise provide access to the Equiforte Services to a third party or (f) take any action in an attempt to obtain any other Equiforte user's data, cause malfunction, crash, tamper with or otherwise impair the Equiforte website and related applications, and their services. Any rights not expressly granted hereunder are reserved by Equiforte.

No rights in the Licensed Software or Equiforte Services are granted, whether expressly or by implication, including, without limitation, any rights in any patents, copyrights, trademarks or trade secrets embodied therein, except in connection with the permitted uses expressly described herein.

Licensee agrees to timely pay the monthly or annual fees set out in the billing form unless otherwise agreed by written agreement. No refund policy. Equiforte may take additional per-transaction fees or percent fees at their discretion, including but not limited to third-party hosting costs or in response to late payments from Licensee. Equiforte may change pricing at any time at their discretion. All charges are non-refundable.

Certain features or services will have additional charges, including but not limited to:

• Advanced Integrations: Third-party data integrations and connectors may have additional fees depending on the provider and volume of data transferred. - Custom Implementations: Premium members may submit a custom development request to the Equiforte team for a quote. If Licensee decides to proceed, they will pay the amount stated in the quote. - Additional Seats: Additional user seats beyond the plan limit will be billed at the per-seat rate specified in the billing form. - Additional Marketplace Connectors: Additional fees for marketplace connectors will be shown in the connector marketplace.

Licensee acknowledges and agrees to the terms of the Equiforte Privacy Policy. Equiforte agrees that as between Licensee and Equiforte, (a) Licensee's data maintained by Licensee on the Equiforte website and related applications belongs to Licensee; and (b) Equiforte acts as data processor. Each party hereto undertakes to comply with applicable data protection laws in relation to its use of such data. Licensee hereby grants permission to Equiforte for Equiforte to use the data for providing Licensee the Equiforte account, improving and maintaining the Equiforte website and related applications and their services, and for analytical purposes in a manner where such data is aggregated with other user data and cannot be readily reverse engineered into personally identifiable information, and we may share your data with our trusted third party affiliates and partners in implementing this data usage. We rely on some of our third-party affiliates and partners for support of the products and services we offer. All such third-party affiliates and partners are required to preserve the confidentiality of any personal information they may access.

Licensee agrees that notwithstanding anything to the contrary herein, Licensee shall handle any personally identifiable information that it inputs into the Equiforte systems in the following manner: (i) in the event Licensee seeks to export such data, Licensee shall use a commercially reasonable contact management tool to provide an opt-out mechanism for anyone who has provided Licensee personally identifiable information that is stored on Equiforte's systems, (ii) Licensee agrees that Equiforte can delete such data in the event the Licensee exercises the Equiforte opt-out mechanism and (iii) any use of such data by Licensee shall comply with Equiforte's privacy policy. Licensee shall indemnify and hold harmless Equiforte and the Equiforte Parties from any claim brought against Equiforte alleging that personal information stored on Equiforte was improperly used where such use was by Licensee while such information was stored on Equiforte or any use after Licensee has exported such data.

Licensee gives explicit authorization and consent for Equiforte to access their customer data to send any marketing messages to their end users at Equiforte's discretion. Licensee may be able to use the Services to create, send and manage marketing messages to your customers who have elected to receive offers and updates from Equiforte clients they work with or who provided their contact information to you directly. You are responsible for marketing messages that you send using the Services, the content of those messages, and honoring any terms included in such messages, even if your Equiforte Account is closed, suspended, or terminated. You are responsible for ensuring that your marketing messages are compliant with applicable federal, state, or local laws.

If you do not wish to receive feedback or to report a problem, you should contact Equiforte Support.

NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY LIABILITY TO THE EXTENT THAT THE SAME MAY NOT BE EXCLUDED OR LIMITED UNDER GOVERNING LAW. LICENSEE AGREES THAT THE LICENSED SOFTWARE AND EQUIFORTE SERVICES ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY EXPRESS OR IMPLIED AND WHETHER AS TO MERCHANTABILITY, FITNESS FOR PURPOSE OR INFRINGEMENT. NO WARRANTY OR REPRESENTATION IS GIVEN, AND/OR ANY LIABILITY IS ACCEPTED, BY EQUIFORTE IN RELATION TO THIRD PARTY RIGHTS. ANY USE OF THE LICENSED SOFTWARE AND EQUIFORTE SERVICES IS AT LICENSEE'S SOLE AND ABSOLUTE RISK. IN NO EVENT WILL EQUIFORTE OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS OR CONSULTANTS ("EQUIFORTE PARTIES") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE OR THE EQUIFORTE SERVICES, ERRORS IN OR LOSS OF ANY DATA. SPECIFICALLY, EQUIFORTE IS NOT RESPONSIBLE FOR ANY COSTS INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, LOSS OF USE OF THE LICENSED SOFTWARE OR EQUIFORTE SERVICES, LOSS OF DATA, THE COSTS OF RECOVERING DATA, ANY CLAIMS BY THIRD PARTIES, OR FOR ANY OTHER SIMILAR COSTS, LOSSES, OR DAMAGES YOU MIGHT INCUR. EQUIFORTE MAKES NO WARRANTY OF ANY KIND AS TO THE SUITABILITY OR ADEQUACY OF THE LICENSED SOFTWARE OR EQUIFORTE SERVICES FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. GIVEN THAT LICENSEE IS IN A BETTER POSITION THAN EQUIFORTE TO FORESEE AND EVALUATE ANY POTENTIAL DAMAGE OR LOSS WHICH LICENSEE MAY SUFFER IN CONNECTION WITH THE USE OF THE LICENSED SOFTWARE AND/OR THE EQUIFORTE SERVICES AND THAT EQUIFORTE CANNOT ADEQUATELY INSURE ITS POTENTIAL LIABILITY TO LICENSEE, LICENSEE ACKNOWLEDGES AND AGREES THAT THE EXCLUSIONS AND LIMITATIONS CONTAINED HEREIN ARE REASONABLE. TO THE EXTENT THAT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT WITH JURISDICTION TO BE UNREASONABLE, EQUIFORTE'S AGGREGATE LIABILITY SHALL NOT EXCEED $100. LICENSEE SHALL ACT AT ALL TIMES TO MITIGATE ANY LIABILITY. LICENSEE ACKNOWLEDGES AND AGREES THAT SHARING OF ITS ACCOUNT INFORMATION, LOGIN INFORMATION OR PASSWORDS SHALL BE AT ITS SOLE AND ABSOLUTE RISK AND THAT EQUIFORTE SHALL NOT BE LIABLE FOR ANY DAMAGE ARISING AS A RESULT OF SUCH SHARING.

Some jurisdictions do not allow the exclusion or limitation of implied warranties or limitation of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Licensee may terminate this license no less than 60 days before the annual renewal by emailing support@equiforte.com. Equiforte, in its sole discretion, has the right to suspend or terminate this license and your account and refuse any and all current or future use of the Equiforte Services for any reason at any time, including but not limited to violation of these Terms or applicable law. Licensee's duties to (i) pay amounts due and payable, (ii) refrain from any kind of reverse engineering or other act in violation of this agreement or (iii) indemnify Equiforte and the Equiforte Parties shall survive termination of this Agreement. Upon termination Licensee will destroy all copies of the Licensed Software and documentation onto which the Licensed Software or documentation has been installed. Upon termination Equiforte shall terminate the Licensee's access to their Equiforte account, the account itself and the data residing therein. EQUIFORTE SHALL NOT BE RESPONSIBLE FOR LICENSEE ACCOUNT DATA AFTER TERMINATION.

In addition, Equiforte reserves the right and Licensee acknowledges such right for Equiforte to terminate service of Licensee's account on 30 days' notice if Equiforte determines in its sole discretion that it is not capable of fully meeting the apparent requirements of Licensee.

Licensee agrees that the Licensed Software and the operation of the Equiforte Services and its processes are the confidential information of Equiforte and agrees not to disclose such software or such operation and processes to any third party. Licensee agrees that breach of this duty of confidentiality shall cause irreparable harm for which monetary damages would be difficult to quantify or insufficient and therefore Equiforte shall be entitled to immediate injunctive relief in the event of breach without an obligation of posting bond.

All payments are nonrefundable.

Equiforte reserves the right to amend these Terms and Conditions at any time in Equiforte's sole discretion.

The Licensee represents and warrants that it has the due right and power to enter into this Agreement, entering into this Agreement will not cause the breach of any agreement Licensee has with a third party and that all of the registration information provided to Equiforte is accurate in all respects.

This Agreement shall be construed under the laws of the State of Michigan, U.S.A. as applied to contracts performed entirely within the state. Any dispute arising under this Agreement shall be exclusively heard in the state or federal courts residing in Michigan, U.S.A. Each party hereto consents to the jurisdiction of such courts with regard to matters arising in connection with this Agreement and waives any claim it has that such a forum is inconvenient.