Terms of Service

Effective December 15, 2025

These Terms of Service ("Terms") are an agreement between Company and you or the organization, company, or other entity that you represent ("Customer", "you", or "your"). "Company", "we", "us", or "our" means Deelr Pro Inc., a Delaware corporation with its principal office at PO Box 245, Youngsville NC 27596, United States. The Terms govern Customer's use of Deelr Pulse ("Pulse"), Deelr Flow ("Flow") and any other Company offerings that references these Terms, as well as all related Company tools, documentation and services (the "Services"). These Terms are effective on the earlier of the date that Customer first electronically consents to a version of these Terms and the date that Customer first accesses the Services ("Effective Date").

Please note: You may not enter into these Terms on behalf of an organization, company, or other entity unless you have the legal authority to bind that entity. Services under these Terms are not for consumer use.

A. Services

1. Overview

Subject to these Terms, Company gives Customer permission to use the Services, including to make such Services available to its own internal end users ("Users").

2. Third Party Features

Customer may elect (in its sole discretion) to use features, services or other content made available by third parties to Customer through the Services ("Third Party Features"). Customer acknowledges and agrees that Third Party Features are not Services and, accordingly, Company is not responsible for them.

3. Feedback

If Customer provides (in its sole discretion) Company with feedback regarding the Services, Company may use that feedback at its own risk and without obligation to Customer.

B. Customer Content

As between the parties and to the extent permitted by applicable law, Company agrees that Customer (a) retains all rights to its Inputs, and (b) owns its Outputs. Company disclaims any rights it receives to the Customer Content under these Terms. Subject to Customer's compliance with these Terms, Company hereby assigns to Customer its right, title and interest (if any) in and to Outputs. Company may not train models on Customer Content from Services.

"Inputs" means submissions to the Services by Customer or its Users and "Outputs" means responses generated by the Services to Inputs (Inputs and Outputs together are "Customer Content").

C. Data Privacy

Data submitted through the Services will be processed in accordance with the Company Data Processing Addendum ("DPA"), which is incorporated into these Terms by reference.

D. Trust and Safety; Restrictions

1. Compliance

Each party will comply with all laws applicable to the provision (for Company) and use (for Customer) of the Services, including any applicable data privacy laws.

2. Policies and Service Terms

Customer and its Users may only use the Services in compliance with these Terms, including (a) the Usage Policy ("Usage Policy"), (b) our Service Specific Terms, each of which is incorporated by reference into these Terms. Customer must cooperate with reasonable requests for information from Company to support compliance with its Usage Policy, including to verify Customer's identity and use of the Services.

3. Limitations of Outputs; Notice to Users

It is Customer's responsibility to evaluate whether Outputs are appropriate for Customer's use case, including where human review is appropriate, before using or sharing Outputs. Customer acknowledges, and must notify its Users, that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading or not reflective of recent events or information. Customer further acknowledges that Outputs may contain content inconsistent with Company's views.

4. Use Restrictions

Customer may not and must not attempt to (a) access the Services to build a competing product or service, including to train competing AI models or resell the Services except as expressly approved by Company; (b) reverse engineer or duplicate the Services; or (c) support any third party's attempt at any of the conduct restricted in this sentence.

5. Service Account

Customer is responsible for all activity under its account. Customer will promptly notify Company if Customer believes the account it uses to access the Services has been compromised, or is subject to a denial of service or similar malicious attack that may negatively impact the Services.

E. Confidentiality

1. Confidential Information

The parties may share information that is identified as confidential, proprietary, or similar, or that a party would reasonably understand to be confidential or proprietary ("Confidential Information"). Customer Content is Customer's Confidential Information.

2. Obligations of Parties

The receiving party ("Recipient") may only use Confidential Information of the disclosing party ("Discloser") to exercise its rights and perform its obligations under these Terms. Recipient may only share Discloser's Confidential Information to Recipient's employees, agents, and advisors that have a need to know such Confidential Information and who are bound to obligations of confidentiality at least as protective as those provided in these Terms ("Representatives"). Recipient will protect Discloser's Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own Confidential Information, and with no less than reasonable care. Recipient is responsible for all acts and omissions of its Representatives.

3. Exclusions

Confidential Information excludes information that: (a) becomes publicly available through no fault of Recipient; (b) is obtained by Recipient from a third party without a breach of the third party's obligations of confidentiality; or (c) is independently developed by Recipient without use of Confidential Information. Recipient may disclose Discloser's Confidential Information to the extent it is required by law, or court or administrative order, and will, except where expressly prohibited, notify Discloser of the required disclosure promptly and fully cooperate with Discloser's efforts to prevent or narrow the scope of disclosure.

4. Destruction Request

Recipient will destroy Discloser's Confidential Information promptly upon request, except where retained to comply with law or copies in Recipient's automated back-up systems, which will remain subject to these obligations of confidentiality while maintained.

F. Intellectual Property

Except as expressly stated in these Terms, these Terms do not grant either party any rights to the other's content or intellectual property, by implication or otherwise.

G. Publicity

Company may use Customer's name and logo to publicly identify Customer as a customer of the Services; provided that Customer may opt-out via this request form. Customer will consider in good faith any request by Company to (1) provide a quote from a Customer executive regarding Customer's motivation for using the Services that Company may use publicly and (2) participate in a public co-marketing activity.

H. Fees

1. Payment of Fees

Customer is responsible for fees incurred by its account, at the rates specified on the Service Pricing Page, unless otherwise agreed by the parties. Company may update the published rates, to be effective the earlier of 30 days after the updates are posted by Company or Customer otherwise receives Notice.

2. Taxes

Fees do not include any taxes, duties, or assessments that may be owed by Customer for use of the Services ("Taxes"), unless otherwise specified in the applicable invoice. Customer is responsible for remitting any necessary withholding Taxes to the relevant authority on a timely basis and providing Company with evidence of the same upon request. Where law provides for the reduction or elimination of withholding taxes, including via tax treaty, the parties will collaborate in good faith to do so. For clarity, Customer must pay Company the amount ("Gross-up Payment") that will ensure that Company receives the same total amount that it would have received if no such withholding or reduction by Customer had been required (taking into account any and all applicable Taxes (including any Taxes imposed on the Gross-up Payment)).

3. Billing

Failure to pay Company all amounts owed when due may result in suspension or termination of Customer's access to the Services. Company reserves any other rights of collection it may have.

I. Termination and Suspension

1. Term

These Terms start on the Effective Date and continue until terminated (the "Term").

2. Termination

a. Each party may terminate these Terms at any time for convenience with Notice, except Company must provide 30 days prior Notice.

b. Either party may terminate these Terms for the other party's material breach by providing 30 days prior Notice detailing the nature of the breach unless cured within that time.

c. Company may terminate these Terms immediately with Notice if Company reasonably believes or determines that Company's provision of the Services to Customer is prohibited by applicable law.

3. Suspension

a. Company may suspend Customer's access to any portion or all of the Services if: (a) Company reasonably believes or determines that (i) there is a risk to or attack on any of the Services; (ii) Customer or any User is using the Services in violation of Sections D.1 (Compliance), D.2 (Policies and Service Terms) or D.4 (Use Restrictions); or (iii) Company's provision of the Services to Customer is prohibited by applicable law or would result in a material increase in the cost of providing the Services; or (b) any vendor suspends or terminates Company's use of any third-party services or products required to enable Customer to access the Services (each, a "Service Suspension").

b. Company will use reasonable efforts to provide written notice of any Service Suspension to Customer, and resume providing access to the Services, as soon as reasonably possible after the event giving rise to the Service Suspension is cured, where curable. Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur because of a Service Suspension.

4. Effect of Termination

Upon termination, Customer may no longer access the Services. The following provisions will survive termination or expiration of these Terms: (a) Sections E (Confidentiality), G (Publicity), H (Fees), I (Termination and Suspension), J (Disputes), K (Indemnification), L.2 (Disclaimer of Warranties), L.3 (Limits on Liability), and M (Miscellaneous); (b) any provision or condition that must survive to fulfill its essential purpose.

J. Disputes

1. Disputes

In the event of a dispute, claim or controversy relating to these Terms ("Dispute"), the parties will first attempt in good faith to informally resolve the matter. The party raising the Dispute must notify the other party ("Dispute Notice"). The other party will respond to the Dispute Notice in a timely manner. If the parties have not resolved the dispute within 45 days of delivery of the Dispute Notice, either party may seek to resolve the dispute through arbitration as stated in Section J.2 (Arbitration).

2. Arbitration

Any dispute will be settled by binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as then in effect, except as provided herein. Any arbitration or mediation will be held in Raleigh, North Carolina. Any arbitration pursuant to this Agreement shall be conducted by three arbitrators; provided, however, that if the amount in dispute is less than $250,000.00, arbitration will be conducted by a single arbitrator.

WHERE PERMITTED UNDER THE APPLICABLE LAW, EACH PARTY AGREES THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

Any arbitration award ("Underlying Award") may be appealed pursuant to the American Arbitration Association's Optional Appellate Arbitration Rules ("Appellate Rules"). The Underlying Award must be, at a minimum, a reasoned award with findings of fact and conclusions of law and shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals must be initiated within thirty (30) days of receipt of an Underlying Award, as defined by Rule A-3 of the Appellate Rules, by filing a Notice of Appeal with any American Arbitration Association office.

Any final arbitration award, whether underlying or appellate, may be entered in any court having jurisdiction thereof. The arbitrator(s) will award only damages consistent with the damages limitations in these Terms. No party, witness, or arbitrator may disclose the contents or results of any arbitration hereunder without the prior written consent of all parties, unless, and then only to the extent necessary, required to enforce or challenge the award, as required by law, or as necessary for financial and tax reports and audits.

Notwithstanding this Section J.2, either party may seek equitable relief from any court having jurisdiction to the extent necessary to prevent irreparable harm. This Section J.2 does not limit either party's right to provisional or ancillary remedies from a court of competent jurisdiction before, during, or after the pendency of any arbitration, and the exercise of any such remedy does not waive either party's right to arbitration. All aspects of such arbitration shall be conducted in strict confidence and each party agrees not to disclose any information concerning any dispute or arbitration hereunder to any person except as may be required by law or these Terms.

Judgment on any award issued through the arbitration process in this Section J.2 (Arbitration) may be entered in any court having jurisdiction.

EACH PARTY AGREES THEY ARE WAIVING THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW IN CONNECTION WITH THESE TERMS.

3. Equitable Relief

This Section J (Disputes) does not limit either party from seeking equitable relief.

K. Indemnification

1. Claims Against Customer

Company will defend Customer and its personnel, successors, and assigns from and against any Customer Claim (as defined below) and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Customer Claim or that an arbitrator awards a third party under any Company-approved settlement of such Customer Claim.

"Customer Claim" means a third-party claim, suit, or proceeding alleging that Customer's paid use of the Services (which includes data Company has used to train a model that is part of the Services) in accordance with these Terms or Outputs generated through such authorized use violates any third-party intellectual property right.

2. Claims Against Company

Customer will defend Company and its personnel, successors, and assigns from and against any Company Claim (as defined below) and indemnify them for any judgment that a court of competent jurisdiction grants a third party on such Company Claim or that an arbitrator awards a third party under any Customer-approved settlement of such Company Claim.

"Company Claim" means any third-party claim, suit, or proceeding related to Customer's or its Users' (a) Inputs or other data provided by Customer, or (b) use of the Services in violation of these Terms, including, without limitation, the Usage Policy, the Service Specific Terms, or Section D.4 (Use Restrictions). Company Claims and Customer Claims are each a "Claim", as applicable.

3. Exclusions

Neither party's defense or indemnification obligations will apply to the extent the underlying allegation arises from the indemnified party's fraud, willful misconduct, violations of law, or breach of the Agreement. Additionally, Company's defense and indemnification obligations will not apply to the extent the Customer Claim arises from: (a) modifications made by Customer to the Services or Outputs; (b) the combination of the Services or Outputs with technology or content not provided by Company; (c) Inputs or other data provided by Customer; (d) use of the Services or Outputs in a manner that Customer knows or reasonably should know violates or infringes the rights of others; (e) the practice of a patented invention contained in an Output; or (f) an alleged violation of trademark based on use of an Output in trade or commerce.

4. Process

The indemnified party must promptly notify the indemnifying party of the relevant Claim, and will reasonably cooperate in the defense. The indemnifying party will retain the right to control the defense of any such Claim, including the selection of counsel, the strategy and course of any litigation or appeals, and any negotiations or settlement or compromise, except that the indemnified party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to an ongoing affirmative obligation. The indemnifying party's obligations will be excused if either of the following materially prejudices the defense: (a) failure of the indemnified party to provide prompt notice of the Claim; or (b) failure to reasonably cooperate in the defense.

5. Sole Remedy

To the extent covered under this Section K (Indemnification), indemnification is each party's sole and exclusive remedy under these Terms for any third-party claims.

L. Warranties and Limits on Liability

1. Warranties

Each party represents and warrants that (a) it is authorized to enter into these Terms; and (b) entering into and performing these Terms will not violate any of its corporate rules, if applicable. Customer further represents and warrants that it has all rights and permissions required to submit Inputs to the Services.

2. Disclaimer of Warranties

EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED UNDER LAW (A) THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND; AND (B) COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIRD-PARTY PRODUCTS OR SERVICES, INCLUDING THIRD-PARTY INTERFACES.

COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING OR PERFORMANCE, OR TRADE USE. COMPANY DOES NOT WARRANT, AND DISCLAIMS THAT, THE SERVICES OR OUTPUTS ARE ACCURATE, COMPLETE OR ERROR-FREE OR THAT THEIR USE WILL BE UNINTERRUPTED. REFERENCES TO A THIRD PARTY IN THE OUTPUTS MAY NOT MEAN THEY ENDORSE OR ARE OTHERWISE WORKING WITH COMPANY.

3. Limits on Liability

a. Except as stated in Section L.3.b, the liability of each party, and its affiliates and licensors, for any damages arising out of or related to these Terms (i) excludes damages that are consequential, incidental, special, indirect, or exemplary damages, including lost profits, business, contracts, revenue, goodwill, production, anticipated savings, or data, and costs of procurement of substitute goods or services and (ii) is limited to Fees paid by Customer for the Services in the previous 12 months.

b. The limitations of liability in this Section L.3 (Limits on Liability) do not apply to either party's obligations under Section K (Indemnification).

c. THE LIMITATIONS OF LIABILITY IN THIS SECTION L.3 (LIMITS ON LIABILITY) APPLY: (I) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (II) TO LIABILITY IN TORT, INCLUDING FOR NEGLIGENCE; (III) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (IV) EVEN IF THE BREACHING PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (E) EVEN IF THE INJURED PARTY'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

d. The parties agree that they have entered into these Terms in reliance on the terms of this Section L.3 (Limits on Liability) and those terms form an essential basis of the bargain between the parties.

M. Miscellaneous

1. Notices

All notices, demands, waivers, and other communications under these Terms (each, a "Notice") must be in writing. Except for notices related to demands to arbitrate or where equitable relief is sought, any Notices provided under these Terms may be delivered electronically to the address provided to Company if to Customer; and to support@deelr.io if to Company. Notice is effective only: (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with all requirements of this Section M.1 (Notices).

2. Electronic Communications

Customer agrees to receive electronic communications from Company based on Customer's use of the Services and related to these Terms. Except where prohibited by applicable law, electronic communications may be sent via email, through the Services or Customer's management dashboard, or posted on Company's website. Company may also provide electronic communications via text or SMS about Customer's use of the Services or as Customer otherwise requests from Company. If Customer wishes to stop receiving such messages, Customer may request it from Company or respond to any such texts with "STOP".

3. Amendment and Modification

Company may update these Terms at any time, to be effective 30 days after the updates are posted by Company or Customer otherwise receives Notice, except that updates made in response to changes to law or regulation take effect immediately upon posting or Notice. Changes will not apply retroactively. No other amendment to or modification of these Terms is effective unless it is in writing and signed by both parties. Failure to exercise or delay in exercising any rights or remedies arising from these Terms does not and will not be construed as a waiver; and no single or partial exercise of any right or remedy will preclude future exercise of such right or remedy.

4. Assignment and Delegation

Neither party may assign its rights or delegate its obligations under these Terms without the other party's prior written consent, except that Company may assign its rights and delegate its obligations to an affiliate or as part of a sale of all or substantially all its business. Any purported assignment or delegation is null and void except as permitted above. No permitted assignment or delegation will relieve the contracting party or assignees of their obligations under these Terms. These Terms will bind and inure to the benefit of the parties and their respective permitted successors and assigns.

5. Severability

If a provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms and will not invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify these Terms to reflect the parties' original intent as closely as possible.

6. Interpretation

These Terms will be construed mutually, with neither party considered the drafter. Document and section titles are provided for convenience and will not be interpreted. The phrases "for example" or "including" or "or" are not limiting.

7. Governing Law; Venue

a. These Terms are governed by and construed in accordance with the Governing Laws, without giving effect to any choice of law provision. "Governing Laws" means the laws of the State of North Carolina.

b. Any suits, actions, or proceedings related to these Terms that are not required to be resolved via arbitration pursuant to Section J (Disputes) will be instituted exclusively in the Venue, and each party irrevocably submits to their exclusive jurisdiction. "Venue" means federal or state courts located in Wake County, North Carolina.

8. Export and Sanctions

Customer may not export or provide access to the Services to persons or entities or into countries or for uses where it is prohibited under U.S. or other applicable international law. Without limiting the foregoing sentence, this restriction applies (a) to countries where export from the U.S. or into such country would be prohibited or illegal without first obtaining the appropriate license, and (b) to persons, entities, or countries covered by U.S. sanctions.

9. Integration

These Terms (including the Usage Policy, Service Specific Terms, DPA, Service Pricing Page and other documents or terms that are incorporated by reference by these Terms) constitute the parties' entire understanding as to the Services' provision and use. These Terms supersede all other understandings or agreements between the parties regarding the Services.

10. Force Majeure

Except for payment by Customer of fees due under these terms, neither party shall be liable for any delay or failure to perform under these Terms if such delay or failure is caused, directly or indirectly, by (i) fire, flood, elements of nature or other acts of God; (ii) any outbreak or escalation of hostilities, war, riots or civil disorders in any country; (iii) any act or omission of the other party or any government authority; (iv) any labor disputes (whether or not employees' demands are reasonable or within the party's power to satisfy); (v) the acts or omissions of a third party, including third party suppliers; or (vi) any other cause whatever beyond its reasonable control.