Terms And Conditions

For Edbound.ai , Edbound Inc.

Effective Date: 19 June 2026

This document is an electronic record generated by a computer system and does not require any physical or digital signature.

These Terms and Conditions ("Terms of Use" or this "Agreement") govern your access to and use of www.edbound.ai (the "Website") and the related cloud-based software, applications, AI features, and services made available through it (collectively, the "Platform" or "Services"). By accessing, subscribing to, registering for, or using the Platform in any capacity, you acknowledge that you have read, understood, and agree to be bound by this Agreement and the policies incorporated by reference, including our Privacy Policy and Cookies Policy. If you use or transact on the Platform, you will also be subject to any additional terms applicable to those specific features or transactions.

If you accept this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you," "your," or "Client" refers to that entity.

Negotiated and enterprise engagements. This Agreement is the default, click-through agreement for self-serve and standard subscriptions. Where the Parties enter into a separately executed master agreement, order form, or statement of work ("Order") that references the Platform, the terms of that executed Order control for the Services it describes. In the absence of such an executed Order, this Agreement governs.

1. Parties

Edbound Inc., a corporation organized under the laws of the State of Delaware, United States, having its registered office at:

Edbound Inc.

8 The Green, STE B

Dover, Kent County, Delaware 19901

United States

(hereinafter "Edbound", "Provider", "we", "us", or "our") of the ONE PART,

AND

any person or entity that accesses, subscribes to, registers for, or uses the Platform in any capacity (including as account owner, administrator, team member, or other authorized user) (hereinafter the "Licensee", "Client", or "you") of the OTHER PART.

Edbound and the Licensee are collectively the "Parties" and individually a "Party".

2. Definitions

For the purposes of this Agreement:

  1. "Agreement" means these Terms of Use together with all policies, schedules, and exhibits incorporated by reference, as amended from time to time.
  2. "AI Features" means any artificial intelligence, machine learning, or automation functionality made available through or in connection with the Platform, including agentic workflows and AI-generated outputs.
  3. "Applicable Laws" means the laws, regulations, rules, and orders of any competent authority having the force of law that apply to a Party or to the activities under this Agreement, including applicable U.S. federal and state data protection, consumer protection, marketing, and e-commerce laws.
  4. "Authorized Users" means your employees, members, chapter administrators, contractors, officers, directors, volunteers, and agents whom you permit to access or use the Platform under this Agreement.
  5. "Client Content" means content you or your Authorized Users upload to, generate through, or distribute through the Platform, including text, media, documents, course materials, event recordings, communications, templates, branding, campaigns, prompts, and instructions.
  6. "Client Data" means all data, content, and information submitted to, stored in, or processed through the Platform by or on behalf of you or your Authorized Users, including member records, chapter records, financial records, event data, engagement data, learning data, communications, Client Content, and personal information.
  7. "Confidential Information" means all non-public, proprietary information disclosed by a Party, including the terms of this Agreement, in any form. It does not include information that is or becomes public without breach, was lawfully held without restriction prior to disclosure, is lawfully obtained from a third party, or is independently developed without reference to the disclosing Party's Confidential Information.
  8. "End User" means any individual whose data is collected, hosted, or processed through your use of the Platform, including leads, subscribers, attendees, community members, learners, or customers.
  9. "Intellectual Property" means all forms of intellectual and industrial property rights recognized under Applicable Laws, including trademarks, service marks, trade names, domain names, logos, designs, copyrights, database rights, trade secrets, know-how, inventions, patents, and moral rights, together with all applications, extensions, and renewals thereof.
  10. "Managed Services" means ongoing, recurring operational services where Provider actively manages, operates, or executes platform workflows, content operations, campaigns, configuration, migration, or operational support on your behalf, as expressly described in an applicable Order.
  11. "Order" means any written or electronic ordering document, statement of work, proposal, quote, or online order that references this Agreement, is accepted in writing by Provider, and describes the subscribed Services, fees, term, modules, or other commercial terms for a particular engagement.
  12. "Platform Documentation" means the user guides, help materials, onboarding materials, and service descriptions Provider makes available for the Platform, as updated from time to time.
  13. "Professional Services" means discrete, non-recurring implementation, configuration, consulting, training, or migration services with a defined scope, as expressly described in an applicable Order.
  14. "Subscription Term" means the period during which you are authorized to access and use the Platform, as set out in your subscription plan or applicable Order.
  15. "Third-Party Services" means any third-party application, service, or API that interoperates with or is made available through the Platform, including hosting, payment processing, email, CRM, analytics, enrichment, social, AI model providers, and communications tools, but excluding services owned or controlled by Provider.
  16. "Territory" means worldwide, subject to Applicable Laws and any territorial restrictions imposed by Provider or its service providers.

3. License

  1. Subject to your compliance with this Agreement and timely payment of all applicable fees, Provider grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Platform and Platform Documentation solely for your internal business, membership, association-management, resource-center, content, event, learning, community, communications, and related operational purposes, in accordance with the subscription plan or Order you select.
  2. You shall not, and shall not permit any Authorized User or third party to: (a) copy, modify, or create derivative works of the Platform or Platform Documentation; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying structure, algorithms, models, prompts, workflows, or non-public methods of the Platform, except to the extent this restriction is prohibited by Applicable Laws; (c) resell, sublicense, rent, lease, or make the Platform available to any third party other than Authorized Users in the ordinary course of your operations; (d) access or use the Platform beyond the scope of the subscribed modules and usage limits; (e) use any robot, spider, crawler, scraper, or other automated means to monitor, copy, or harvest the Platform or its content except as permitted in writing; (f) use the Platform to build, train, benchmark, or improve a competing product or service; (g) circumvent usage limits or security controls; or (h) use the Platform in violation of Applicable Laws or this Agreement.
  3. Except for the limited license expressly granted to you, all rights, title, and interest in and to the Platform and its underlying technology, interfaces, designs, and content (excluding your own Client Content) remain vested exclusively with Provider.
  4. You grant Provider a royalty-free, non-exclusive, limited license to use your name, trademarks, and logos ("Licensee Marks") solely to enable the creation of marketing communications through or on the Platform and to refer to you as a customer (for example, in customer lists or testimonials), as further described in Section 8. This license is limited to the Subscription Term and conveys no ownership in the Licensee Marks.
  5. The prices, commercial terms, and features specified on the Website/Platform, as updated by Provider from time to time, form part of this Agreement. Your continued use of the Platform after any update conveying a modification constitutes your acceptance of that modification.

4. Fees and Payment

  1. Fees. You shall pay the fees applicable to the subscription plan you select on the Platform, or as separately agreed in an Order. Fees are based on the subscribed modules, usage limits, implementation scope, Managed Services, Professional Services, and billing frequency selected.
  2. Billing. Subscription fees are billed in advance according to the billing frequency selected (monthly, quarterly, semi-annual, or annual). Unless otherwise stated, amounts are stated and payable in U.S. dollars, and each Party bears its own bank or transfer fees.
  3. Payment terms. Each undisputed invoice is payable within thirty (30) days of the invoice date unless your plan or Order states otherwise. Payment is timely when received by Provider in immediately available funds on or before the due date.
  4. Taxes. Fees are exclusive of taxes. You are responsible for applicable sales, use, value-added, withholding, and similar taxes, duties, and assessments, excluding taxes based on Provider's net income. If you are tax-exempt, you shall provide a valid exemption certificate.
  5. Late payments. Undisputed amounts not paid when due may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, calculated from the due date until paid. Provider may suspend access on reasonable notice if undisputed amounts remain unpaid more than fifteen (15) days after the due date.
  6. Disputed amounts. If you dispute an invoiced amount in good faith, you shall pay all undisputed amounts when due, notify Provider of the disputed amount within the payment period with reasonable detail, and work in good faith to resolve the dispute promptly.
  7. Third-party fees. Unless otherwise stated in an Order, you are responsible for Third-Party Service fees, payment processor fees, chargebacks, paid media spend, domain fees, email sending fees, CRM fees, enrichment fees, SMS fees, and other third-party costs associated with your use of the Services.

5. Refund Policy

  1. You may cancel your subscription using the cancellation options made available on the Platform or by contacting Provider at the support email specified on the Website.
  2. Refund eligibility. If Provider offers a refund window (such as a trial or specified refund period) for a particular plan or promotion, the terms of that refund will be clearly set out on the Website or in the applicable offer. Subject to those terms, if your request falls within the applicable refund period and conditions, you may be eligible for a refund (less any applicable taxes, transaction fees, or charges).
  3. Non-refundable cases. Unless expressly stated otherwise in a written offer, no refunds will be issued for requests made after the stipulated refund period or for partial usage of a billing cycle. In such cases, the subscription remains active until the end of the current billing period without pro-rata refunds for unused time.
  4. Exceptions. Provider reserves the right to deny refunds in cases of policy abuse (for example, repeated sign-ups solely to obtain refunds) or for subscriptions purchased under special promotions or limited-time offers where the terms state the purchase is non-refundable or subject to different refund rules.

6. Services, Professional Services, and Managed Services

  1. Scope. The Platform modules and Services made available to you are limited to those described in your subscription plan and/or the applicable Order. Provider will make only the subscribed modules available, substantially in accordance with the Platform Documentation. No modules, features, or services outside your plan or Order are included unless expressly agreed in writing.
  2. Professional and Managed Services. Provider provides Professional Services and Managed Services only as expressly described in an applicable Order. Implementation timelines, milestones, and delivery dates referenced in any Order, proposal, response to a request for proposal, or other communication are good-faith targets only and are not binding unless expressly designated as firm in a signed Order accepted in writing by Provider.
  3. Change requests. You may request changes to scope, timeline, deliverables, integrations, or Managed Services. Provider is not obligated to perform out-of-scope work unless the Parties agree to a written change order or revised Order covering scope, fees, and timeline.
  4. No legal, tax, or compliance advice. Provider does not provide legal, tax, accounting, financial, regulatory, or compliance advice. You are solely responsible for obtaining your own professional advice regarding your content, campaigns, member communications, data practices, fundraising, payments, taxes, and regulatory obligations.
  5. Marketing and business outcomes. Managed Services may include setup, configuration, recommendations, content operations, or workflow operations, but Provider does not guarantee business outcomes, including member growth, revenue, attendance, engagement, search ranking, deliverability, lead volume, conversion rate, or campaign performance.
  6. Managed service boundaries. Where Provider performs Managed Services, Provider is responsible for the configuration, infrastructure, and technical execution of the agreed workflows. You own the strategy behind those workflows, including audience, offer, and final content approval, and are responsible for all resulting business outcomes. Provider operates the execution layer; you direct it.

7. AI Features and Automated Workflows

  1. AI-assisted functionality. The Platform may include AI Features that help you create, transform, route, and distribute content, messages, campaigns, and analytics, and that automate related workflows.
  2. Restrictions on AI training. Provider shall not, and shall not permit any third-party AI model provider to, use Client Data, Client Content, or your prompts to train, fine-tune, or improve any artificial intelligence or machine learning models, except (i) with your prior written consent, or (ii) using aggregated, anonymized, or de-identified data that does not identify you, your Authorized Users, or any individual.
  3. Human review and approval. Unless an Order expressly states that Provider is responsible for review and approval as part of Managed Services, you are responsible for reviewing and approving all AI-generated or automated outputs before external publication, distribution, reliance, or use, and for ensuring such outputs are accurate, appropriate, lawful, non-infringing, and consistent with your policies and obligations.
  4. No guarantee of results. Provider does not guarantee that AI Features or automated workflows will produce accurate, complete, error-free, non-infringing, compliant, or commercially successful outputs, or that use of the Services will generate any particular number of leads, members, registrations, conversions, revenue, cost savings, search rankings, impressions, engagement, or business outcomes.
  5. Your instructions. You are responsible for the prompts, instructions, source materials, audience criteria, segmentation rules, approval settings, sending rules, and workflow configurations you provide or approve. Provider is not responsible for errors, claims, or outcomes arising from your instructions or approved configurations.

8. Intellectual Property and Content

  1. Provider ownership. As between the Parties, Provider owns and retains all right, title, and interest in and to the Platform, Platform Documentation, AI Features, workflows, templates, playbooks, configurations, automations, designs, software, models, algorithms, know-how, methods, and all related Intellectual Property, including any improvements or derivative works developed in connection with the Services, other than Client Data and Client Content.
  2. Client Content ownership. As between the Parties, you own and retain all right, title, and interest in and to Client Data and Client Content. Provider obtains no rights in Client Data or Client Content except the limited license below.
  3. Client Content license. You grant Provider a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, distribute, modify, and transform Client Data and Client Content solely as necessary to operate the Services, perform Provider's obligations, and as otherwise permitted under Section 11.
  4. Work product. Unless an Order states otherwise: (a) Provider retains ownership of all reusable templates, workflows, agents, automations, configurations, methodologies, playbooks, tools, code, and know-how used to provide the Services; and (b) you own final, Client-specific content deliverables created specifically for you and paid for under an applicable Order, excluding Provider IP and any Third-Party Service components.
  5. Feedback. If you provide suggestions, ideas, or feedback regarding the Services, Provider may use it without restriction or obligation to you, and you grant Provider a perpetual, irrevocable, worldwide, royalty-free license to incorporate such feedback into its products and services without attribution, compensation, or accounting.
  6. Client Marks. Provider may identify you by name and logo on its website and in marketing, pitch, case-study, and investor materials. You may opt out of such use at any time by written notice to Provider, in which case Provider will comply within thirty (30) days of receipt. Neither Party shall otherwise use the other's name, logo, or trademarks in a manner implying endorsement, affiliation, or partnership beyond what is described in this Agreement without prior written consent.
  7. Rights complaints. Provider may disable or remove Client Content that Provider reasonably believes infringes third-party Intellectual Property rights or violates Applicable Laws or this Agreement. You shall cooperate fully in responding to any rights complaints or takedown requests relating to Client Content.

9. Your Responsibilities and Acceptable Use

  1. Authorized Users. Access is permitted only for individuals you designate as Authorized Users. You are responsible for your Authorized Users' compliance with this Agreement and for all activity occurring under your accounts, except to the extent directly caused by Provider's material breach.
  2. Account security. You shall maintain the confidentiality of login credentials, require appropriate access controls, promptly disable access for individuals who no longer require it, and promptly notify Provider of any known or suspected unauthorized access.
  3. Client Data and Content. You are solely responsible for the accuracy, quality, legality, reliability, appropriateness, and completeness of Client Data and Client Content, and for obtaining all rights, consents, permissions, and notices necessary for Provider to process them and provide the Services.
  4. Cooperation. You shall provide timely cooperation and access to personnel, information, brand assets, domain and DNS settings, payment processor accounts, third-party credentials, approvals, and decisions reasonably required for Provider to perform the Services. Delays caused by you or Third-Party Services extend applicable timelines and do not constitute Provider delay or breach.
  5. Acceptable use. You shall not, and shall not permit any Authorized User to, use the Services to:
    • violate Applicable Laws or third-party rights;
    • send spam, unlawful marketing, deceptive messages, or any communication that violates CAN-SPAM, TCPA, platform policies, or other applicable marketing laws;
    • upload, publish, or distribute content that is infringing, defamatory, obscene, harassing, discriminatory, fraudulent, misleading, harmful, or otherwise unlawful;
    • collect, process, or disclose personal information without the required rights, notices, and consents;
    • upload malware, attempt unauthorized access, probe or test vulnerabilities without authorization, or otherwise interfere with the security or integrity of the Platform;
    • impersonate any person or entity without authorization;
    • run regulated decisioning relating to employment eligibility, credit, insurance, housing, healthcare diagnosis, legal advice, or similarly high-risk matters, unless expressly agreed in writing by Provider;
    • process sensitive personal information unless expressly permitted in an applicable Order; or
    • use the Services in any manner that could damage Provider's infrastructure, reputation, deliverability, sender reputation, third-party accounts, or relationships with Third-Party Services.
  6. Content removal and suspension. Provider may remove, disable, or restrict access to Client Content or workflows it reasonably believes violate this Agreement, Applicable Laws, third-party rights, or Third-Party Service policies, and may suspend access immediately upon written notice where continued access poses a security, legal, operational, deliverability, reputational, or third-party platform risk, where you materially violate the acceptable use rules, where undisputed amounts remain unpaid more than fifteen (15) days after the due date following reasonable notice, or where suspension is required by Applicable Laws or a Third-Party Service. Where circumstances reasonably permit, Provider will give prior notice and a reasonable opportunity to cure.

10. Third-Party Services and Integrations

  1. The Services may interoperate with Third-Party Services, including CRM systems, payment processors, email providers, analytics tools, enrichment providers, social platforms, calendar tools, AI model providers, hosting providers, and communication platforms. Your use of Third-Party Services is governed by the applicable third-party terms. Provider makes no representations or warranties regarding the performance, availability, security, or suitability of any Third-Party Service, and inclusion of an integration is not an endorsement.
  2. Your accounts and permissions. You are responsible for obtaining, maintaining, and authorizing any required Third-Party Service accounts, permissions, API access, credentials, subscriptions, and consents.
  3. Third-party changes. Provider is not responsible for unavailability, changes, outages, API limitations, rate limits, policy changes, pricing changes, account restrictions, or discontinuation of Third-Party Services. If a Third-Party Service changes in a way that affects the Platform, Provider may modify, suspend, or discontinue the affected integration or functionality without liability.
  4. Data shared with third parties. You authorize Provider to transmit Client Data and Client Content to Third-Party Services as necessary to provide the Services, enable integrations, process payments, send communications, host content, provide AI Features, or perform an applicable Order.
  5. Outbound workflows and network risk. Some Services enable you to run automated outbound workflows through Third-Party Services such as email providers and social networks. These workflows run on your behalf and at your sole risk. You shall follow the terms, acceptable use rules, rate limits, and anti-spam requirements of each Third-Party Service and shall review and approve all messaging, targeting, and actions before any workflow runs. Provider is not liable for any restriction, suspension, throttling, or ban a Third-Party Service may impose on your accounts as a result.
  6. Payment processing. Payment processing functionality available through the Platform is provided by Third-Party Services. Provider is not a bank, payment processor, money transmitter, escrow agent, or financial institution. You are responsible for establishing and maintaining any required payment processor accounts and complying with processor terms, card network rules, tax obligations, refund rules, chargeback obligations, and payment-related laws. Provider does not directly store full payment card numbers; card processing is handled by PCI DSS compliant third-party processors subject to their terms and security practices.

11. Data, Privacy, and Security

  1. Ownership and use of Client Data. As between the Parties, you own Client Data and Client Content. Provider uses Client Data only to operate the Services (including hosting, maintenance, security, support, analytics, and product improvement), to comply with Applicable Laws, prevent fraud or abuse, and enforce this Agreement. Provider shall not sell, rent, or otherwise monetize Client Data.
  2. Privacy. The Platform's collection, use, and processing of personal information are governed by the Edbound.ai Privacy Policy and Cookies Policy, incorporated by reference. To the extent Provider processes personal information on your behalf, the Parties shall comply with applicable privacy and data protection laws in their respective roles. Where applicable under U.S. state privacy laws, Provider acts as a service provider or processor with respect to personal information processed on your behalf and shall not retain, use, or disclose it except as permitted by this Agreement, an applicable Order, a data processing addendum, or Applicable Laws. You are responsible for providing required notices, obtaining required consents, honoring privacy rights requests, and determining the lawful basis for processing.
  3. Data processing addendum. If required by Applicable Laws or your procurement requirements, the Parties shall enter into Provider's Data Processing Addendum or another mutually agreed addendum, which controls over this Agreement for the processing of personal information in the event of conflict.
  4. Security. Provider shall maintain a commercially reasonable security program designed to protect Client Data against unauthorized access, loss, and alteration, covering access controls, encryption in transit, backups, vulnerability management, and incident response, scaled to the nature of the Services. Provider shall notify you without undue delay after becoming aware of a confirmed unauthorized acquisition of or access to Client Data in Provider's control.
  5. Data portability and return. During the Subscription Term and for thirty (30) days following termination or expiration, you may export Client Data in a commonly used format made available by Provider. After that period, Provider may delete Client Data in the ordinary course, subject to legal retention requirements, backup retention, and legitimate business needs.
  6. Aggregated and de-identified data. Provider may compile aggregated, anonymized, or de-identified data derived from operation of the Services for analytics, benchmarking, product improvement, security, and business purposes, provided such data does not identify you, any Authorized User, or any individual.

12. Warranties and Disclaimer

  1. Mutual. Each Party represents and warrants that it is duly organized and validly existing, has full authority to enter into this Agreement, and that this Agreement constitutes a legal, valid, and binding obligation enforceable against it.
  2. Provider. Provider represents and warrants that the Platform will perform substantially in accordance with the Platform Documentation during the Subscription Term, that Professional and Managed Services will be performed in a professional and workmanlike manner, and that, to Provider's knowledge, the Platform does not infringe any third-party Intellectual Property rights as of the Effective Date.
  3. You. You represent and warrant that you have all rights, consents, and licenses necessary to provide Client Data and Client Content and grant the licenses in Section 8, that your use of the Services will comply with all Applicable Laws, and that Client Content and your instructions will not infringe any third-party rights.
  4. Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, UNINTERRUPTED OPERATION, AND ERROR-FREE OPERATION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. Provider does not warrant that the Platform will meet your requirements or be available, secure, uninterrupted, or error-free.

13. Indemnification

  1. Mutual indemnity. Each Party shall defend, indemnify, and hold harmless the other Party and its affiliates, officers, directors, employees, contractors, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) that Party's breach of this Agreement; (b) that Party's gross negligence, willful misconduct, or fraud; or (c) that Party's violation of Applicable Laws.
  2. Additional Client indemnity. You shall additionally defend, indemnify, and hold harmless Provider from any third-party claims arising out of or relating to: (d) Client Data or Client Content; (e) your campaigns, communications, outbound workflows, or automated sequences sent through the Services; (f) your instructions, prompts, approved configurations, or workflow approvals; (g) your products, services, events, payments, refunds, or fundraising activities; or (h) disputes between you and your members, chapters, Authorized Users, or customers.
  3. Procedure. The indemnified Party shall give prompt written notice of the claim (failure to do so relieves the indemnifying Party only to the extent it is materially prejudiced), grant the indemnifying Party sole control of the defense and settlement (no settlement imposing liability or a non-monetary obligation on the indemnified Party may be made without its prior written consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying Party's expense.

14. Limitation of Liability

  1. To the fullest extent permitted by Applicable Law, each Party's total aggregate liability arising out of or related to this Agreement, whether in contract, tort, strict liability, statute, or otherwise, shall not exceed the total fees paid or payable by you under the applicable plan or Order in the twelve (12) months preceding the event giving rise to the liability.
  2. Neither Party shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, loss of goodwill, loss of data, business interruption, or cost of substitute services, even if advised of the possibility of such damages.
  3. Excluded claims. The limitations above shall not apply to: (a) your payment obligations under Section 4; (b) your violation of Provider's Intellectual Property rights under Section 8 or the acceptable use restrictions under Section 9; or (c) either Party's liability arising from fraud, gross negligence, or willful misconduct.

15. Term and Termination

  1. Term. This Agreement commences on the date you first access or use the Platform or agree to these Terms (whichever is earlier) and continues for your Subscription Term, unless terminated earlier in accordance with this Section.
  2. Termination for convenience. Either Party may terminate this Agreement or any applicable Order for convenience on thirty (30) days' prior written notice. If you terminate for convenience prior to the expiration of a committed Subscription Term set out in an applicable Order, the fees committed for the full committed term become immediately due and payable, and termination for convenience does not entitle you to a refund of prepaid fees.
  3. Termination for cause. Provider may terminate or suspend the Agreement with immediate effect on written notice if you commit a material breach and fail to remedy it (if remediable) within a reasonable period after notice, or if your conduct poses a security risk, harms the Platform, infringes third-party rights, or exposes Provider to legal liability. Either Party may terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or has an undismissed bankruptcy proceeding for more than sixty (60) days.
  4. Termination for non-payment. Provider may terminate immediately on written notice if you fail to make any undisputed payment when due. No cure period applies.
  5. Effect of termination. On expiration or termination: (a) your right to access the Platform immediately ceases and all licenses terminate and revert to Provider; (b) you shall immediately pay all accrued and unpaid amounts together with interest; and (c) you shall cease all use of Provider's Intellectual Property and return or destroy all Provider materials, Platform Documentation, and Confidential Information in your possession. Provider may delete your account and associated content within thirty (30) to ninety (90) days of termination, after which it may not be recoverable, subject to Section 11.5.
  6. Survival. Provisions that by their nature should survive termination shall survive, including those governing Intellectual Property, confidentiality, indemnification, limitation of liability, fees accrued prior to termination, data return, and general provisions.

16. Confidentiality

Each Party shall use Confidential Information only to perform under this Agreement, protect it with at least the same degree of care it uses for its own Confidential Information and no less than reasonable care, and not disclose it except to personnel, contractors, advisors, and service providers who need to know and are bound by obligations at least as protective as this Agreement. A Party may disclose Confidential Information to the extent required by Applicable Laws, subpoena, or court order, provided it gives reasonable prior written notice where legally permitted. Unauthorized use or disclosure may cause irreparable harm, and the disclosing Party may seek injunctive or equitable relief without posting bond. This Section survives termination.

17. Governing Law and Dispute Resolution

  1. Governing law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.
  2. Informal resolution. The Parties shall first attempt in good faith to resolve any dispute through informal negotiations. If not resolved within thirty (30) days following written notice, either Party may initiate binding arbitration.
  3. Arbitration. Any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Delaware before a single arbitrator, and the arbitrator's decision may be entered and enforced in any court of competent jurisdiction.
  4. Attorneys' fees. In any arbitration, action, or proceeding arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses.
  5. Waiver of jury trial. To the maximum extent permitted by Applicable Law, each Party knowingly and voluntarily waives any right to a trial by jury in connection with any dispute arising out of or relating to this Agreement.
  6. Injunctive relief. Notwithstanding the above, either Party may seek injunctive or equitable relief from any court of competent jurisdiction without first submitting to arbitration and without posting bond, to protect Intellectual Property rights or Confidential Information or to prevent irreparable harm.

18. General Provisions

  1. Assignment. You shall not assign or transfer this Agreement or any rights or obligations under it without Provider's prior written consent. Provider may assign this Agreement without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, on written notice. Any attempted assignment by you in violation of this Section is null and void.
  2. Subcontractors. Provider may engage subcontractors to assist in performing its obligations, provided Provider remains responsible for their performance. Third-Party Services are not subcontractors of Provider.
  3. Force majeure. Except for payment obligations, neither Party is liable for any delay or failure in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, epidemic, public health emergency, governmental actions, changes in law, embargoes, sanctions, labor disputes, war, terrorism, civil unrest, cyberattacks, ransomware, or failures of utilities, cloud services, telecommunications, internet, or hosting infrastructure. The affected Party shall use commercially reasonable efforts to mitigate and resume performance as soon as practicable.
  4. Non-solicitation. During the Term and for two (2) years thereafter, you shall not, directly or indirectly, solicit for employment or engagement any employee or consultant of Provider with whom you had material contact in connection with this Agreement, except with Provider's prior written consent.
  5. Notices. All notices shall be in writing and in English, delivered by personal delivery, recognized overnight courier, certified mail, or email with confirmation of receipt, to the addresses specified on the Website, in an applicable Order, or as updated by written notice. Notices are effective upon receipt.
  6. No waiver. No failure or delay in exercising any right operates as a waiver. Any waiver must be in writing and signed by the waiving Party.
  7. Severability. If any provision is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force and effect.
  8. Entire agreement. This Agreement, together with all referenced policies, schedules, exhibits, and any executed Orders, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, whether written or oral.
  9. Amendment and variation. Provider may modify this Agreement by posting an updated version on the Website. Your continued use of the Platform after such posting constitutes acceptance of the then-current version. Negotiated amendments to an executed Order must be in writing and signed by both Parties.
  10. Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, franchise, or employment relationship.
  11. Order of precedence. In the event of conflict between the documents comprising this Agreement, the following order applies: (a) an executed Order, but only for the Services it describes; (b) any executed data processing addendum, for privacy and data processing matters; (c) this Agreement; and (d) the Platform Documentation.
  12. Electronic acceptance. This Agreement may be accepted electronically, and such acceptance has the same legal effect as a physical signature. Your continued use of the Platform constitutes acceptance of the then-current version of this Agreement.

Schedule A , Usage Rules

  1. All use and access to the Platform shall comply with these Usage Rules and any acceptable use or fair usage policies specified by Provider from time to time.
  2. Usage and access exclusions for lifetime or special-deal users (if applicable). Any features that incur recurring or variable costs for Provider, including but not limited to hosting of native videos at scale, premium integrations, high-volume APIs, and outbound emailing or SMS at scale, may be excluded from certain lifetime or special deals, or subject to separate usage-based fees, as clearly indicated in the applicable offer.
  3. Storage and fair usage. Provider may offer generous or "unlimited"-style storage options. However, all storage and bandwidth are subject to fair usage limits to prevent abuse and ensure service quality. Excessively high or abusive usage may incur additional charges, throttling, or restrictions, as reasonably determined by Provider and communicated to you.
  4. Security, abuse, and prohibited activities.
    • You shall promptly suspend or close any End User account found to be engaging in hacking, unauthorized access, abuse, or other malicious activity relating to the Platform.
    • You shall not knowingly allow or facilitate any use of the Platform that could compromise security or infringe the rights of others.
    • You shall report to Provider any security breach or hacking incident that exposes the Platform or other users to unauthorized access within ten (10) days of becoming aware of it, and shall reasonably cooperate with Provider in investigating and mitigating the incident.

Edbound Inc.

8 The Green, STE B, Dover, Kent County, Delaware 19901, United States

Email: support@edbound.ai

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