Terms of Service

1. Acceptance of Terms

These Terms of Service (these "Terms") constitute a legally binding agreement between you (either an individual or the legal entity you represent, referred to herein as "you," "your," or "Customer") and Nead, LLC, a Delaware limited liability company ("SalesDeveloper," "we," "our," or "us"), governing your access to and use of the SalesDeveloper.ai platform, associated APIs, and any related websites, applications, and documentation (collectively, the "Service").

By (a) creating an account, (b) clicking a button or checking a box indicating acceptance, (c) accessing or using the Service, or (d) executing an Order Form that references these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you are entering into these Terms on behalf of a legal entity, you represent and warrant that you have authority to bind that entity to these Terms, and the term "you" in these Terms refers to that entity.

If you do not agree to these Terms, or if you do not have authority to bind the entity you represent, you must not access or use the Service.

These Terms incorporate by reference our Privacy Policy, which is an integral part of this agreement. In the event of a conflict between these Terms and a separately executed enterprise agreement or Order Form, the enterprise agreement or Order Form shall control.

2. Service Description

SalesDeveloper.ai is a software-as-a-service (SaaS) platform that provides artificial intelligence-powered sales development representative (AI SDR) functionality on a subscription basis. The Service is designed to help B2B companies and sales professionals automate and scale outbound sales prospecting and outreach activities. Core Service capabilities include:

• Automated discovery of prospective B2B contacts ("Prospects") matching customer-defined ideal customer profile (ICP) criteria, drawing from SalesDeveloper's licensed third-party data sources.
• AI-generated, personalized outbound messaging for email and LinkedIn channels, including initial outreach and follow-up sequences.
• Automated execution of multi-step, multi-channel outbound sequences, including reply detection, response handling by the AI agent, and intelligent sequence progression based on Prospect engagement.
• Meeting scheduling automation, including calendar availability detection, negotiation of meeting times via email, and calendar invite creation and delivery.
• Integration with third-party CRM systems (Salesforce, HubSpot, Pipedrive, and others as listed in our integration documentation) for bi-directional data sync.
• Analytics dashboards presenting campaign performance metrics, sequence engagement data, and A/B test results.

SalesDeveloper reserves the right to modify, expand, or discontinue any feature or aspect of the Service at any time, subject to the notice provisions in Section 20 for material changes.

3. Eligibility

Access to and use of the Service is restricted to the following:

• Business entities: The Service is designed exclusively for use by businesses and business professionals conducting legitimate B2B commercial activities. The Service is not intended for personal, household, or consumer use. By registering, you represent that you are accessing the Service in a commercial, business capacity.
• Age: You must be at least 18 years of age to create an account or use the Service. By using the Service, you represent that you are at least 18 years old.
• Jurisdiction: The Service is not available to individuals or entities located in jurisdictions where it would be prohibited by applicable law. You are responsible for ensuring that your use of the Service complies with all laws applicable in your jurisdiction.
• Sanctions compliance: You represent that you are not, and are not acting on behalf of, any person or entity that is: (a) subject to U.S. economic or trade sanctions administered by the Office of Foreign Assets Control (OFAC) or other applicable sanctions authorities; (b) located in a country that is the target of comprehensive U.S. sanctions; or (c) otherwise prohibited from using U.S.-origin software under applicable export control laws.

4. Account Registration and Security

4.1 To access the Service, you must create an account by providing accurate, current, and complete registration information, including a valid business email address. You agree to maintain and promptly update your registration information to keep it accurate, current, and complete.

4.2 You are responsible for maintaining the confidentiality of your account credentials, including your password and any API keys or tokens generated for your account. You agree not to share your credentials with any unauthorized party or to use credentials belonging to another person. If you suspect unauthorized access to your account, you must notify SalesDeveloper immediately at [email protected] and change your credentials promptly.

4.3 You are responsible for all activities that occur under your account, whether or not you authorized them, to the fullest extent permitted by applicable law. SalesDeveloper is not liable for any loss, damage, or liability arising from unauthorized use of your account resulting from your failure to maintain adequate credential security.

4.4 We strongly recommend enabling multi-factor authentication (MFA) on your account. MFA is available at no additional cost.

4.5 You may not create accounts using automated means, create accounts on behalf of others without their authorization, or create accounts for the purpose of evading a prior suspension or termination.

5. Subscription, Billing, and Refunds

5.1 Subscription Plans

The Service is provided on a subscription basis. Subscription plans, including applicable features, prospect volume limits, and pricing, are described on our Pricing page (https://salesdeveloper.ai/pricing) and in any Order Form executed between the parties. We offer monthly and annual subscription billing cycles.

5.2 Payment

Subscription fees are billed in advance at the start of each billing period (monthly or annual, depending on your selected plan). Payment is processed via Stripe, Inc. By providing your payment method, you authorize SalesDeveloper (through Stripe) to charge the subscription fee at the beginning of each billing period until your subscription is canceled. You are responsible for ensuring your payment method is valid and has sufficient funds or credit available.

5.3 Taxes

All subscription fees are exclusive of applicable sales taxes, use taxes, value-added taxes (VAT), goods and services taxes (GST), and similar charges. Where SalesDeveloper is required to collect such taxes under applicable law, they will be added to your invoice. You are responsible for all taxes imposed on your purchase of the Service, excluding taxes based solely on SalesDeveloper's net income.

5.4 Price Changes

SalesDeveloper may change subscription pricing upon at least 60 days' prior written notice to you (email to your registered address constitutes written notice). Price changes will take effect at the start of your next renewal period following the notice period. Your continued use of the Service after the price change takes effect constitutes acceptance of the new pricing. If you do not agree to the price change, you may cancel your subscription before the renewal date.

5.5 Refund Policy

Except as expressly stated otherwise:

• Subscription fees are non-refundable after the expiration of any applicable free trial period described in Section 6.
• No refunds or credits are issued for partial months of service, unused prospect volume, unused features, or early cancellation of a subscription.
• Downgrade credits: If you downgrade from a higher-tier plan to a lower-tier plan, we will apply a prorated credit for the remaining days in your current billing period toward your next invoice. Cash refunds for downgrades are not available.
• If we are unable to deliver the Service due to causes within our control, and such failure materially impacts your use of the Service for a period exceeding three (3) consecutive calendar days, you may request a prorated credit for the affected period by contacting [email protected].

5.6 Late Payment and Suspension

If payment fails and is not remedied within ten (10) days of the payment due date, SalesDeveloper reserves the right to suspend or terminate access to the Service. We will notify you of the failed payment via the email address on file. During a payment suspension, your account data is preserved and active sequences are paused.

6. Free Trial

6.1 SalesDeveloper may, at its discretion, offer a free trial period for new accounts. The duration of any free trial is communicated on the Pricing page or at registration and is currently 14 days unless otherwise specified.

6.2 During the free trial, you have access to the features described for your chosen plan. At the end of the trial period, if you have provided a payment method, your subscription will automatically convert to a paid subscription at the applicable rate. If you have not provided a payment method, your access will be suspended at the end of the trial until a payment method is added and your first payment is successfully processed.

6.3 You may cancel your account at any time during the free trial period without charge. To avoid being charged, you must cancel before the trial period ends.

6.4 SalesDeveloper reserves the right to modify or discontinue free trial offers at any time and may limit the number of free trials per individual, company, or email domain. Free trials are available to new customers only; creating a new account to circumvent a trial limitation after a prior trial violates these Terms.

7. Cancellation and Termination

7.1 Cancellation by Customer

You may cancel your subscription at any time from your account settings or by contacting [email protected]. Cancellation takes effect at the end of your current billing period. You retain access to the Service until the end of the paid-for period, after which your account will be suspended. Following cancellation, your account data (including ICP configurations, campaign history, and analytics) is retained for 90 days, during which you may export it or request deletion. After 90 days, data is permanently deleted.

7.2 Termination by SalesDeveloper

SalesDeveloper may terminate or suspend your account immediately, without prior notice or liability, in the following circumstances:

• You materially breach these Terms and fail to cure the breach within ten (10) days of receiving written notice (where the breach is capable of cure).
• You violate the Acceptable Use Policy in Section 8, including any violation involving spam, illegal activity, or harassment.
• You fail to pay any amount due and fail to remedy the failure within the period described in Section 5.6.
• SalesDeveloper is required to do so by law or by a competent governmental authority.
• Your use of the Service poses, in SalesDeveloper's reasonable judgment, an imminent security risk or legal liability to SalesDeveloper or to third parties.

7.3 Effect of Termination

Upon termination of your account for any reason: (a) all rights granted to you under these Terms immediately cease; (b) active sequences are immediately halted and no further outreach is sent; (c) CRM integration connections are deauthorized; and (d) your data is subject to the retention provisions described in Section 7.1 above (for customer-initiated cancellations) or deleted without a retention period at SalesDeveloper's election (for terminations for cause).

Sections of these Terms that by their nature should survive termination shall survive, including without limitation Sections 9 (Prospect Data), 11 (Intellectual Property), 13 (Confidentiality), 15 (Disclaimer of Warranties), 16 (Limitation of Liability), 17 (Indemnification), and 18 (Dispute Resolution).

8. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in compliance with all applicable laws and regulations. The following conduct is expressly prohibited:

8.1 Spam and Unsolicited Communications

You may not use the Service to send or facilitate the transmission of unsolicited commercial email or messages in violation of the CAN-SPAM Act of 2003 (US), the Controlling the Assault of Non-Solicited Pornography And Marketing Act, Canada's Anti-Spam Legislation (CASL), the UK's Privacy and Electronic Communications Regulations (PECR), or any equivalent anti-spam or electronic communications law applicable in the jurisdiction of the Prospect being contacted.

All outbound email campaigns conducted through the Service must comply with applicable commercial email laws, including: (a) including a valid physical mailing address in all commercial emails; (b) including a clear and functional unsubscribe mechanism; (c) honoring unsubscribe requests within the timeframe required by applicable law (and in any event within 10 business days); and (d) not sending further commercial email to any Prospect who has opted out.

You, as the data controller for your outreach campaigns, are solely responsible for compliance with applicable anti-spam laws. SalesDeveloper is not liable for your violations of anti-spam laws.

8.2 Illegal Prospecting and Targeting

You may not use the Service to contact individuals in violation of applicable do-not-call registries, telemarketing regulations, or laws prohibiting unsolicited contact with protected classes of individuals. You may not use the Service to conduct targeted harassment, stalking, or intimidation campaigns against any individual or group.

8.3 Misrepresentation

You may not use the Service to send messages that falsely represent the identity, affiliation, or credentials of the sender; impersonate any person or entity; forge email headers; or otherwise misrepresent the source of communications in violation of applicable law.

8.4 Targeting Competitors' Employees

You may not use the Service to conduct industrial espionage, to solicit proprietary information from employees of competitor organizations under false pretenses, or to target individuals in ways that would constitute tortious interference with employment relationships.

8.5 Prohibited Content

You may not use the Service to send messages containing: (a) material that is defamatory, obscene, or unlawfully threatening; (b) malware, phishing links, or other malicious content; (c) content that infringes any third-party intellectual property rights; or (d) material regulated by industry-specific rules (e.g., FINRA, HIPAA) unless you have the required compliance controls in place and have disclosed this use to SalesDeveloper.

8.6 Technical Restrictions

You may not: (a) attempt to reverse engineer, decompile, or disassemble the Service; (b) use the Service to build a competing product or service; (c) use automated tools (bots, scrapers, crawlers) to access the Service in ways not authorized by these Terms; (d) attempt to circumvent usage limits, prospect volume caps, or account restrictions; (e) access the Service via credentials not assigned to you; or (f) interfere with, disrupt, or degrade the performance of the Service or its underlying infrastructure.

8.7 Reporting Violations

If you become aware of any use of the Service that violates this Acceptable Use Policy, please report it to [email protected]. SalesDeveloper reserves the right — but has no obligation — to investigate reported violations.

9. Prospect Data and Data Processing

9.1 Controller / Processor Relationship

With respect to personal data of Prospects that is processed through the Service, you (the Customer) are the data controller and SalesDeveloper is the data processor. As the data controller, you determine the purposes and means of processing, including which Prospects to contact and through what channels.

9.2 Customer Representations Regarding Prospect Data

By using the Service to contact Prospects, you represent and warrant that:

• You have a lawful basis under all applicable data protection laws (including without limitation GDPR, UK GDPR, CCPA, CASL, and any other applicable privacy legislation) for processing the personal data of each Prospect you direct the Service to contact.
• Your outbound prospecting activities comply with all applicable anti-spam, commercial email, and data protection laws in all jurisdictions where your Prospects are located.
• You will promptly honor all opt-out, unsubscribe, and data subject rights requests from Prospects as required by applicable law, and will not attempt to circumvent SalesDeveloper's suppression list infrastructure.
• You have the authority to direct SalesDeveloper to process Prospect personal data on your behalf in accordance with your configuration of the Service.

9.3 SalesDeveloper's Processor Obligations

SalesDeveloper will process Prospect personal data only in accordance with your documented instructions as expressed through your use of the Service. We will implement appropriate technical and organizational security measures to protect Prospect data. We will not use Prospect data for our own independent purposes, sell Prospect data, or share it with third parties except as necessary to deliver the Service (e.g., via authorized sub-processors). We will notify you without undue delay upon becoming aware of a personal data breach affecting Prospect data.

9.4 Data Processing Agreement

Where required by applicable data protection law (including for processing personal data of EU or UK data subjects), the parties agree to execute a Data Processing Agreement (DPA) that incorporates the Standard Contractual Clauses or equivalent transfer mechanisms as required. Contact [email protected] to request a DPA.

9.5 Indemnification for Prospect Data Misuse

You agree to indemnify, defend, and hold harmless SalesDeveloper and its officers, directors, employees, and agents from and against any claims, damages, fines, penalties, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your violation of any anti-spam law or data protection regulation in connection with your use of the Service; (b) any claim by a Prospect that your outreach campaign violated their privacy rights or applicable law; or (c) any regulatory enforcement action arising from your outbound campaigns. This indemnification obligation is in addition to, and not in limitation of, the general indemnification in Section 17.

10. AI Output Disclaimer

10.1 The Service uses large language models (LLMs) and other artificial intelligence techniques to generate outbound messages, research summaries, reply suggestions, and other content (collectively, "AI-Generated Content"). AI-Generated Content is generated probabilistically and may contain errors, inaccuracies, outdated information, or content that is inappropriate for a particular recipient or context.

10.2 You are solely responsible for reviewing AI-Generated Content before it is sent to Prospects or any third party. By enabling automated sending within the Service (where such functionality is available), you acknowledge that you have reviewed and approved the applicable sequences, templates, and personalization parameters, and that AI-Generated Content sent on your behalf is sent with your authorization.

10.3 SalesDeveloper makes no warranty or representation that AI-Generated Content will be error-free, accurate, suitable for any particular purpose, legally compliant, or effective in generating any particular business outcome. SalesDeveloper is not liable for Prospect responses to AI-Generated Content, including any adverse reactions, complaints, or regulatory inquiries that arise from messages sent through the Service.

10.4 You are responsible for ensuring that all content sent to Prospects through the Service complies with applicable laws, including truthfulness requirements under the FTC Act and analogous laws in other jurisdictions.

11. Intellectual Property

11.1 SalesDeveloper's Intellectual Property

SalesDeveloper and its licensors own all right, title, and interest in and to the Service, including without limitation all software code, algorithms, AI models, database schemas, user interface designs, trademarks, service marks, trade names, logos, domain names, documentation, and any other intellectual property incorporated in or constituting the Service (collectively, "SalesDeveloper IP"). These Terms do not grant you any ownership interest in SalesDeveloper IP.

Subject to your compliance with these Terms and payment of applicable fees, SalesDeveloper grants you a limited, non-exclusive, non-transferable, revocable license during the subscription term to access and use the Service solely for your internal business purposes in accordance with these Terms.

11.2 Customer's Intellectual Property

You retain all right, title, and interest in and to: (a) your ICP configurations, target market definitions, and proprietary business data you provide to configure the Service; (b) your CRM data, contact lists, and historical sales data you connect or upload; and (c) leads, meetings, and pipeline outcomes generated through your use of the Service (collectively, "Customer IP"). You grant SalesDeveloper a limited license to process and use Customer IP solely as necessary to provide the Service to you.

11.3 Feedback

If you provide SalesDeveloper with feedback, suggestions, ideas, or recommendations regarding the Service ("Feedback"), you hereby assign to SalesDeveloper all right, title, and interest in that Feedback, including all intellectual property rights therein. SalesDeveloper is free to use Feedback for any purpose without obligation to you, including for product development and improvement. Feedback does not include any of your confidential business information or Customer IP.

11.4 AI Model Training

SalesDeveloper will not use Customer IP or Prospect data to train or fine-tune AI models that are shared across multiple customers without your express written consent. Aggregate usage signals and anonymized interaction data (from which any Customer-identifying information has been removed) may be used to improve SalesDeveloper's AI systems.

12. User Content

To the extent you create, upload, or configure content within the Service (including ICP definitions, message templates, sequence copy, and custom email content), you represent and warrant that:

• You own or have all necessary rights, licenses, and permissions to use and authorize SalesDeveloper to use such content in connection with the Service.
• Your content does not and will not infringe, misappropriate, or violate any third-party intellectual property rights, privacy rights, right of publicity, or any applicable law.
• Your content is accurate in all material respects and does not contain false or misleading statements of fact.

13. Confidentiality

13.1 Each party (the "Receiving Party") may have access to information of the other party (the "Disclosing Party") that is confidential and proprietary, including without limitation business plans, product roadmaps, pricing structures, customer lists, technical specifications, and financial information ("Confidential Information"). For purposes of these Terms, SalesDeveloper's Confidential Information includes the Service architecture, algorithms, pricing methodology, and any non-public information about the Service; your Confidential Information includes your ICP configurations, customer data, and proprietary business strategies shared with SalesDeveloper.

13.2 The Receiving Party agrees to: (a) use Confidential Information solely for the purposes of these Terms; (b) not disclose Confidential Information to third parties without the Disclosing Party's prior written consent; and (c) protect Confidential Information with at least the same degree of care used to protect its own confidential information, and in any event no less than reasonable care.

13.3 Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was already known to the Receiving Party before disclosure without confidentiality obligation; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is required to be disclosed by law or a valid court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (where legally permissible) and cooperates with the Disclosing Party in seeking a protective order.

14. Representations and Warranties

Each party represents and warrants to the other that: (a) it has the legal capacity and authority to enter into these Terms; (b) these Terms, when accepted, will constitute a legal, valid, and binding obligation of that party, enforceable against it in accordance with their terms; and (c) entering into these Terms does not violate any other agreement to which that party is bound.

You additionally represent and warrant that your use of the Service, including the outbound campaigns you conduct through it, will comply with all applicable laws, rules, and regulations in all jurisdictions where your Prospects are located.

15. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SALESDEVELOPER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (C) ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE; AND (D) ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR OUTCOME, INCLUDING BUT NOT LIMITED TO MEETINGS BOOKED, REPLIES RECEIVED, OR REVENUE GENERATED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SALESDEVELOPER OR THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

16. Limitation of Liability

16.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SALESDEVELOPER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF SALESDEVELOPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Cap on Liability.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SALESDEVELOPER'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), WILL NOT EXCEED THE AGGREGATE FEES PAID BY YOU TO SALESDEVELOPER IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY.

16.3 Essential Basis. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. SALESDEVELOPER WOULD NOT PROVIDE THE SERVICE TO YOU WITHOUT THESE LIMITATIONS.

16.4 Exceptions.Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by that party's negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded under applicable law.

17. Indemnification

17.1 You agree to defend, indemnify, and hold harmless SalesDeveloper and its officers, directors, members, employees, contractors, agents, licensors, and successors from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Service in violation of these Terms or applicable law.
• Any content you upload, configure, or cause to be distributed through the Service.
• Your outbound campaigns, including any violation of anti-spam law, data protection law, or other regulation governing commercial electronic communications.
• Any claim by a Prospect that your outreach violated their rights or applicable law.
• Your violation of any third-party intellectual property rights in connection with your use of the Service.

17.2 SalesDeveloper reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with SalesDeveloper in asserting any available defenses.

18. Dispute Resolution and Arbitration

18.1 Informal Resolution

Before initiating formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") through informal negotiation. The party raising the Dispute shall provide written notice to the other party describing the nature of the Dispute and the relief sought. The parties shall have 30 days from receipt of such notice to attempt informal resolution.

18.2 Binding Arbitration

If informal resolution is unsuccessful, any unresolved Dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or, for disputes involving amounts below the threshold specified by AAA, the Consumer Arbitration Rules if applicable), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall be conducted in English, and the place of arbitration shall be Wilmington, Delaware, or as otherwise agreed by the parties. The arbitrator shall apply the substantive law of the State of Delaware.

18.3 Class Action Waiver

YOU AND SALESDEVELOPER EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND SALESDEVELOPER EACH WAIVE ANY RIGHT TO A JURY TRIAL AND WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

18.4 Exceptions

Notwithstanding the arbitration agreement above, either party may seek emergency interim relief from a court of competent jurisdiction to preserve the status quo pending arbitration (e.g., to prevent irreparable harm or to seek injunctive relief for intellectual property infringement). Such an application to court does not constitute a waiver of the obligation to arbitrate.

18.5 Time Limit

Any claim or cause of action arising out of or related to these Terms or the Service must be initiated within one (1) year after the claim or cause of action accrued. Claims not brought within this period are permanently barred.

19. Governing Law

These Terms and any Dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law principles, except where federal law (including the Federal Arbitration Act) controls. For any Disputes not subject to arbitration under Section 18, the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware.

20. Changes to These Terms

20.1 SalesDeveloper reserves the right to modify these Terms at any time. For non-material changes (such as grammatical corrections, clarifications, or minor administrative updates that do not change your rights or obligations), we may update these Terms without specific notice beyond posting the revised Terms on this page with a new "Last updated" date.

20.2 For material changes — those that meaningfully affect your rights, obligations, or the nature of the Service — we will provide at least 30 days' advance written notice via email to your registered account address and via a prominent notice in the platform. "Material changes" include changes to pricing (see Section 5.4), arbitration provisions, dispute resolution procedures, limitation of liability, or any change that substantially alters the Service.

20.3 Your continued use of the Service after the effective date of revised Terms constitutes your acceptance. If you do not agree to the revised Terms, you may terminate your account before the effective date.

21. Miscellaneous

21.1 Entire Agreement

These Terms, together with the Privacy Policy, any applicable Data Processing Agreement, and any Order Form executed between the parties, constitute the entire agreement between you and SalesDeveloper regarding the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

21.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. An invalid provision will be modified to the minimum extent necessary to make it enforceable, consistent with the parties' original intent.

21.3 Waiver

No failure or delay by SalesDeveloper in exercising any right under these Terms constitutes a waiver of that right. No waiver is effective unless in writing and signed by an authorized representative of SalesDeveloper.

21.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without SalesDeveloper's prior written consent. SalesDeveloper may assign its rights and obligations under these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.

21.5 Force Majeure

Neither party is liable for any delay or failure to perform its obligations under these Terms to the extent caused by circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, pandemic, government action, cyberattack by third parties not attributable to that party's negligence, or Internet infrastructure failure. The affected party must notify the other party promptly and use commercially reasonable efforts to resume performance as soon as possible.

21.6 No Agency

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise, or employment relationship between SalesDeveloper and you.

21.7 Notices

Notices under these Terms shall be delivered by email. Notices to SalesDeveloper should be sent to [email protected]. Notices to you will be sent to the email address associated with your account. Notices are effective on the date sent if sent before 5:00 PM Eastern Time on a business day, and otherwise on the following business day.

22. Contact

If you have questions about these Terms, please contact us:

• Email: [email protected]
• Legal entity: Nead, LLC, a Delaware limited liability company
• Website: https://salesdeveloper.ai