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eProspector Terms of Service

Effective date: [BETA LAUNCH DATE] Last updated: [BETA LAUNCH DATE]

IMPORTANT — PLEASE READ CAREFULLY. These Terms contain (a) an automatic renewal provision (Section 7) and usage-based Infrastructure Usage Fees that accrue during the free Trial and are payable even if you do not continue after the Trial (Section 6.5), (b) a binding arbitration clause and class-action waiver (Section 17), (c) important compliance obligations that apply when you use eProspector to contact prospects (Sections 5 and 9), and (d) beta-specific terms that apply during the Beta Period (Section 3).

1. Agreement to These Terms

These Terms of Service (the "Terms") are a legally binding agreement between Net Sales Solutions, Inc., a Georgia Corporation doing business as Net Sales Solutions ("NSSI","eProspector," "we," "us," or "our"), and the person or entity accessing or using the Service ("Customer," "you," or "your").

You accept these Terms by (i) clicking to accept them, (ii) creating an Account, (iii) signing an Order Form that references them, or (iv) otherwise accessing or using the Service. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity. If you do not agree to these Terms, you may not access or use the Service.

The Service is a business-to-business product. By using the Service you represent that you are at least 18 years old and are using the Service for business purposes, not as a consumer.

Our Privacy Policy at [https://www.eprospector.com/privacy] and, where applicable, our Data Processing Addendum ("DPA") at [https://www.eprospector.com/dpa] are incorporated into these Terms by reference.

2. Definitions

  • "Account" means the top-level customer account you create with eProspector, including all Organizations, Tenant Databases, Authorized Users, and billing relationships under it.
  • "Authorized User" means an individual (typically your employee or contractor) whom you invite to use the Service under your Account. Authorized Users occupy Seats.
  • "Beta Period" means the period beginning on the Effective Date and ending when we announce general availability of the Service, or such earlier date as we designate.
  • "Beta Features" means any feature, agent, integration, or channel identified as "beta," "preview," "early access," "coming soon," or similar.
  • "BYOK Credentials" means API keys or other credentials for Third-Party Providers (for example, Anthropic, Tavily, Hunter.io, ZeroBounce, or Firecrawl) that you supply to the Service so that the AI agents call those providers on your behalf and at your expense.
  • "Connected Mailbox" means an email account (for example, Google Workspace/Gmail or Microsoft 365) that you or an Authorized User connects to the Service via OAuth so the Service can send and receive email on your behalf.
  • "Customer Data" means all data, content, and materials you or your Authorized Users submit to, or that the Service generates or collects on your behalf within, your Tenant Database — including prospecting briefs, strategies, Prospect Dossiers, contacts, companies, pipeline data, campaign content, and email messages and metadata.
  • "Documentation" means the in-product knowledge base and any usage guides we publish for the Service.
  • "Order Form" means any ordering document, checkout page, or plan-selection screen that specifies the plan, Seats, fees, and Subscription Term you have purchased.
  • "Output" means text, research findings, verdicts, contact records, campaign drafts, and other material generated by the Service's AI agents for you.
  • "Prospect" means any individual or organization that you research, qualify, contact, or track using the Service.
  • "Seat" means a license for one Authorized User. Each paid plan tier includes a fixed number of Seats in its flat fee; additional Seats beyond that are sold in Seat Units of three (3) Seats (see Section 7).
  • "Service" means eProspector's agentic prospecting platform, including the web application at eprospector.com, its AI agents (including the Contact, Message, List, Permission, Analytics, and CRM agents), Agentic Strategies, Generative Campaigns, the built-in CRM, APIs, and related Documentation and support.
  • "Subscription Term" means the billing period (monthly or annual, as stated in your Order Form) for which you have purchased a paid plan.
  • "Tenant Database" means the dedicated, logically and physically isolated database that eProspector provisions for your Account.
  • "Third-Party Provider" means any third party whose product or service the Service integrates with or depends on, including AI model providers, web-search and enrichment providers, email verification providers, mailbox providers, payment processors, and hosting providers.
  • "Trial" means the free evaluation period described in Section 6.
  • "Usage Data" means technical, performance, and aggregated usage information about how the Service is accessed and used, including metered infrastructure consumption, provider-call counts, and deliverability statistics. Usage Data does not include the content of Customer Data.

3. Beta Period Terms

3.1 Beta status. During the Beta Period the Service is made available for evaluation and early production use. Features may be incomplete, may change materially or be removed without notice, and may contain errors. Certain capabilities (including, without limitation, the direct-mail channel) are identified as "coming soon" and are not yet available.

3.2 No service levels during beta. We do not commit to any uptime, response-time, or support service level during the Beta Period. We may schedule maintenance, run database migrations, and suspend or throttle the Service to protect its stability, with notice where practicable.

3.3 Feedback. If you provide suggestions, bug reports, or other feedback about the Service ("Feedback"), you grant eProspector a perpetual, irrevocable, worldwide, royalty-free license to use that Feedback for any purpose without obligation to you.

3.4 Beta Features after the Beta Period. Beta Features made available after general availability remain subject to this Section 3 and are provided "AS IS," excluded from any service-level commitment, and may be discontinued at any time.

3.5 Data during beta. We take reasonable steps to preserve Customer Data during the Beta Period, but you acknowledge that beta software carries elevated risk. You should maintain your own copies of critical Customer Data (for example, by exporting CRM records) and should not rely on the Service as your sole system of record during the Beta Period.

4. Accounts, Organizations, and Authorized Users

4.1 Account creation. You must provide accurate, current, and complete registration information and keep it updated. Authentication is provided via one-time passcodes and sessions; you are responsible for maintaining the security of the email addresses used to receive them.

4.2 Authorized Users. You may invite Authorized Users up to the number of Seats available to your Account (Section 7.3). You are responsible for all activity under your Account and for each Authorized User's compliance with these Terms. You must promptly remove Authorized Users who leave your organization or whom you no longer authorize.

4.3 Roles and permissions. The Service provides roles (such as owner, admin, and member). Only account owners and admins may manage billing, purchase Seats, connect certain integrations, or supply BYOK Credentials. You are responsible for assigning roles appropriately.

4.4 Security of credentials. You must keep Account credentials, BYOK Credentials, and Connected Mailbox access confidential and must notify us immediately at [security@eprospector.com] of any suspected unauthorized access. We may lock Accounts, rate-limit requests, or require re-authentication to protect the Service.

4.5 Platform support access. You acknowledge that eProspector support personnel may, using a dedicated, audit-logged administrative role, access your Account (including by viewing the Service as your Account would see it) solely to provide support, investigate abuse or security incidents, diagnose faults, or as required by law. All such access is logged and is subject to the confidentiality obligations in Section 12.

5. Acceptable Use and Sending Policy

5.1 General restrictions. You will not, and will not permit any Authorized User or third party to:

(a) use the Service in violation of any applicable law or regulation, including anti-spam, telemarketing, privacy, data-protection, export-control, sanctions, and anti-discrimination laws; (b) copy, modify, translate, reverse engineer, decompile, or create derivative works of the Service, or attempt to discover its source code, prompts, agent instructions, or models, except to the extent such restriction is prohibited by law; (c) resell, sublicense, rent, lease, time-share, or provide the Service to third parties as a service bureau, or use the Service to build a competing product; (d) access the Service by means other than the interfaces we provide, or use bots, scrapers, or automated tooling to extract data from the Service except through documented APIs; (e) circumvent, disable, or interfere with any security, rate-limiting, seat-enforcement, trial-cap, send-cap, unsubscribe, or usage-metering feature of the Service; (f) upload malicious code, or probe, scan, or test the vulnerability of the Service or any Tenant Database (including any other customer's) without our prior written consent; (g) use the Service to infringe or misappropriate the intellectual property, privacy, or publicity rights of any person; or (h) use the Service to generate or send content that is deceptive, defamatory, harassing, discriminatory, sexually explicit, or that promotes illegal activity.

5.2 Sending Policy. Because the Service sends email through your own Connected Mailboxes, your sending reputation is your own. When using Generative Campaigns or any other outreach feature you must:

(a) comply with the U.S. CAN-SPAM Act, Canada's CASL, the EU/UK ePrivacy and GDPR regimes, and every other law applicable to you and to your recipients' jurisdictions, including any requirement to obtain prior consent before sending commercial electronic messages; (b) accurately identify yourself and your organization in every message, use "From," "Reply-To," and subject lines that are not false or misleading, and include a valid physical postal address where required by law; (c) include a clear and functional unsubscribe mechanism in every commercial message, not remove, hide, or disable the unsubscribe handling the Service provides, and honor every opt-out request promptly and permanently (and in any event within the period required by law); (d) not send to purchased, rented, harvested, or scraped lists, or to any address that has previously unsubscribed, bounced as invalid, or filed a complaint; (e) not impersonate any person or brand, or send phishing, malware, or fraudulent solicitations; (f) respect the per-user daily send limits and warm-up controls the Service applies, and not attempt to circumvent them by connecting mailboxes you do not own or control; and (g) comply with the acceptable-use and API policies of your mailbox provider (for example, Google and Microsoft) and of every Third-Party Provider whose BYOK Credentials you supply.

5.3 Enforcement. We may monitor aggregate deliverability signals (such as bounce, complaint, and unsubscribe rates) and may, with or without notice, throttle, pause, or disable sending, suspend Authorized Users, or suspend or terminate your Account if we reasonably believe you have violated this Section 5 or your activity threatens the Service, our infrastructure, other customers, or any Third-Party Provider relationship. We will make reasonable efforts to notify you and to limit any suspension to the offending activity.

6. Free Trial and Trial Allowances

6.1 Trial. New Accounts receive a free Trial of [21] days from Account creation (the "Trial Period"), unless we specify a different period at sign-up. During the Trial your Account is provisioned with one Seat Unit (three Seats) and access to the Service's core features. "Free" means that no plan fee is charged during the Trial Period; Infrastructure Usage Fees are not waived and are governed by Section 6.5.

6.2 Trial provider allowances. During the Trial, if you have not supplied your own BYOK Credentials for a Third-Party Provider, the Service may perform a limited number of calls to that provider using eProspector's own credentials (a "Trial Allowance"). Trial Allowances are per-Account, per-provider caps that we set and may change at any time. When a Trial Allowance is exhausted, further agent runs that depend on that provider will pause until you supply your own BYOK Credentials or, where offered, upgrade to a plan that includes that provider.

6.3 End of Trial. When the Trial Period ends, if you have not purchased a paid plan, your Account enters a restricted state: you may sign in, view and export your data, and complete checkout, but agent runs, campaign sends, and other metered features are disabled until you choose a plan. Your Tenant Database continues to exist (and to accrue storage-related Infrastructure Usage Fees under Section 6.5) while your Account is in this restricted state. We may delete Trial Accounts (including the Tenant Database) that remain unpaid for [30] days after the Trial Period ends, after providing notice to the Account owner's email address; deletion stops further accrual but does not extinguish fees already incurred.

6.4 One Trial per organization. Trials are limited to one per organization. We may deny or revoke a Trial that we reasonably believe is duplicative, fraudulent, or abusive.

6.5 Infrastructure Usage Fees during the Trial.

(a) Fees accrue from Account creation. When your Account is created, eProspector provisions a dedicated Tenant Database for you. From that moment, the compute hours, storage, and data transfer consumed by your Tenant Database are metered and are billable to you as Infrastructure Usage Fees at the rates described in Section 7.4, whether or not you are within the Trial Period and whether or not you have yet selected a paid plan. The Trial waives plan fees only; it does not waive Infrastructure Usage Fees.

(b) Payment method. You must provide a valid payment method at or before the time required by the Service (which may be at Account creation) so that Infrastructure Usage Fees incurred during the Trial can be collected. By providing a payment method you authorize us and our payment processor to charge it for those fees in accordance with this Section.

(c) Billed in arrears on your first subscription invoice. Infrastructure Usage Fees incurred during the Trial Period are billed in arrears and will be included in the first invoice issued when you purchase a paid plan, and thereafter on each automatic renewal invoice for the Subscription Term in which the usage occurred, together with the recurring Infrastructure Usage Fees described in Section 7.4.

(d) Payable even if you do not continue. If you do not purchase a paid plan when the Trial Period ends, the Infrastructure Usage Fees accrued through the date your Tenant Database is de-provisioned remain due and payable. We may charge them to the payment method on file or issue a final invoice, which is payable within [14] days. Sections 7.8 (late payment), 7.9 (taxes), and 7.12 (billing disputes) apply to these fees.

(e) Visibility and control. The Service displays your Account's metered infrastructure consumption and estimated accrued Infrastructure Usage Fees so you can monitor them during the Trial. You may limit accrual by pausing agents and campaigns, deleting data you no longer need, or closing your Account under Section 14.2, which triggers de-provisioning of your Tenant Database.

(f) Trial Allowances are separate. Trial Allowances (Section 6.2) cover calls to Third-Party Providers made with eProspector's own credentials and are provided at no charge up to the applicable cap. They are distinct from Infrastructure Usage Fees, which are never subject to a free allowance unless we expressly state otherwise on the pricing page or in an Order Form.

7. Plans, Seats, Fees, and Payment

7.1 Plans. Paid plans are offered in tiers (currently Basic, Premium, and Pro) with the features, limits, and prices described on our pricing page or Order Form at the time of purchase. Each tier's flat plan fee includes a fixed number of Seats for that tier, as described on our pricing page. All fees are stated in U.S. dollars.

7.2 Seat Units. Each plan tier's flat fee includes a fixed number of Seats (see our pricing page for the current number included in each tier). If your Account needs more Authorized Users than your tier's included Seats, additional Seats are sold in Seat Units of three (3) Seats, billed at our Basic tier's per-Seat-Unit rate regardless of which tier your Account is on. The number of additional Seat Units you must purchase is your total Authorized Users minus your tier's included Seats, divided by three, rounded up (with no additional Seat Units required if your included Seats already cover your Authorized Users). For example, on our Premium tier (fifteen included Seats), an Account with seventeen Authorized Users has two Authorized Users beyond its included Seats, which requires purchasing one additional Seat Unit (three Seats) — bringing that Account's total Seats to eighteen.

7.3 Seat enforcement. You may not have more active Authorized Users than the Seats you have purchased (or, during the Trial, three). The Service will prevent additional invitations from being sent or accepted until you purchase additional Seat Units. Additional Seat Units purchased mid-term are charged for the remainder of the current Subscription Term on a pro-rated basis (as determined by our payment processor) and renew with your plan.

7.4 Usage-based infrastructure fees. In addition to the flat plan fee, your Account is billed for the dedicated database infrastructure consumed by your Tenant Database (compute hours, storage, and data transfer) at the metered rates published on our pricing page or Order Form ("Infrastructure Usage Fees"). Infrastructure Usage Fees are calculated from Usage Data, reported to our payment processor on a recurring basis, billed in arrears, and appear as a separate line item on your invoice. Infrastructure Usage Fees accrue from Account creation, including throughout the Trial Period (Section 6.5). You are responsible for the usage generated by your Account regardless of whether it is initiated by an Authorized User or by an AI agent acting on your instructions.

7.5 BYOK Credentials — your costs. When you supply BYOK Credentials, calls the Service makes to that Third-Party Provider are billed to you directly by that provider under your own agreement with it, not by eProspector. Cost estimates the Service displays for BYOK spend are informational only, are based on public list prices, and are not invoices or guarantees. You are solely responsible for monitoring and paying your Third-Party Provider accounts and for any spending limits you wish to set with those providers.

7.6 Payment. Fees are billed in advance for each Subscription Term (and Infrastructure Usage Fees in arrears) through our third-party payment processor, currently Stripe. You authorize us and our processor to charge your payment method for all fees when due. You must keep a valid payment method on file. Payments are subject to Stripe's terms and privacy policy.

7.7 Automatic renewal. YOUR SUBSCRIPTION AUTOMATICALLY RENEWS AT THE END OF EACH SUBSCRIPTION TERM FOR A FURTHER TERM OF THE SAME LENGTH, AT OUR THEN-CURRENT RATES, UNLESS YOU CANCEL BEFORE THE RENEWAL DATE through the billing settings in the Service or by written notice to [billing@eprospector.com]. Cancellation takes effect at the end of the current Subscription Term; you retain access until then.

7.8 Late or failed payment. If a payment fails or is past due, we may notify you and retry the charge. While your Account is past due, the Service may restrict agent runs, campaign sends, and other metered features until payment is received. If payment remains outstanding for [14] days, we may suspend or terminate the Account under Section 14. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs.

7.9 Taxes. Fees exclude all taxes, levies, and duties (including sales, use, VAT, and GST). You are responsible for all such taxes other than taxes on our net income. If we are required to collect tax, it will be added to your invoice unless you provide a valid exemption certificate.

7.10 No refunds. Except as expressly stated in these Terms or required by law, all fees are non-refundable and non-cancellable, including for partial Subscription Terms, unused Seats, or unused Trial Allowances. If we materially reduce the Service's functionality during your paid Subscription Term, you may terminate under Section 14.3 and receive a pro-rated refund of prepaid plan fees for the remainder of the term.

7.11 Price changes. We may change plan prices or metered rates on renewal by giving you at least thirty (30) days' notice by email or in the Service. Continued use after the renewal date constitutes acceptance of the new prices.

7.12 Billing disputes. You must notify us of any billing dispute within sixty (60) days of the invoice date, after which the invoice is deemed accepted.

8. Connected Mailboxes and Third-Party Providers

8.1 Connected Mailboxes. By connecting a mailbox you authorize the Service to send email from that mailbox, read replies and bounce notifications, and store related message metadata and content in your Tenant Database, in each case in accordance with the OAuth scopes you approve. You represent that you own or are authorized to use each Connected Mailbox for commercial outreach. You may revoke access at any time through the Service or through your mailbox provider; revocation stops future sends but does not delete messages already stored in your Tenant Database. Our use of information received from Google APIs adheres to the Google API Services User Data Policy, including its Limited Use requirements, and our use of Microsoft APIs adheres to Microsoft's applicable developer terms.

8.2 Third-Party Providers generally. The Service depends on Third-Party Providers, including AI model providers (such as Anthropic), search and enrichment providers (such as Tavily, Hunter.io, and Firecrawl), email verification providers (such as ZeroBounce), mailbox providers, our hosting and database providers, and our payment processor. Your use of any Third-Party Provider through the Service is subject to that provider's terms, and we are not responsible for the availability, accuracy, security, or conduct of any Third-Party Provider. If a Third-Party Provider changes or discontinues its service, we may substitute a comparable provider or discontinue the affected feature.

8.3 BYOK Credentials. You represent that you are authorized to supply each BYOK Credential and that your use of it through the Service complies with the applicable provider's terms. We store BYOK Credentials encrypted in a dedicated secrets manager, use them solely to make calls on your behalf, and do not use them for other customers. You may rotate or remove BYOK Credentials at any time. You are solely responsible for all charges incurred against your BYOK Credentials, including charges resulting from agent runs you initiate, retries, and any misconfiguration on your side.

9. Customer Data, Prospect Data, and Your Compliance Obligations

9.1 Ownership. As between you and eProspector, you own all Customer Data. You grant eProspector a worldwide, non-exclusive, royalty-free license during the Term to host, copy, process, transmit, and display Customer Data solely to provide, secure, support, and improve the Service for you and as otherwise permitted by these Terms and the Privacy Policy.

9.2 Tenant isolation. We provision a dedicated Tenant Database for your Account. Customer Data is stored in your Tenant Database and is not commingled with any other customer's data. Account identity, billing, and tenant-catalog information is stored in a separate control-plane database.

9.3 No training on Customer Data. We will not use your Customer Data, Prospect information, or Output to train or fine-tune generalized machine-learning models, and we will not share Customer Data with Third-Party Providers for that purpose. Where we use AI model providers to process Customer Data, we do so under terms that prohibit the provider from training on that data.

9.4 Usage Data. We may collect and use Usage Data to operate, secure, meter, bill, support, and improve the Service, and may disclose Usage Data in aggregated or de-identified form that does not identify you, your Authorized Users, or any Prospect.

9.5 You are the data controller for Prospect data. The Service researches, compiles, enriches, and stores information about Prospects at your direction and on your behalf. You determine which Prospects to research and contact and for what purpose. Accordingly, as between the parties, you are the controller (or "business") of Prospect personal data and eProspector is your processor (or "service provider"). You are solely responsible for:

(a) having a lawful basis (for example, legitimate interest or consent) to research, store, and contact each Prospect under the laws applicable to you and to the Prospect's jurisdiction; (b) providing any privacy notices to Prospects required by applicable law, including notices to individuals whose personal data you did not collect directly from them; (c) responding to Prospects' requests to access, correct, delete, or opt out, and using the Service's tools (or contacting us) to give effect to those requests; (d) maintaining and honoring your own suppression and do-not-contact lists; and (e) not directing the Service to collect or store special-category or sensitive personal data (such as health, biometric, or precise geolocation data, or data about minors) about Prospects.

9.6 Sources of Prospect information. The Service locates Prospect information from publicly available web sources and from Third-Party Provider databases and search services. We do not maintain our own contributor database of business contacts, and we do not sell, rent, or share your Prospect data with other customers.

9.7 DPA. If you are subject to the GDPR, UK GDPR, or a U.S. state privacy law that requires a written processor agreement, our DPA applies and is incorporated into these Terms upon your request or execution, as described in the DPA.

9.8 Security. We maintain administrative, technical, and physical safeguards designed to protect Customer Data, including per-tenant database isolation, encryption in transit, encrypted secret storage, role-based access control with an audit trail for administrative access, and rate-limiting. No method of transmission or storage is completely secure, and we do not guarantee that Customer Data will never be accessed, disclosed, altered, or destroyed by unauthorized means.

9.9 Data export and deletion. During the Term you may export your contacts, companies, and pipeline data through the Service. Upon termination or expiration of your Account, you will have [30] days to export Customer Data, after which we will de-provision your Tenant Database and delete Customer Data within a commercially reasonable period, except for (i) data we must retain to comply with law, resolve disputes, or enforce these Terms, (ii) Usage Data and billing records, and (iii) copies in routine backups that are overwritten in the ordinary course.

10. AI Agents and Output

10.1 Nature of the Service. The Service uses large language models and autonomous agents to compile strategies, research and qualify Prospects, draft outreach, and take actions (such as sending emails or updating CRM records) on your instructions. AI output is probabilistic and may be inaccurate, incomplete, out of date, or inappropriate. Research verdicts, evidence citations, contact details, and drafted messages are starting points for human judgment, not facts or advice.

10.2 Human review. You are responsible for reviewing Output before relying on it or sending it to any Prospect. Where the Service offers evaluation or approval steps, your decision to approve, edit, skip, or launch is your own. You must not represent Output as having been authored or verified by eProspector.

10.3 Actions taken by agents. When you configure an agent, strategy, or campaign, you authorize the Service to take the resulting automated actions (including sending emails from your Connected Mailboxes on a schedule, waiting between touches, and consuming Trial Allowances or BYOK Credentials). You are responsible for those actions as if you had taken them yourself. You can pause or stop agents and campaigns at any time through the Service.

10.4 Rights in Output. Subject to your compliance with these Terms and payment of applicable fees, eProspector assigns to you whatever right, title, and interest it may have in the Output generated for you. Because Output is machine-generated, we make no representation that it is protectable by copyright or that it will be unique; similar or identical Output may be generated for other customers from similar inputs.

10.5 Compliance with model-provider policies. You must not use the Service's AI features in ways that violate the usage policies of our AI model providers (including, as of the Effective Date, Anthropic's Usage Policy), including to generate content that is illegal, harmful, or deceptive.

11. Intellectual Property

11.1 eProspector IP. The Service — including its software, agents, prompts, agent instructions, design, user interface, Documentation, brand, and all improvements, enhancements, and derivative works — is owned by eProspector and its licensors and is protected by intellectual property laws. Except for the limited rights expressly granted in these Terms, no rights are granted to you, whether by implication, estoppel, or otherwise.

11.2 License to you. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service, through the Seats you have purchased, solely for your internal business purposes.

11.3 Trademarks. "eProspector," the eProspector logos, and the agent names are trademarks of eProspector or its affiliates. You may not use them without our prior written consent, except that we may identify you as a customer by name and logo unless you opt out by emailing [marketing@eprospector.com].

11.4 Knowledge base content. The in-product knowledge base and support content are Documentation licensed for your internal use only.

12. Confidentiality

Each party will protect the other party's non-public information disclosed in connection with these Terms ("Confidential Information") using at least reasonable care, will use it only to perform under these Terms, and will disclose it only to employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective. Customer Data is your Confidential Information; the non-public aspects of the Service, our pricing, and our roadmap are ours. Confidential Information excludes information that is or becomes public through no fault of the recipient, was already known to the recipient, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information when required by law or court order, provided it gives prompt notice (where legally permitted) and cooperates with efforts to limit disclosure.

13. Suspension

We may suspend your Account or any Authorized User, in whole or in part, immediately and without liability if: (a) we reasonably believe you have breached Section 5 (Acceptable Use and Sending Policy) or Section 9.5; (b) your Account is past due under Section 7.8; (c) your use poses a security risk, could adversely affect the Service or other customers, or could subject us or any Third-Party Provider to liability; (d) a Third-Party Provider requires us to; or (e) required by law. We will use reasonable efforts to notify you of the suspension and its cause and to restore access promptly once the cause is resolved.

14. Term and Termination

14.1 Term. These Terms begin when you first accept them and continue until your Account is terminated.

14.2 Termination by you. You may cancel your subscription at any time through the billing settings in the Service; cancellation takes effect at the end of the current Subscription Term. You may close your Account by contacting [support@eprospector.com].

14.3 Termination for cause. Either party may terminate these Terms if the other party materially breaches them and fails to cure the breach within thirty (30) days after written notice. We may terminate immediately if you breach Section 5, Section 9.5, or Section 11, if you fail to pay under Section 7.8, or if you become insolvent or subject to bankruptcy proceedings.

14.4 Termination for convenience during Beta. During the Beta Period, we may terminate or discontinue the Service or your Account for any reason on at least thirty (30) days' notice, in which case we will refund any prepaid fees for the period after the termination date.

14.5 Effect of termination. Upon termination: (a) your right to access the Service ends; (b) scheduled sends and running agents are stopped; (c) all outstanding fees, including accrued Infrastructure Usage Fees (whether incurred during the Trial Period or a Subscription Term), become immediately due; (d) Section 9.9 governs export and deletion of Customer Data; and (e) Sections 3.3, 6.5, 7 (as to amounts owed), 9.9, 10.4, 11, 12, 14.5, 15, 16, 17, and 18 survive.

15. Warranties and Disclaimers

15.1 Mutual. Each party represents that it has the authority to enter into these Terms.

15.2 By you. You represent and warrant that: (a) you have all rights, consents, and lawful bases necessary to submit Customer Data, connect Connected Mailboxes, supply BYOK Credentials, and direct the Service to research and contact Prospects; (b) your use of the Service and all messages you send through it will comply with Section 5 and applicable law; and (c) you will not use the Service for any high-risk purpose (such as decisions with legal or similarly significant effects on individuals) for which AI output is unsuitable.

15.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, OUTPUT, DOCUMENTATION, AND ALL BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE." EPROSPECTOR AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, EPROSPECTOR DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) ANY OUTPUT, PROSPECT INFORMATION, CONTACT DETAIL, EMAIL VERIFICATION RESULT, OR QUALIFICATION VERDICT WILL BE ACCURATE, CURRENT, COMPLETE, OR LAWFUL TO USE; (C) ANY EMAIL SENT THROUGH THE SERVICE WILL BE DELIVERED, WILL REACH A RECIPIENT'S PRIMARY INBOX RATHER THAN A SPAM OR PROMOTIONS FOLDER, OR WILL NOT RESULT IN YOUR DOMAIN OR MAILBOX BEING RATE-LIMITED, BLOCKLISTED, OR SUSPENDED BY YOUR MAILBOX PROVIDER; (D) THE SERVICE WILL PRODUCE ANY PARTICULAR NUMBER OF PROSPECTS, REPLIES, MEETINGS, OR REVENUE; OR (E) YOUR USE OF PROSPECT INFORMATION WILL COMPLY WITH ANY PRIVACY, DATA-PROTECTION, OR MARKETING LAW — YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE LAWFULNESS OF YOUR OUTREACH.

16. Limitation of Liability

16.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY (OR EPROSPECTOR'S SUPPLIERS OR THIRD-PARTY PROVIDERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF DATA, OR DAMAGE TO SENDING REPUTATION OR DOMAIN REPUTATION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EPROSPECTOR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO EPROSPECTOR FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). FOR TRIAL AND BETA USE FOR WHICH NO FEES WERE PAID, THE CAP IS US$100.

16.3 Exceptions. The exclusions and cap in this Section 16 do not apply to (a) your payment obligations, (b) your indemnification obligations under Section 18, (c) your breach of Section 5, Section 9.5, or Section 11, or (d) either party's fraud, gross negligence, or willful misconduct, or to any liability that cannot be limited under applicable law.

16.4 Basis of the bargain. The parties agree that the disclaimers and limitations in Sections 15 and 16 reflect a reasonable allocation of risk and are an essential basis of the bargain, and that eProspector would not provide the Service at the current fees without them.

17. Dispute Resolution; Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

17.1 Informal resolution first. Before filing a claim, the complaining party will send written notice describing the dispute to the other party (to eProspector at [legal@eprospector.com]), and the parties will attempt in good faith to resolve it for sixty (60) days.

17.2 Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, before a single arbitrator, in [COUNTY, STATE] or by video conference. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitrator may award the same relief a court could award to the individual party, and judgment on the award may be entered in any court of competent jurisdiction.

17.3 Class-action waiver. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of more than one customer.

17.4 Exceptions. Either party may (a) bring an individual action in small-claims court, or (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, Confidential Information, or the security of the Service, or to enforce Section 5.

17.5 Opt-out. You may opt out of Sections 17.2 and 17.3 by emailing [legal@eprospector.com] within thirty (30) days of first accepting these Terms, stating your Account email and that you opt out of arbitration. If you opt out, Section 17.6 governs.

17.6 Governing law and venue. These Terms are governed by the laws of the State of [STATE], without regard to conflict-of-laws rules. Subject to Section 17.2, the state and federal courts located in [COUNTY, STATE] have exclusive jurisdiction, and each party consents to personal jurisdiction there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.7 Time limit. To the extent permitted by law, any claim must be brought within one (1) year after the cause of action accrues, or it is permanently barred.

18. Indemnification

18.1 By you. You will defend, indemnify, and hold harmless eProspector, its affiliates, and their officers, directors, employees, and agents from and against any claim, demand, investigation, fine, loss, or expense (including reasonable attorneys' fees) arising out of or related to: (a) Customer Data or Prospect data you direct the Service to collect, store, or use; (b) any message sent from your Connected Mailboxes or otherwise on your behalf, including claims under anti-spam, privacy, or data-protection laws and complaints by recipients or mailbox providers; (c) your or your Authorized Users' breach of Section 5, Section 9.5, or applicable law; (d) your use of BYOK Credentials or any Third-Party Provider; or (e) your reliance on, or use of, Output.

18.2 By eProspector. We will defend you against any third-party claim alleging that the Service (excluding Customer Data, Output, Third-Party Providers, and Beta Features), as provided by us and used in accordance with these Terms, infringes that third party's U.S. patent, copyright, or trademark, and will pay damages and costs finally awarded or agreed in settlement. If such a claim is made or appears likely, we may modify the Service, procure a license, or, if neither is commercially reasonable, terminate the affected Service and refund prepaid, unused fees. This Section states our sole liability and your exclusive remedy for infringement claims.

18.3 Procedure. The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (provided no settlement imposes obligations on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

19. Modifications to the Service and These Terms

19.1 Service changes. We continually improve the Service and may add, modify, or remove features. During the Beta Period, changes may be frequent and material. Outside the Beta Period, we will not materially decrease the core functionality of a paid plan during its Subscription Term without offering the remedy in Section 7.10.

19.2 Changes to these Terms. We may update these Terms by posting a revised version at [https://www.eprospector.com/terms] and updating the "Last updated" date. For material changes we will give at least thirty (30) days' notice by email to the Account owner or through the Service before the changes take effect (except for changes required by law or that address a new feature, which are effective immediately). Your continued use after the effective date constitutes acceptance. If you object to a material change, you may terminate under Section 14.2 before it takes effect. Section 17 may be modified only prospectively and with the opt-out right in Section 17.5.

20. General

20.1 Notices. We may give notice by email to the Account owner's address on file or through the Service. You must give notice to us by email at [legal@eprospector.com] or by mail to Net Sales Solutions, Inc., 37 Alease Drive, Fayetteville, TN 37334. Notices are deemed given when sent (email) or three business days after mailing.

20.2 Assignment. You may not assign or transfer these Terms without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets that is not a competitor of ours and that agrees in writing to be bound. We may assign these Terms to an affiliate or successor. Any other attempted assignment is void.

20.3 Export and sanctions. You represent that you are not located in, and will not use the Service from, a country or territory subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted-party list. You will comply with all applicable export-control laws.

20.4 U.S. Government users. The Service is "commercial computer software" and "commercial computer software documentation," and government users acquire only the rights granted to all other customers under these Terms.

20.5 Independent contractors; no third-party beneficiaries. The parties are independent contractors. Except for the indemnified parties in Section 18, there are no third-party beneficiaries.

20.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, labor disputes, internet or utility failures, denial-of- service attacks, or the failure or change of a Third-Party Provider; provided that this does not excuse payment obligations.

20.7 Severability; waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remainder will remain in effect (except that if Section 17.3 is held unenforceable as to a particular claim, Section 17.2 will not apply to that claim). A waiver must be in writing and does not waive any other breach.

20.8 Entire agreement; order of precedence. These Terms, together with the Privacy Policy, any DPA, and any Order Form, are the entire agreement between the parties regarding the Service and supersede all prior agreements and communications. In case of conflict, the following order controls: (1) a mutually signed Order Form or DPA, (2) these Terms, (3) the Privacy Policy, (4) Documentation. Terms in your purchase order or vendor forms do not apply.

20.9 Interpretation. Headings are for convenience only. "Including" means "including without limitation." These Terms were drafted in English; any translation is for convenience only.

21. Contact

Net Sales Solutions, Inc. 37 Alease Drive Fayetteville, TN. 37334 General: [support@eprospector.com] · Billing: [billing@eprospector.com] · Legal: [legal@eprospector.com] · Security: [security@eprospector.com]

eProspector is the successor to the original eProspector marketing suite by Net Sales Solutions, Inc. References to "eProspector" in these Terms mean the current operating entity identified in Section 1.