Terms of Use and SaaS Subscription Agreement

These Terms of Use and SaaS Subscription Agreement ("Terms") govern access to and use of GreatSales AI™, a brand and product of Novapro Lab LLC, a Florida limited liability company ("Novapro Lab," "we," "us," or "our"). By accessing or using the GreatSales AI websites, applications, and related services (collectively, the "Services"), you agree to these Terms. If you use the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization, and "you" refers to that organization.

1. Agreement to terms

By creating an account, clicking an acceptance button, completing checkout (when live), or using the Services, you agree to these Terms, our Privacy Policy, Cookie Policy, Acceptable Use Policy, AI and General Legal Disclaimer, and Cancellation and Refund Policy, each incorporated by reference. If you do not agree, do not use the Services. Electronic acceptance under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state uniform electronic transactions laws is intended to be binding to the same extent as a handwritten signature, as described in our checkout and registration acceptance specifications.

2. Eligibility and business accounts

2.1 Business use

2.2 Account registration

You must provide accurate registration information and keep it current. Registration may require an invitation or approved access mechanism. We may refuse, suspend, or terminate accounts that violate these Terms or our Acceptable Use Policy.

2.3 Account security

3. Definitions

• "Customer Content" means data, text, files, instructions, and other material you or authorized users submit to or store in the Services, including Customer Business Data.
• "Authorized User" means an individual permitted by your organization to access the Services under your subscription.
• "Subscription" means your paid or trial access to a Service plan, subject to these Terms.
• "Order Form" means a written or electronic order, checkout selection, or enterprise agreement specifying plan, term, fees, or custom terms.
• "AI Features" means AI-assisted recommendations, content generation, workflow assistance, and authorized execution capabilities within configured boundaries.
• "Sensitive Action" means an action that could create legal, financial, reputational, or customer commitment risk, including customer outreach, pricing or discount commitments, appointment confirmations with binding terms, provider spending changes, refunds, contract changes, or similar actions defined in product settings.

4. The Services

4.1 Description

GreatSales AI™ provides AI-assisted commercial intelligence and workflow tools designed to help businesses attract customers, capture and qualify leads, support follow-up, create appointments, and assist sales operations within approval and configuration boundaries you establish. The Services may include workspace modules, onboarding, plan-based features, integrations, and the Revyn AI commercial advisor experience, as available on your plan and in your account configuration.

4.2 No guarantee of results

We do not guarantee any specific volume of leads, appointments, conversions, sales, revenue, rankings, advertising performance, market share, or other commercial outcomes. AI outputs are assistive and require your review and judgment. See the AI and General Legal Disclaimer.

4.3 Preview and beta features

We may offer preview, beta, or early-access features identified as such. Preview features are provided as is, may be modified or discontinued, and may not be subject to the same service levels as generally available features. Current status: Certain features may operate in preview mode with mock or limited data until fully released. We will not treat preview-only capabilities as fully operational contractual commitments unless explicitly stated in an Order Form.

4.4 Changes to the Services

We may modify, suspend, or discontinue features with reasonable notice where practicable. Material adverse changes to paid features will be handled consistent with these Terms and applicable law.

5. Order of precedence

If there is a conflict among documents governing your use: 1. A signed enterprise Order Form or master services agreement (if any) controls for that customer. 2. A signed Data Processing Addendum (if any) controls for processing of personal data where applicable. 3. These Terms control for standard online subscriptions. 4. Plan descriptions on our Plans page describe plan features but do not override these Terms. 5. Documentation and help materials are for convenience only.

6. Subscription plans

6.1 Available plans

Subject to change, we offer subscription plans including Starter, Growth, Business, and Enterprise, with features and limits described on our Plans page. Current published monthly list prices (subject to change):

Plan capacity limits (users, agents, and feature depth) are described on the Plans page and in your account.

6.2 Access and invitations

Access may require invitation, approval, or eligibility verification. Plan selection during signup or checkout does not guarantee entitlement until payment (when required) and account provisioning are complete.

7. Fees, billing, and taxes

7.1 Fees

You agree to pay all fees for your selected plan and any applicable add-ons, usage charges, or overages disclosed at purchase or in an Order Form.

7.2 Billing authorization

When live billing is enabled, by providing payment information and confirming purchase, you authorize Novapro Lab LLC to charge your selected payment method for recurring subscription fees and applicable taxes until you cancel in accordance with these Terms.

7.3 Payment processing

Payments for GreatSales AI™ are processed by Novapro Lab LLC through Stripe and/or PayPal, depending on the payment method you select. Stripe and PayPal are payment processors only. They are not the seller of GreatSales AI™, are not responsible for the Services, do not set our cancellation or refund policies, and do not guarantee the product. Payment processing is subject to the processor's terms and privacy policies. We do not control processor availability in all regions or for all payment methods. Current implementation: Live payment processing is not active until Novapro Lab publishes notice that billing is operational. Until then, checkout interfaces may be preview-only.

7.4 Recurring billing and automatic renewal

Unless otherwise stated in your Order Form or required cancellation notice:

• Subscriptions are billed on a monthly recurring basis.
• Your subscription automatically renews at the end of each billing period unless you cancel before the renewal date.
• Renewal charges will be at the then-current rate for your plan, except where a fixed promotional rate applies for a disclosed period.

We will disclose automatic renewal terms clearly and conspicuously before obtaining billing information, consistent with applicable law including the Restore Online Shoppers' Confidence Act (ROSCA) and Florida automatic renewal requirements (Fla. Stat. § 501.165).

7.5 Taxes

Fees are exclusive of taxes unless stated otherwise. You are responsible for applicable sales, use, VAT, GST, or similar taxes, except taxes based on our net income. We may collect taxes where required by law.

7.6 Failed payments

If payment fails, we may suspend access after reasonable notice and retry payment according to our policies. Persistent failure may result in termination.

8. Trials and promotions

If no trial is active at launch, this section may be marked "Not currently offered" in the published version.

9. Upgrades and downgrades

Plan changes may be available in account settings or by contacting us. Unless otherwise stated in an Order Form: Enterprise customers may have custom transition terms in an Order Form.

10. Cancellation

You may cancel your Subscription as described in our Cancellation and Refund Policy. Unless otherwise required by law or your Order Form:

• Cancellation stops future recurring charges.
• Access may continue through the end of the current paid billing period.
• Cancellation does not automatically delete Customer Content; retention and deletion are governed by Section 15.

11. Refunds and credits

Refunds and credits are governed by our Cancellation and Refund Policy. We do not use a blanket "no refunds under any circumstances" policy; legally required refunds and remedies for erroneous or unauthorized charges will be honored.

12. Acceptable use

You must comply with our Acceptable Use Policy. We may investigate violations, restrict features, suspend, or terminate access, and preserve evidence as required by law.

13. Customer Content

13.1 Ownership

You retain all rights in Customer Content. We do not acquire ownership of Customer Content.

13.2 License to operate the Services

You grant Novapro Lab a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and use Customer Content solely to provide, maintain, secure, and improve the Services, comply with law, and as otherwise described in the Privacy Policy and AI Data and Customer Content Schedule.

13.3 Your responsibilities

You represent and warrant that:

• You have all rights and permissions necessary to provide Customer Content and connect third-party accounts;
• Customer Content and your use comply with applicable law and third-party terms;
• You have provided required notices and obtained required consents from individuals whose personal information is included in Customer Content.

13.4 Prohibited content

You may not submit content that violates the Acceptable Use Policy or applicable law.

14. Third-party services and integrations

The Services may enable connections to third-party platforms (such as advertising, analytics, calendar, or messaging services). Third-party services are not controlled by Novapro Lab. Your use is subject to third-party terms and privacy policies. We are not responsible for third-party availability, actions, or data practices. Disconnecting an integration does not necessarily delete data previously synced; deletion rules are described in documentation and the Privacy Policy. Provider credentials (OAuth tokens, API keys) remain server-side and are not exposed in the customer-facing interface.

15. Suspension and termination

15.1 By you

You may stop using the Services and cancel your Subscription as provided in these Terms and the Cancellation and Refund Policy.

15.2 By us

We may suspend or terminate access immediately for material breach, non-payment, legal requirement, security risk, or repeated Acceptable Use Policy violations. Where practicable, we will provide notice and an opportunity to cure non-material breaches.

15.3 Effect of termination

Upon termination:

• Your right to access the Services ends, subject to any paid-through period.
• Sections that by nature should survive will survive, including Sections 13.1, 16–22.

16. AI Features, approvals, and delegated autonomy

16.1 Assistive AI

AI Features generate suggestions, drafts, analyses, and prepared actions. Outputs may be incomplete, inaccurate, outdated, or unsuitable for your context. You are responsible for reviewing outputs before reliance or execution.

16.2 Approvals

Unless you have configured and authorized delegated autonomy within documented limits, Sensitive Actions require explicit human approval before execution.

16.3 Delegated autonomy

Where enabled on eligible plans, you may configure rules permitting certain actions within spending limits, risk controls, audit trails, and pause/revoke mechanisms you accept. You remain responsible for configured rules and their commercial and legal consequences.

16.4 No professional advice

AI Features do not provide legal, tax, accounting, financial, medical, regulatory, or employment advice. See the AI and General Legal Disclaimer.

17. Intellectual property

17.1 Our IP

We and our licensors own the Services, software, documentation, branding, and all related intellectual property, excluding Customer Content.

17.2 Limited license to you

Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during your Subscription term.

17.3 Feedback

If you provide suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or compensation, except where prohibited by law.

17.4 Restrictions

You may not copy, modify, distribute, sell, lease, reverse engineer (except as permitted by law), or create derivative works of the Services.

18. Confidentiality

Each party may receive confidential information from the other. The receiving party will use reasonable care to protect confidential information and use it only for purposes of the relationship, except as required by law or with consent. Customer Content is your confidential business information subject to the Privacy Policy and any DPA.

19. Privacy and security

Our Privacy Policy describes how we collect and use information. You are responsible for configuring appropriate access controls and complying with privacy laws applicable to your use of Customer Content. We implement reasonable security measures as described in the Privacy Policy. You must notify us promptly of security incidents affecting your account.

20. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOVAPRO LAB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT AI OUTPUTS WILL BE ACCURATE OR COMPLETE. Some jurisdictions do not allow certain disclaimers; in those jurisdictions, disclaimers apply to the fullest extent permitted.

21. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NOVAPRO LAB WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES.

These limits apply regardless of the theory of liability and even if a remedy fails of its essential purpose. Some jurisdictions do not allow limitation of certain damages; in those jurisdictions, our liability is limited to the fullest extent permitted.

22. Indemnification

You will defend, indemnify, and hold harmless Novapro Lab and its officers, directors, members, employees, and agents from claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• Your Customer Content or use of the Services;
• Violation of these Terms or the Acceptable Use Policy;
• Violation of law or third-party rights;
• Actions taken through your account, including AI-prepared or approved actions.

We may assume exclusive defense of any matter subject to indemnification at your expense. You will cooperate with our defense.

23. Export controls and sanctions

You may not use the Services in violation of U.S. export control or economic sanctions laws. You represent that you are not located in, organized in, or ordinarily resident in a sanctioned jurisdiction or on a restricted party list.

24. Governing law and dispute resolution

24.1 Governing law

24.2 Dispute resolution

Option C — Hybrid: Informal negotiation, then arbitration or litigation as specified.

25. Electronic communications

You consent to receive communications electronically, including agreements, notices, billing information, and disclosures. Electronic communications satisfy legal writing requirements where permitted.

26. Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets. Any unauthorized assignment is void.

27. Force majeure

Neither party is liable for delay or failure due to events beyond reasonable control, including natural disasters, war, terrorism, labor disputes, internet failures, or government actions, except payment obligations for Services already received.

28. Severability and waiver

If any provision is unenforceable, the remainder remains in effect. Failure to enforce a provision is not a waiver.

29. Entire agreement

These Terms, together with incorporated policies and any applicable Order Form or DPA, constitute the entire agreement regarding the Services and supersede prior agreements on the subject.

30. Notices

Notices to Novapro Lab must be sent to: Novapro Lab LLC Attn: Legal Notices to you may be sent to the email address associated with your account or posted in the Services.

31. Changes to these Terms

We may modify these Terms by posting updated Terms and updating the "Last updated" date. Material changes will be notified as required by law. Continued use after the effective date constitutes acceptance, except where further consent is required. If you do not agree to modified Terms, you must cancel before the effective date.