Terms of Use and SaaS Subscription Agreement

Effective date: August 4, 2026 Last updated: August 4, 2026 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 with its principal place of business in Broward County, Florida ("Novapro Lab," "GreatSales AI," "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 a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" and "your" refer to that entity as well as to the individual using the Services.

1. Agreement to terms

By creating an account, accepting an invitation, clicking an acceptance control, completing checkout, or otherwise using the Services, you agree to these Terms and to the Privacy Policy, Cookie Policy, Acceptable Use Policy, Cancellation and Refund Policy, and AI Legal Disclaimer, each incorporated into these Terms by reference. If you do not agree to these Terms, you must not access or use the Services.

1.1 Electronic acceptance

You agree that your electronic acceptance of these Terms (including by clicking an acceptance control, checking a box, or continuing to use the Services after notice) is legally binding to the same extent as a handwritten signature, under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state uniform electronic transactions laws. You consent to receive this agreement, notices, disclosures, and billing communications electronically, as described in Section 25.

2. Eligibility and business accounts

2.1 Business use and minimum age

The Services are designed and offered for commercial and business use by organizations and the individuals who act on their behalf. By using the Services, you represent that you are at least eighteen (18) years old, that you have the legal capacity to enter into a binding contract, and that your use of the Services is for business purposes and not for personal, family, or household use.

2.2 Account registration

You must provide accurate, current, and complete registration information and keep it up to date. Access to the Services may require an invitation, waitlist approval, or another access-control mechanism that we may change at our discretion. We may decline, delay, suspend, or terminate registration or access for any account that provides false information or that violates these Terms or the Acceptable Use Policy.

2.3 Account security

You are responsible for maintaining the confidentiality of your account credentials, for all multi-factor authentication methods associated with your account, and for all activity that occurs under your account, whether or not you authorized that activity. You must notify us promptly by contacting contact@greatsalesai.com if you know or suspect that your credentials have been compromised or that unauthorized access to your account has occurred. We are not liable for losses caused by your failure to safeguard your credentials, but we will take commercially reasonable steps to assist in securing your account once notified.

2.4 Administrators and authorized users

Organizations that register for the Services designate one or more account administrators who can add, remove, and configure Authorized Users, permissions, and approval rules within the applicable plan. Administrators are responsible for the actions of the Authorized Users they add to an account and for ensuring that those users comply with these Terms.

3. Definitions

• "Customer Content" means data, text, files, records, instructions, and other material that you or your Authorized Users submit to, upload to, connect to, or generate within the Services, including Customer Business Data.
• "Customer Business Data" means Customer Content consisting of your organization's leads, contacts, prospects, appointments, sales pipeline, communications drafts and logs, and other commercial operations data.
• "Authorized User" means an individual, such as an employee, contractor, or agent, permitted by your organization to access the Services under your Subscription.
• "Subscription" means your paid access to a Service plan under these Terms.
• "Order Form" means a written or electronic order, checkout confirmation, or enterprise agreement that specifies the plan, term, fees, or additional or different terms for a particular customer.
• "AI Features" means the AI-assisted recommendations, drafts, analyses, workflow assistance, and, where enabled and authorized, execution capabilities available within the Services, subject to the configured approval and autonomy boundaries described in Section 16.
• "Sensitive Action" means an action that could create legal, financial, reputational, or customer-commitment risk if executed incorrectly or without adequate review, including customer outreach and communications, pricing or discount commitments, appointment confirmations with binding terms, changes to advertising or provider spending, refunds, contract changes, and other actions identified as sensitive in the product's configuration.
• "Contact" or "Lead" means an individual whose personal information is included in your Customer Business Data because your organization has identified, is pursuing, or is communicating with that individual as a prospective or existing customer.

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, prepare and confirm appointments, and assist sales operations within the approval and configuration boundaries that your organization establishes. The Services may include workspace modules, onboarding tools, plan-based features, third-party integrations, and the Revyn AI commercial advisor interface, as made available for your plan and account configuration.

4.2 No guarantee of commercial results

We do not guarantee any specific number or volume of leads, appointments, conversions, sales, revenue, rankings, advertising performance, market share, or other commercial outcome. AI Features are assistive tools. Outputs, recommendations, drafts, and prepared actions require your review and independent business judgment before you rely on them or allow them to be executed. Section 16 describes the limitations and responsibilities that apply to AI Features in more detail.

4.3 Preview, beta, and early-access features

We may make preview, beta, pilot, or early-access features available and clearly identify them as such in the product interface or accompanying documentation. Preview features are provided on an "as is" basis, may contain incomplete functionality or mock or limited data, may be modified or withdrawn at any time without liability, and are not covered by any service-level commitment unless an Order Form expressly states otherwise. We will not treat a preview-only capability as a fully operational, generally available feature unless we designate it as such.

4.4 Changes, availability, and suspension of the Services

We may add, modify, or discontinue features, and may suspend the Services for scheduled or emergency maintenance, security incidents, or legal compliance reasons. We will provide reasonable advance notice of maintenance or a material adverse change to a paid feature where practicable, except where immediate action is necessary to protect the security, integrity, or legal compliance of the Services. A temporary suspension under this Section 4.4 does not, by itself, entitle you to a refund or credit, except as required by law or expressly stated in an Order Form.

5. Order of precedence

If there is a conflict among the documents that govern your use of the Services, the following order of precedence applies, from highest to lowest:

• A signed enterprise Order Form or master services agreement, for the customer that signed it, to the extent it expressly modifies these Terms;
• A signed Data Processing Addendum, for the processing of personal data it covers;
• The Cancellation and Refund Policy, for cancellation, renewal, and refund procedures;
• The Acceptable Use Policy, for acceptable-use restrictions;
• The AI Legal Disclaimer, for AI-specific limitations and reliance restrictions;
• These Terms, for standard online Subscriptions;
• The Plans page, which describes plan features and limits for informational purposes but does not modify or override these Terms; and
• Help center articles, in-product guidance, and other documentation, which are provided for convenience only and are not contractual commitments.

6. Subscription plans

6.1 Available plans

We offer subscription plans, currently Starter, Growth, Business, and Enterprise, each with the included users, usage capacity, data volume, automation capacity, level of control, and plan limits described on our Plans page and in your account. Every plan includes the complete GreatSales AI commercial system. Plan composition, limits, and pricing are subject to change as described in Section 6.3. Current published monthly list prices, in U.S. dollars, are:

The base Enterprise plan includes up to 12 users and the starting capacities shown on our Plans page. Additional seats, usage capacity, data volume, automation capacity, integrations, support level, SLA requirements, security or organizational requirements, and other custom requirements may increase the Enterprise price. The applicable Enterprise price will be communicated to you before added capacity is activated, and you must accept that price before the added capacity becomes active.

6.2 Promotional and introductory pricing

We may display introductory or promotional pricing, discounts, or limited-time offers in marketing materials or on the Plans page. The exact amount you will be charged, including the duration and conditions of any promotional rate, is always disclosed to you at checkout before you submit payment. Only the price, billing frequency, and term confirmed at checkout apply to your Subscription, regardless of any different figure that may appear in general marketing materials.

6.3 Changes to plans and pricing

We may change plan composition, features, usage limits, or pricing prospectively. For an active paid Subscription, a price increase or a material reduction in plan features will take effect no earlier than your next renewal date, and we will provide notice consistent with Section 31 before the change takes effect. Continuing to use the Services after a disclosed price or plan change becomes effective constitutes your acceptance of that change for subsequent renewal periods.

6.4 Access and invitations

Access to the Services may require an invitation, waitlist approval, or eligibility verification. Selecting a plan during registration or checkout does not, by itself, grant entitlement to the Services until any required payment is processed and account provisioning is complete.

7. Fees, billing, and taxes

7.1 Fees and add-ons

You agree to pay all fees for your selected plan, in the amount and on the billing frequency confirmed at checkout or in your Order Form. Your plan fee includes the usage limits and features described for that plan on the Plans page. We do not currently charge separate usage-based fees, overage fees, or setup fees beyond the disclosed plan fee. If we introduce optional add-ons, usage-based charges, or other additional fees in the future, we will disclose the amount and terms of those charges to you, and obtain your agreement where required by law, before applying them to your account.

7.2 Billing authorization

When you provide payment information and confirm a purchase, you authorize Novapro Lab LLC, directly or through our payment processors, to charge your selected payment method for: (a) the recurring Subscription fees for your plan; (b) any additional fees you authorize; and (c) applicable taxes, until your Subscription is cancelled in accordance with these Terms.

7.3 Payment processing

Payments for GreatSales AI™ are processed by Novapro Lab LLC through Stripe, Inc. for credit and debit card subscriptions initiated through our checkout flow. Stripe acts solely as a payment processor. Stripe is not the seller of the Services, is not responsible for providing the Services, does not set or administer our cancellation, refund, or pricing policies, and does not guarantee the Services in any respect. Your use of Stripe is also subject to Stripe's own terms of service and privacy policy. When you complete checkout, you are redirected to Stripe's secure checkout to enter payment information and authorize recurring monthly charges. We do not store full payment card numbers on our systems. We receive limited payment metadata from Stripe, such as transaction identifiers, subscription status, billing period dates, and the last four digits of a payment card where provided by Stripe. You may review subscription status, request cancellation, and obtain billing support through the subscription controls in your account settings or by contacting contact@greatsalesai.com. Failed payments, retries, and suspension for non-payment are handled as described in Sections 7.6 and 15.2. Refunds are governed by our Cancellation and Refund Policy.

7.4 Recurring billing and automatic renewal

Unless your Order Form states otherwise:

• Subscriptions are billed on a monthly recurring basis. We do not currently offer an annual billing option; if we introduce one, we will disclose its terms, including any different cancellation or refund mechanics, before you select it.
• Your Subscription automatically renews at the end of each monthly billing period for a successive one-month term, at the then-current price for your plan, unless you cancel before the renewal date in accordance with Section 10.
• Where a fixed promotional rate applies for a disclosed introductory period, your Subscription will renew at the then-current standard rate for your plan after that period ends, unless otherwise stated at checkout.

We disclose these automatic renewal terms clearly and conspicuously before you provide payment information, consistent with the U.S. Restore Online Shoppers' Confidence Act (ROSCA) and the Florida automatic renewal disclosure requirements in Fla. Stat. § 501.165. Before each renewal, you can review your current plan, price, and next billing date in your account settings or by contacting us.

7.5 Taxes

Fees are exclusive of sales, use, value-added, goods-and-services, and similar transactional taxes unless we state otherwise at checkout. You are responsible for all such taxes associated with your purchase, other than taxes based on our net income. Where required by law, we or our payment processor will calculate, collect, and remit applicable transactional taxes as part of your checkout.

7.6 Failed or disputed payments

If a payment fails, we may retry the charge, request updated payment information, and suspend access to paid features after providing reasonable notice if the failure is not resolved. If you dispute a charge directly with your bank or card issuer ("chargeback") instead of contacting us first, we may suspend your account pending resolution of the dispute. Persistent non-payment may result in termination under Section 15.2.

8. Free trials and promotions

GreatSales AI does not currently offer a free trial period for paid plans. If we introduce a free trial, promotional period, or similar offer in the future, we will disclose, before you enroll, its duration, any feature or usage limitations that apply during the trial, whether and how it converts to a paid Subscription, and how to cancel before you are charged, consistent with applicable law.

9. Upgrades and downgrades

Unless your Order Form states otherwise:

• Upgrades to a higher-tier plan take effect immediately upon confirmation, and the price difference for the remainder of the then-current billing period is prorated based on the number of days remaining in that period.
• Downgrades to a lower-tier plan take effect at the start of your next billing period. You retain access to your then-current plan's features through the end of the billing period in which you request the downgrade. If Customer Content or configuration exceeds the limits of the lower-tier plan, some content or configuration may become read-only or inaccessible until it is brought within the new plan's limits.

Enterprise customers may have different upgrade, downgrade, or transition terms set out in an Order Form, which controls over this Section 9 for that customer.

10. Cancellation

10.1 How to cancel

You may cancel your Subscription at any time by using the subscription and billing controls in your account settings or by contacting us at contact@greatsalesai.com with your account details and a request to cancel. We will confirm receipt of a cancellation request submitted by email within a reasonable time.

10.2 When cancellation takes effect

Unless you request immediate cancellation or applicable law requires otherwise, cancellation takes effect at the end of your then-current paid billing period, and you retain access to the Services through that date. Cancellation stops future recurring charges; it does not, by itself, entitle you to a refund of fees already charged for the current or any prior billing period, except as described in our Cancellation and Refund Policy.

10.3 Effect on Customer Content

Cancellation does not automatically or immediately delete your Customer Content. Retention and deletion of Customer Content after cancellation are governed by Section 15.3.

11. Refunds and credits

Refunds, credits, and billing-error corrections are governed by our Cancellation and Refund Policy, which is incorporated into these Terms by reference. We do not apply a blanket "no refunds under any circumstances" policy. Refunds legally required for erroneous, unauthorized, or duplicate charges, and any other remedies required by applicable consumer protection law, will be honored regardless of any more restrictive language elsewhere in our policies.

12. Acceptable use

You must comply with our Acceptable Use Policy, incorporated into these Terms by reference, when using the Services. We may investigate suspected violations, restrict or disable affected features, suspend or terminate access under Section 15.2, and preserve evidence of a violation as required by law or as we reasonably determine is necessary to protect our rights, other users, or third parties.

13. Customer Content, data practices, and your responsibilities

13.1 Ownership

As between you and Novapro Lab, you retain all right, title, and interest in and to your Customer Content, including Customer Business Data. We do not acquire ownership of Customer Content by virtue of these Terms.

13.2 License you grant to us

You grant Novapro Lab a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Content solely to: (a) provide, secure, and maintain the Services; (b) generate AI Outputs and other features you or your Authorized Users request; (c) provide support; (d) comply with applicable law and legal process; and (e) as otherwise described in the Privacy Policy. This license ends when the corresponding Customer Content is deleted in accordance with Section 15.3, except with respect to copies retained as required by law or as necessary to establish, exercise, or defend legal claims.

13.3 Your representations regarding Customer Content

You represent and warrant on an ongoing basis that: (a) you have all rights, licenses, and permissions necessary to submit, upload, connect, and permit us to process your Customer Content, including any third-party accounts you connect through an integration; (b) your Customer Content and your use of the Services comply with applicable law and any applicable third-party terms; and (c) where Customer Content includes personal information about a Contact, Authorized User, employee, or other individual, you have provided any notices and obtained any consents required by applicable law before submitting that personal information to the Services.

13.4 Consent for Contacts and marketing, calling, and messaging compliance

If you use the Services to send, prepare, or execute email, SMS, telephone, voicemail, or other outreach to a Contact, you are solely responsible for: (a) confirming that you have a lawful basis, including any required prior express written or other consent, to contact that individual through the channel and for the purpose you select; (b) honoring opt-out, unsubscribe, do-not-call, and do-not-contact requests promptly and in the manner required by law; (c) including any disclosures, identification, and opt-out mechanisms required by applicable law in your outreach; and (d) complying with the U.S. CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA) and its implementing regulations, the Telemarketing Sales Rule, applicable state telemarketing and messaging statutes, and equivalent laws in any jurisdiction where your Contacts are located. AI Features may help you prepare or, where you have configured and authorized delegated autonomy under Section 16.3, execute outreach, but you remain solely responsible for the legality of the content, timing, channel, and recipients of any communication sent from or through your account. We may suspend outreach features on your account if we reasonably believe your use creates a material risk of unlawful communications, without limiting our other rights under Section 15.2.

13.5 Prohibited content and content review

You may not submit Customer Content that violates the Acceptable Use Policy or applicable law, including content that infringes a third party's intellectual property rights, violates a person's privacy or publicity rights, or that you were not authorized to collect or upload. We do not undertake to review Customer Content before it is processed, but we may remove, disable access to, or refuse to process content that we reasonably believe violates this Section 13.5, and we may report unlawful content to appropriate authorities where required or permitted by law.

14. Third-party services and integrations

14.1 Connecting third-party accounts

The Services may allow you to connect third-party platforms, such as calendar, communications, advertising, or analytics services ("Integrations"), where those Integrations are available for your plan and you choose to enable them. Integrations are not controlled by Novapro Lab, and your use of a connected third-party platform is subject to that platform's own terms and privacy policy, in addition to these Terms.

14.2 No responsibility for third-party platforms

We are not responsible for the availability, accuracy, security, or business practices of a third-party platform accessed through an Integration, or for any loss or damage arising from your use of, or inability to use, a connected third-party platform. Disconnecting an Integration stops future synchronization but does not necessarily delete data already synced into the Services; deletion of previously synced data is governed by Section 15.3 and the Privacy Policy.

14.3 Credential protection

Provider credentials associated with an Integration, such as OAuth tokens and API keys, are stored and used server-side and are not exposed in the customer-facing interface.

15. Suspension and termination

15.1 Termination by you

You may stop using the Services and cancel your Subscription at any time as described in Section 10.

15.2 Suspension or termination by us

We may suspend access to the Services immediately, in whole or in part, for: material breach of these Terms or the Acceptable Use Policy; non-payment after the notice described in Section 7.6; a security risk to the Services or another user; a legal or regulatory requirement; or conduct that we reasonably believe creates a risk of harm to Novapro Lab, other users, or third parties. Where the breach is capable of being cured and does not present an immediate risk, we will provide notice and a reasonable opportunity to cure before termination. We may terminate an account for repeated or uncured material breaches.

15.3 Effect of termination

Upon termination or expiration of your Subscription for any reason:

• Your, and your Authorized Users', right to access the Services ends, subject to any period you have already paid for.
• For thirty (30) days after the effective date of termination (the "Post-Termination Access Period"), you may request an export of your Customer Content in a reasonably available format by contacting contact@greatsalesai.com; we will use commercially reasonable efforts to fulfill a timely request made during this period.
• After the Post-Termination Access Period, we will delete or de-identify Customer Content from our active production systems within a commercially reasonable time, not to exceed ninety (90) days, except for: (a) copies retained in encrypted backups until they are overwritten or deleted in the ordinary course of our backup rotation; and (b) records we are required to retain by applicable law or that we reasonably retain to establish, exercise, or defend legal claims, resolve billing disputes, or investigate suspected violations of these Terms.
• Sections 3, 13.1, 17, and 18, and Sections 20 through 30, together with any other provision that by its nature should survive termination to give effect to its purpose, survive termination or expiration of these Terms, as further described in Section 28.3.

16. AI Features, human approval, and delegated autonomy

16.1 Assistive nature of AI Features

AI Features analyze the information available to your account and generate suggestions, drafts, summaries, prioritizations, and prepared actions. AI Outputs may be incomplete, inaccurate, outdated, biased by the underlying data, or unsuitable for your specific circumstances. You are responsible for reviewing AI Outputs and exercising independent business judgment before relying on them, sharing them externally, or allowing them to be executed.

16.2 Human approval of Sensitive Actions

Unless you have configured and knowingly authorized delegated autonomy for a specific Sensitive Action type under Section 16.3, that Sensitive Action requires explicit human approval by an Authorized User with sufficient permissions before it is executed. You must not configure the Services, and must not instruct or permit an Authorized User to configure the Services, to bypass required approvals for Sensitive Actions.

16.3 Delegated autonomy

Where made available on your plan, you may configure rules that authorize the Services to execute defined categories of actions automatically, within spending limits, risk controls, and pause or revoke mechanisms that you set and can change at any time. You are solely responsible for the scope of any delegated autonomy rule you configure and for the commercial, legal, and regulatory consequences of actions executed under it, including outreach sent under Section 13.4. We provide an audit trail of automated and approved actions to support your oversight of delegated autonomy, but that audit trail does not shift responsibility for the underlying action to us.

16.4 No sole reliance on automated outputs; no professional advice

You must not rely solely on an AI Output to make a decision that has a legal, financial, health and safety, employment, or similarly significant effect on a Contact, employee, or other individual, without independent human review appropriate to the significance of that decision. AI Features do not provide legal, tax, accounting, financial, medical, employment, or other professional or regulated advice, and no AI Output should be treated as such advice. You should consult a qualified professional before acting on a matter that requires professional advice.

16.5 Data sent to AI Features

Section 2.8 of the Privacy Policy describes how information submitted to AI Features is processed, including whether a third-party AI model provider is currently used.

17. Intellectual property

17.1 Our intellectual property

Novapro Lab and its licensors own all right, title, and interest in and to the Services, including the underlying software, models, workflows, documentation, and the GreatSales AI and Novapro Lab names, logos, and other branding, excluding Customer Content.

17.2 Limited license to you

Subject to these Terms and timely payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during your Subscription term, solely for your organization's internal business purposes and in accordance with your plan's usage limits.

17.3 Feedback

If you or an Authorized User submits ideas, suggestions, or other feedback about the Services, you grant Novapro Lab a perpetual, irrevocable, worldwide, royalty-free license to use, disclose, and incorporate that feedback into the Services without restriction or compensation to you, except to the extent prohibited by applicable law. We are not obligated to implement any feedback.

17.4 Restrictions

Except as expressly permitted by these Terms or by applicable law notwithstanding a contractual restriction, you must not: copy, modify, or create derivative works of the Services; sell, resell, lease, sublicense, or otherwise make the Services available to a third party outside your organization; reverse engineer, decompile, or disassemble the Services; remove or alter any proprietary notice; or use the Services to build a competing product or service.

18. Confidentiality

Each party may receive non-public business, technical, or commercial information of the other party in connection with these Terms ("Confidential Information"). Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known to the receiving party before disclosure, or is independently developed without use of the disclosing party's Confidential Information. The receiving party will use at least a reasonable degree of care to protect the other party's Confidential Information, will use it only to exercise its rights and perform its obligations under these Terms, and will not disclose it to a third party except to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section 18, or as required by law after providing notice to the disclosing party where legally permitted. Customer Content is your Confidential Information, in addition to being subject to the Privacy Policy and any applicable Data Processing Addendum.

19. Privacy and security

19.1 Privacy Policy

Our Privacy Policy describes how we collect, use, disclose, and protect information in connection with the Services and is incorporated into these Terms by reference. You are responsible for configuring access permissions within your organization and for complying with privacy and data protection laws applicable to the Customer Content you submit, including obtaining consents described in Section 13.3.

19.2 Security measures and your obligations

We implement administrative, technical, and organizational measures designed to protect the confidentiality, integrity, and availability of information processed through the Services, as further described in the Privacy Policy. No method of electronic storage or transmission is completely secure, and we cannot guarantee absolute security. You must notify us promptly at contact@greatsalesai.com of any known or suspected security incident involving your account or Customer Content, and you are responsible for maintaining reasonable security practices for the devices and networks you use to access the Services.

20. Disclaimers

THE SERVICES, INCLUDING ALL AI FEATURES AND AI OUTPUTS, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOVAPRO LAB AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; DEFECTS WILL BE CORRECTED; OR AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR PURPOSES. YOU ACKNOWLEDGE THAT NO GUARANTEE IS MADE REGARDING SPECIFIC COMMERCIAL RESULTS, AS DESCRIBED IN SECTION 4.2. Some jurisdictions do not allow the exclusion or limitation of certain implied warranties, so some of the exclusions in this Section 20 may not apply to you; in those cases, the disclaimers in this Section apply to the fullest extent permitted by applicable law.

21. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR LOSS OF ANTICIPATED SAVINGS OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, FOR ALL CLAIMS IN THE AGGREGATE IN ANY TWELVE-MONTH PERIOD, WILL NOT EXCEED THE GREATER OF: (A) THE FEES YOU ACTUALLY PAID TO NOVAPRO LAB FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US $100).
• The limitations in this Section 21 do not apply to: (i) a party's indemnification obligations under Section 22; (ii) a party's breach of Section 18 (Confidentiality) or, for you, Section 17.4 (Restrictions); (iii) your payment obligations under Section 7; or (iv) liability that cannot be limited or excluded under applicable law, such as liability for gross negligence, willful misconduct, or fraud.

These limits apply regardless of the legal theory of liability, including contract, tort, negligence, strict liability, or otherwise, and even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow the limitation or exclusion of certain damages, so some of the limitations in this Section 21 may not apply to you; in those cases, our liability is limited to the fullest extent permitted by applicable law.

22. Indemnification

22.1 Your indemnification obligations

You will defend, indemnify, and hold harmless Novapro Lab and its officers, directors, members, managers, employees, and agents from and against any third-party claim, and any resulting damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to: (a) your Customer Content, including a claim that it infringes a third party's intellectual property rights or violates a third party's privacy rights; (b) your, or an Authorized User's, violation of these Terms, the Acceptable Use Policy, or applicable law, including Section 13.4 (marketing, calling, and messaging compliance); (c) your failure to obtain a required notice or consent from a Contact or other individual whose personal information is included in your Customer Content; or (d) an action prepared, approved, or executed through your account, including under delegated autonomy configured under Section 16.3.

22.2 Procedure

We will provide you with prompt notice of a claim subject to indemnification, and you will not settle a claim in a manner that admits fault by, or imposes an obligation on, Novapro Lab without our prior written consent. We may participate in the defense of a claim with counsel of our choosing at our own expense.

23. Export controls, sanctions, and international use

23.1 Export controls and sanctions

You may not access or use the Services in violation of U.S. export control laws or economic sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control or the U.S. Department of Commerce. You represent that you are not: located in, or ordinarily resident in, a country or region subject to comprehensive U.S. sanctions; identified on a U.S. government restricted-party list; or otherwise prohibited from receiving the Services under applicable law.

23.2 International use

The Services are operated from the United States. If you access the Services from outside the United States, you are responsible for compliance with the laws applicable to you in your location, including local marketing, telemarketing, data protection, and consumer protection laws. Nothing in these Terms limits a right that applicable law grants to a consumer or data subject in your jurisdiction and that cannot be waived by contract; where a provision of these Terms would otherwise limit such a right, that provision applies only to the extent permitted by that law.

24. Governing law, jurisdiction, and dispute resolution

24.1 Governing law

These Terms, and any dispute or claim arising out of or relating to them or to the Services (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles, except to the extent preempted by U.S. federal law. This Section 24.1 does not deprive a consumer of any protection afforded by mandatory provisions of the law of the country or state in which the consumer is habitually resident, where applicable law grants such protection and does not permit it to be displaced by contract.

24.2 Personal jurisdiction and venue

Subject to Section 24.4, each party irrevocably consents to the exclusive personal jurisdiction and venue of: (a) the state courts of the Seventeenth Judicial Circuit in and for Broward County, Florida; or (b) the U.S. District Court for the Southern District of Florida, for any action or proceeding arising out of or relating to these Terms or the Services that is not otherwise required to proceed in another forum by applicable law. Each party waives any objection to venue or personal jurisdiction in those courts, including any objection based on inconvenient forum.

24.3 Waiver of jury trial

To the maximum extent permitted by applicable law, each party knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to these Terms or the Services. This waiver applies to business-to-business disputes between commercially sophisticated parties and does not apply to the extent a jury trial waiver is unenforceable against a consumer under applicable law.

24.4 Injunctive relief and intellectual property

Notwithstanding Section 24.2, either party may seek temporary or preliminary injunctive relief, or another provisional remedy, in any court of competent jurisdiction where necessary to prevent irreparable harm, including to protect its intellectual property rights or Confidential Information, pending resolution of the dispute in the forum described in Section 24.2.

24.5 Class action waiver

To the maximum extent permitted by applicable law, you and Novapro Lab each agree to bring a claim arising out of or relating to these Terms or the Services only in an individual capacity, and not as a plaintiff or class member in a purported class, collective, consolidated, or representative proceeding. This Section 24.5 does not apply to the extent a jurisdiction's applicable law does not permit a pre-dispute waiver of participation in a class or representative proceeding, or to a claim brought as a private attorney general to the extent that type of claim cannot be waived under applicable law.

25. Electronic communications

You consent to receive from us, electronically, this agreement, notices, disclosures, billing statements, and other communications related to the Services, at the email address associated with your account or through the Services. Electronic communications satisfy any legal requirement that a communication be in writing, to the extent permitted by applicable law, including the E-SIGN Act described in Section 1.1. You may withdraw this consent only by closing your account, since email is our primary means of providing required notices for the Services.

26. Assignment

You may not assign or transfer these Terms, or any right or obligation under them, without our prior written consent, except to a successor of all or substantially all of your business by merger, acquisition, or sale of assets, provided the successor agrees to be bound by these Terms and is not a direct competitor of Novapro Lab. We may assign these Terms without your consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets related to the Services. Any assignment in violation of this Section 26 is void. These Terms bind and benefit the parties and their permitted successors and assigns.

27. Force majeure

Neither party is liable for a failure or delay in performing its obligations under these Terms, other than a payment obligation for Services already provided, to the extent that failure or delay is caused by an event beyond that party's reasonable control, including a natural disaster, act of war or terrorism, civil unrest, labor dispute, governmental action, or a widespread failure of internet, telecommunications, or utility infrastructure not caused by that party.

28. Severability, waiver, and survival

28.1 Severability

If a court of competent jurisdiction holds a provision of these Terms unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect and reflect, as closely as possible, the parties' original intent.

28.2 Waiver

A party's failure to enforce a provision of these Terms is not a waiver of its right to do so later, and a waiver of a breach is not a waiver of a subsequent breach. A waiver is effective only if made in writing and signed by the waiving party.

28.3 Survival

The following provisions survive termination or expiration of these Terms for any reason, together with any other provision that by its nature should survive to give effect to its purpose: Section 3 (Definitions), Section 13.1 (Ownership of Customer Content), Section 15.3 (Effect of termination), Section 17 (Intellectual property), Section 18 (Confidentiality), and Sections 20 through 30 (Disclaimers, Limitation of liability, Indemnification, Export controls and international use, Governing law and dispute resolution, Electronic communications, Assignment, Force majeure, Severability/waiver/survival, Entire agreement, and Notices).

29. Entire agreement

These Terms, together with the Privacy Policy, Cookie Policy, Acceptable Use Policy, Cancellation and Refund Policy, and any applicable Order Form or Data Processing Addendum, constitute the entire agreement between you and Novapro Lab regarding the Services, and supersede all prior or contemporaneous agreements, proposals, or representations, written or oral, regarding the Services. Except for a signed Order Form that expressly states otherwise, no other document, purchase order, or communication modifies these Terms.

30. Notices

Notices to Novapro Lab under these Terms must be sent to: Novapro Lab LLC Attn: Legal 2579 SW 81st Ter. Unit 2587 Miramar, FL 33025, United States Email: contact@greatsalesai.com We will send notices to you at the email address associated with your account, or by posting the notice within the Services. A notice sent by email is deemed received on the date it is sent, and a notice posted within the Services is deemed received when posted, in each case unless the sending party has actual knowledge that delivery failed.

31. Changes to these Terms

We may modify these Terms from time to time to reflect changes in the Services, our business practices, or applicable law. We will post the updated Terms and revise the "Last updated" date, and, for a material change, provide additional notice by email or a prominent notice within the Services at least fifteen (15) days before the change takes effect, except where an immediate change is required to comply with applicable law or to address an imminent security or legal risk. Your continued use of the Services after a change takes effect constitutes your acceptance of the modified Terms. If you do not agree to a modified Terms, you must cancel your Subscription before the change takes effect, and your continued use after that date will be treated as acceptance.