THESE TERMS OF SERVICE (the “Agreement”) GOVERN YOUR RECEIPT, ACCESS TO, AND USE OF THE SERVICES PROVIDED BY Sales Guru Pro, INC. (“Sales Guru Pro”). BY (A) PURCHASING ACCESS TO THE SERVICE THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) SIGNING UP FOR A FREE OR PAID ACCESS PLAN FOR THE SERVICE VIA A PLATFORM THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“Customer”); SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR IF THE ENTITY DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. CAPITALIZED TERMS HAVE THE MEANINGS SET FORTH HEREIN. THE PARTIES AGREE AS FOLLOWS:1. The Service1.1 Service DescriptionSales Guru Pro owns and provides a cloud-based artificial intelligence service offering solutions for improveing sales skills. Anything the Customer (including Users) configures, customizes, uploads, or otherwise utilizes through the Service is considered a “User Submission.” Customer is solely responsible for all User Submissions it contributes to the Service. Additional terms regarding User Submissions, including ownership, are in Section 8.2 below. The Service may include templates, scripts, documentation, and other materials that assist Customer in using the Service (“Sales Guru Pro Content”). Customers will not receive or have access to the underlying code or software of the Service (collectively, the “Software”) nor receive a copy of the Software itself.1.2. Customer’s SubscriptionSubject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens agreed upon by the parties through Sales Guru Pro’s website or service portal that reference this Agreement and describe the business terms related to Customer’s subscription (“Order(s)”). All subscriptions are for the period described in the applicable Order (“Subscription Period”). Use of and access to the Service is permitted only for individuals authorized by the Customer and solely for Customer’s own internal business purposes, not for the benefit of any third party (“Users”).1.3. Sales Guru Pro’s OwnershipSales Guru Pro owns the Service, Software, Sales Guru Pro Content, Documentation, and anything else provided by Sales Guru Pro to the Customer (collectively, the “Sales Guru Pro Materials”). Sales Guru Pro retains all rights, title, and interest (including all intellectual property rights) in and to the Sales Guru Pro Materials, all related and underlying technology, and any updates, enhancements, modifications, or fixes thereto, as well as all derivative works of or modifications to any of the foregoing. No implied licenses are granted under this Agreement, and any rights not expressly granted to the Customer are reserved by Sales Guru Pro.1.4 PermissionsThe Service includes customizable settings allowing Users to grant permissions to other Users to perform various tasks within the Service (“Permissions”). It is solely the Customer's responsibility to set and manage all Permissions, including determining which Users can set such Permissions. Accordingly, Sales Guru Pro has no responsibility for managing Permissions and no liability for Permissions set by the Customer and its Users. The Customer may provide access to the Service to its Affiliates, in which case all rights granted and obligations incurred under this Agreement shall extend to such Affiliates. The Customer represents and warrants it is fully responsible for any breaches of this Agreement by its Affiliates and has the authority to negotiate this Agreement on behalf of its Affiliates. The Customer is also responsible for all payment obligations under this Agreement, regardless of whether the use of the Service is by the Customer or its Affiliates. Any claim by an Affiliate against Sales Guru Pro must be brought by the Customer, not the Affiliate. An “Affiliate” of a party means any entity directly or indirectly controlling, controlled by, or under common control with that party, where “control” means the ownership of more than fifty percent (50%) of the voting shares or other equity interests.2. Restrictions2.1 Customer’s ResponsibilitiesThe Customer is responsible for all activity on its account and those of its Users, except where such activity results from unauthorized access due to vulnerabilities in the Service itself. The Customer will ensure its Users are aware of and comply with the obligations and restrictions in this Agreement, bearing responsibility for any breaches by a User.2.2 Use RestrictionsThe Customer agrees not to, and not to permit Users or third parties to, directly or indirectly: (a) modify, translate, copy, or create derivative works based on the Service; (b) reverse engineer, decompile, or attempt to discover the source code or underlying ideas of the Service, except as permitted by law; (c) sublicense, sell, rent, lease, distribute, or otherwise commercially exploit the Service; (d) remove proprietary notices from the Service; (e) use the Service in violation of laws or regulations; (f) attempt unauthorized access to or disrupt the Service; (g) use the Service to support products competitive to Sales Guru Pro; (h) test the Service's vulnerability without authorization. If the Customer’s use of the Service significantly harms Sales Guru Pro or the Service’s security or integrity, Sales Guru Pro may suspend access to the Service, taking reasonable steps to notify the Customer and resolve the issue promptly.2.3. API Access RestrictionsSales Guru Pro may provide access to APIs as part of the Service. Sales Guru Pro reserves the right to set and enforce usage limits on the APIs, and the Customer agrees to comply with such limits. Sales Guru Pro may also suspend or terminate API access at any time.3. Third-Party ServicesThe Service may interface with third-party products, services, or applications that are not owned or controlled by Sales Guru Pro ("Third-Party Services"). Customers have the discretion to utilize these Third-Party Services in conjunction with our Service. Should the integration of the Service with any Third-Party Service require, customers will be responsible for providing their login information to Sales Guru Pro solely for the purpose of enabling Sales Guru Pro to deliver its Service. Customers affirm that they have the authority to provide such information without violating any terms and conditions governing their use of the Third-Party Services. Sales Guru Pro does not endorse any Third-Party Services. Customers acknowledge that this Agreement does not cover the use of Third-Party Services, and they may need to enter into separate agreements with the providers of these services. Sales Guru Pro expressly disclaims all representations and warranties concerning Third-Party Services. Customers must direct any warranty claims or other disputes directly to the providers of the Third-Party Services. The use of Third-Party Services is at the customer's own risk. Sales Guru Pro shall not be liable for any issues arising from the use or inability to use Third-Party Services.4. Financial Terms4.1 FeesCustomers are required to pay for access to and use of the Service as detailed in the applicable order ("Fees"). All Fees will be charged in the currency stated in the order or, if no currency is specified, in U.S. dollars. Payment obligations are non-cancellable and, except as explicitly stated in this Agreement, Fees are non-refundable. Sales Guru Pro reserves the right to modify its Fees or introduce new fees at its discretion. Customers have the option not to renew their subscription if they disagree with any revised fees.4.2 PaymentSales Guru Pro, either directly or through its third-party payment processor ("Payment Processor"), will bill the customer for the Fees using the credit card or ACH payment information provided by the customer. Sales Guru Pro reserves the right to charge the customer's credit card or ACH payment method for any services provided under the order, including recurring Fees. It is the customer's responsibility to ensure that Sales Guru Pro has current and accurate credit card or ACH payment information. Failure to provide accurate information may lead to a suspension of access to the Services. Sales Guru Pro also reserves the right to offset any Fees owed by the customer. If the customer pays through a Payment Processor, such transactions will be subject to the Payment Processor's terms, conditions, and privacy policies, in addition to this Agreement. Sales Guru Pro is not responsible for errors or omissions by the Payment Processor. Sales Guru Pro reserves the right to correct any errors made by the Payment Processor, even if payment has already been requested or received. If the customer authorizes, through accepting an order, recurring charges will be automatically applied to the customer's payment method without further authorization until the customer terminates this Agreement or updates their payment method.4.3 TaxesFees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, imposed by any jurisdiction (collectively, "Taxes"). Customers are responsible for paying all Taxes associated with their purchases. If Sales Guru Pro is obligated to pay or collect Taxes for which the customer is responsible, Sales Guru Pro will invoice the customer for such Taxes unless the customer provides Sales Guru Pro with a valid tax exemption certificate authorized by the appropriate taxing authority beforehand. For clarity, Sales Guru Pro is solely responsible for taxes based on its income, property, and employees.4.4 Failure to PayIf a customer fails to pay any Fees when due, Sales Guru Pro may suspend access to the Service until overdue amounts are paid. Sales Guru Pro is authorized to attempt charging the customer's payment method multiple times if an initial charge is unsuccessful. If a customer believes they have been incorrectly billed, they must contact Sales Guru Pro within sixty (60) days from the first billing statement showing the error to request an adjustment or credit. Upon receiving a dispute notice, Sales Guru Pro will review and provide the customer with a written decision, including evidence supporting this decision. If it is determined that the billed amounts are due, the customer must pay these amounts within ten (10) days of receiving Sales Guru Pro's written decision.5. Term and Termination5.1. Agreement Term and RenewalsSubscriptions to access and use Sales Guru Pro's service ("Service") commence on the start date specified on the applicable Order ("Subscription Start Date") and continue for the duration of the Subscription Period. Customers may opt not to renew their Subscription Period by notifying Sales Guru Pro at support@salesgurupro.com (provided that Sales Guru Pro confirms such cancellation in writing) or by modifying their subscription through the Customer’s account settings within the Service. This Agreement takes effect on the first day of the Subscription Period and remains effective for the duration of the Subscription Period stated on the Order, including any renewals of the Subscription Period and any period that the Customer is using the Service, even if such use is not under a paid Order ("Term"). If this Agreement is terminated by either party, it will automatically terminate all Orders. If a Customer cancels or chooses not to renew their paid subscription to the Service, the Customer's subscription will still be accessible but will automatically be downgraded to a version of the Service with reduced features and functionality that Sales Guru Pro offers to unpaid subscribers ("Free Version"). Should this Agreement be terminated by either Sales Guru Pro or the Customer, or should the Customer delete its workspace within the Service, access to the Free Version will be revoked.5.2. TerminationEither party may terminate this Agreement with written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after receipt of such notice. Sales Guru Pro may terminate a Customer's access to the Free Version at any time upon notice.5.3. Effect of TerminationIf the Customer terminates this Agreement due to an uncured breach by Sales Guru Pro, Sales Guru Pro will refund any unused, prepaid Fees for the remainder of the then-current Subscription Period. If Sales Guru Pro terminates this Agreement due to an uncured breach by the Customer, the Customer will pay any unpaid Fees covering the remainder of the then-current Subscription Period after the date of termination. No termination will relieve the Customer of the obligation to pay any Fees payable to Sales Guru Pro for the period prior to the effective date of termination. Upon termination, all rights and licenses granted by Sales Guru Pro will cease immediately, and the Customer will lose access to the Service. Within thirty (30) days of termination for cause, upon the Customer’s request, or if the Customer deletes its workspace within the Service, Sales Guru Pro will delete the Customer’s User Information, including passwords, files, and submissions, unless an earlier deletion is requested in writing. For Customers using the Free Version, Sales Guru Pro may retain User Submissions and User Information to facilitate continued use. Sales Guru Pro may delete all User Submissions and User Information if an account remains inactive for more than one (1) year.5.4. SurvivalSections titled “Sales Guru Pro's Ownership”, “Third-Party Services”, “Financial Terms”, “Term and Termination”, “Warranty Disclaimer”, “Limitation of Liability”, “Confidentiality”, “Data” and “General Terms” will survive any termination or expiration of this Agreement.6. Warranties and Disclaimers6.1. WarrantiesCustomers represent and warrant that all User Submissions submitted by Users comply with all applicable laws, rules, and regulations.6.2. Warranty DisclaimerEXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND SALES GURU PRO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMERS ACKNOWLEDGE THAT SALES GURU PRO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO THE EXTENT PROHIBITED BY LAW.7. Limitation of LiabilityNOTWITHSTANDING ANY PROVISION TO THE CONTRARY, SALES GURU PRO WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON THE USE OR ACCESS, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICE, LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, DATA CORRUPTION, OR SYSTEM FAILURES, REGARDLESS OF THE LEGAL THEORY. FURTHER, SALES GURU PRO'S TOTAL LIABILITY WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER SALES GURU PRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHST8. Confidentiality8.1 DefinitionEach party (the “Receiving Party”) recognizes that the other party (the “Disclosing Party”) may share business, technical, or financial information pertaining to the Disclosing Party’s operations that, due to the nature of the information and the context of disclosure, is reasonably considered confidential (“Confidential Information”)