Master Account Terms

1. ACCEPTANCE; RELATIONSHIP TO PRODUCT TERMS AND SOLUTION TERMS OF SERVICE

These TenthLoop Master Account Terms (the “Account Terms”) govern TenthLoop (the “Platform”), including the Account, login, and cross-Product and cross-Solution relationship, between Leovoid Technologies, Inc., a Delaware corporation (“Leovoid,” “we,” “us,” or “our”), and the individual or entity that registers for or holds a Leovoid Account (“Customer,” “you,” or “your”). These Account Terms apply wherever the Platform is made available, across all Leovoid-operated domains and subdomains, regardless of which Product, Solution, or Marketplace tool is being accessed. TenthLoop is a trademark owned by Leovoid or by an affiliate of Leovoid, and, where owned by an affiliate, Leovoid is authorized to use and operate the Platform under the TenthLoop name and mark pursuant to a license, affiliate, or subscription agreement with the trademark owner.

Leovoid offers multiple distinct product lines through a common Account and login (each, a “Product”). Each Product is governed by its own Terms of Service (each, “Product Terms”), and within a Product, Leovoid offers one or more solutions, modules, or offerings (each, a “Solution”), each governed by its own Terms of Service (each, “Solution Terms”) that supplement the applicable Product Terms. Creating or holding an Account, and matters common to all Products and Solutions — including registration, account security, roles and permissions, workspaces, marketplace purchases, general conduct, confidentiality, intellectual property, privacy, dispute resolution, downgrades, account deletion, data retention, and the other matters addressed below — are governed by these Account Terms. Accessing, subscribing to, or purchasing anything within a specific Product is additionally governed by that Product’s Product Terms, and, within it, the Solution Terms published for the specific Solution engaged, which govern that Product’s or Solution’s fees, plans, usage limits, and product-specific mechanics.

These Account Terms, the applicable Product Terms, and the applicable Solution Terms together form the Agreement between Customer and Leovoid with respect to that Product and Solution (together with any Service Terms Schedule, Tool Addendum, and Order Form and, where they apply to Customer’s activity, the Expert Network Terms and the Student and Veteran Program Terms described in Section 7.19, the “Agreement”). In the event of a conflict, the order of precedence is: (1) a mutually executed Order Form or master services agreement; (2) the applicable Service Terms Schedule or Tool Addendum; (3) the applicable Solution Terms; (4) the applicable Product Terms; (5) these Account Terms; (6) the Documentation. The Expert Network Terms and the Student and Veteran Program Terms are Platform-level supplements to these Account Terms; where either states that it controls, it does so solely with respect to the Expert Network or Program Pricing, respectively, and these Account Terms otherwise apply. Terms in any Customer-issued purchase order or similar document are void and of no effect.

By creating an Account, or by accessing or using the Site, any Product, any Solution, or any Marketplace tool in any manner, you accept these Account Terms. If you act on behalf of an entity, you represent that you have authority to bind that entity, and “you” refers to that entity. Each party represents and warrants that it has full power and authority to enter into the Agreement and perform its obligations, and that doing so does not conflict with any other obligation to which it is bound. If you do not agree to these Account Terms, you must not create an Account or use the Site, any Product, any Solution, or any Marketplace tool.

Website Browsing; Relationship to Website Terms of Use. General browsing of the public marketing pages of the Site — without creating an Account, signing in, or engaging a Product or Solution — is governed by the Leovoid Website Terms of Use published on the Site. Creating an Account or signing in is governed by these Account Terms; engaging a specific Product, Solution, or Marketplace tool is additionally governed by that Product’s, Solution’s, or Tool Addendum’s Terms. In the event of any conflict between these Account Terms and the Website Terms of Use with respect to the Account, any Product, or any Solution, these Account Terms control.

2. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting interests of such entity.

“Account” means the digital account created by or provided to Customer to access the Site, any Product, any Solution, and any Marketplace tool.

“Account Owner” or “Owner” has the meaning given in Section 5.1.

“Authorized Users” or “Users” means individuals authorized by Customer to access its Account under the roles and permissions applicable to them, as configured in accordance with Section 5 (Roles and Permissions), including employees, contractors, and agents of Customer. An individual who accesses Customer’s Account at the organization level through login credentials issued for that purpose, as described in Section 5.8, is an Authorized User and does not, by that access alone, hold or own a personal Account.

“Beta Services” means Services or features identified by Leovoid as beta, pilot, limited release, developer preview, evaluation, or similar description, offered for testing and feedback purposes and not guaranteed to become generally available; the specific scope of Beta Services for a given Product, Solution, or Marketplace tool is set out in that Product’s, Solution’s, or Tool Addendum’s Terms.

“Billing Cycle” means the period for which Fees for a Subscription or other recurring Offering are billed and prepaid, such as monthly or annual, as selected by Customer or specified in the applicable Order Form.

“Confidential Information” has the meaning given in Section 12.

“Credits” has the meaning given in Section 7.5.

“Credit Currency” has the meaning given in Section 7.5.

“Tokens” has the meaning given in Section 7.10.

“Token Currency” has the meaning given in Section 7.10.

“Consumer” means an individual who accesses or uses the Site, a Product, a Solution, or a Marketplace tool primarily for personal, family, or household purposes, as distinguished from a Customer acting for business, professional, or organizational purposes.

“Customer Content” means all content, data, information, and materials submitted to the Site, any Product, any Solution, or any Marketplace tool by or on behalf of Customer, including Customer Data.

“Customer Data” means all electronic data and information submitted by or on behalf of Customer to the Site, any Product, any Solution, or any Marketplace tool, including Personal Data as defined under applicable Data Protection Laws.

“Data Protection Laws” means all applicable privacy and data protection laws, including the EU General Data Protection Regulation (GDPR), the UK GDPR and Data Protection Act 2018, the California Consumer Privacy Act as amended (CCPA/CPRA) and other U.S. state privacy laws, the Brazilian LGPD, and PIPEDA (Canada).

“Documentation” means the user guides, help-center articles, specifications, plan descriptions, and explanatory materials published by Leovoid describing the features, limits, and use of the Site, any Product, any Solution, or any Marketplace tool.

“Fees” means all fees payable by Customer under the Agreement or an Order Form, in each case with respect to the applicable Product, Solution, or Marketplace tool.

“Free Services” means Services or features designated by Leovoid as free of charge, including any free plan tier of a Product or Solution; the specific scope and usage limits of Free Services for a given Product, Solution, or Marketplace tool are set out in that Product’s, Solution’s, or Tool Addendum’s Terms.

“Group” has the meaning given in Section 5.3.

“Intellectual Property Rights” means all worldwide rights in patents, copyrights, moral rights, trademarks, service marks, trade dress, logos, trade secrets, know-how, database rights, and all other proprietary rights recognized under applicable law.

“Malicious Code” means viruses, worms, time bombs, Trojan horses, ransomware, spyware, or other code, files, scripts, or programs intended to disrupt, disable, harm, or gain unauthorized access to systems, software, or data.

“Marketplace” means the in-Platform store through which Customer may purchase additional Products, Solutions, tools, add-ons, or capabilities offered by Leovoid for use within a Product or Solution or on a standalone basis, as further described in Section 7.

“Non-Leovoid Application” means any web-based, mobile, offline, or other software application, service, or platform provided by Customer or a third party that interoperates with the Site, any Product, any Solution, or any Marketplace tool, including payment, scheduling, authentication, and communications services.

“Order Form” means an ordering document, online checkout, subscription confirmation, or quotation executed or accepted by Customer and Leovoid specifying the offerings purchased, applicable Fees, and term, with respect to a given Product, Solution, or Marketplace tool.

“Product” and “Product Terms” have the meanings given in Section 1.

“Remediation” means implementation work performed as a separate work order under the Master Services Agreement and the accepted quotation or statement of work. Remediation may be purchased at any time, may address one or more Products, Solutions, or scan types, and may be ordered independently of any other Offering. The scope, prerequisites, and terms applicable to a given Remediation engagement are governed by the Master Services Agreement and its applicable exhibit or statement of work, together with any additional requirement or condition stated in the Terms of the Product(s) or Solution(s) to which the Remediation relates.

“Retainer” means a subscription to Leovoid’s Retainer program — a recurring services offering whose scope, tier structure, and specific inclusions may span multiple Products, Solutions, and scan types and are determined by the Retainer level Customer selects. The Retainer program, including what is and is not included at each level, is governed by the Master Services Agreement and its applicable exhibit, not by these Account Terms or by any single Product’s or Solution’s Terms; a Product’s or Solution’s Terms may address only the facilitation of Retainer billing and access through that Product’s or Solution’s portal.

“Sales Tax” means any sales, use, or similar transaction tax imposed by a U.S. state or local taxing authority on the sale of Offerings, as distinguished from value-added tax (VAT), goods and services tax (GST), or similar taxes imposed by taxing authorities outside the United States; Sales Tax is included within, and governed by the provisions applicable to, the broader term “Taxes.”

“Shared Access,” “Sharing Customer,” “Recipient Customer,” and “Shared Workspace” have the meanings given in Section 6.4.

“Share Cap” has the meaning given in Section 6.7.

“Sharing Limits” has the meaning given in Section 6.9.

“Site” means the Leovoid websites on which these Account Terms are posted, including associated subdomains, across all Leovoid-operated domains — including, without limitation, leovoid.com, leovoid.org, leovoidtechnologies.com, and tenthloop.com — and any other domain Leovoid now operates or later operates or acquires.

“Solution” and “Solution Terms” have the meanings given in Section 1.

“Tool Addendum” means a short-form supplemental terms document governing a specific Marketplace tool, as further described in Section 7.14.

“Trial Period” means any free trial period designated by Leovoid during which Customer may evaluate paid features of a Product, Solution, or Marketplace tool without charge, subject to the limitations described in that Product’s, Solution’s, or Tool Addendum’s Terms.

“Taxes” means all applicable sales, use, value-added (VAT), goods and services (GST), withholding, or similar taxes imposed by any governmental authority in connection with the Fees, excluding taxes on Leovoid’s net income.

“Workspace” means a tenant-separated environment within the Account, established by Customer to organize its Customer Content, data, and Users, which may be associated with one or more Products, Solutions, or Marketplace tools as configured by Customer, as further described in Section 6.

“AI Help Center” has the meaning given in Section 25.1.

“Platform Storage” has the meaning given in Section 29.1.

“Support Storage” has the meaning given in Section 29.2.

“Retention Storage Subscription” has the meaning given in Section 19.18.

“Expert Service” means an Expert Audit or other professional evaluation, audit, or advisory service offered through a Product or Solution, the scope, deliverables, and terms of which are defined by the Product Terms or Solution Terms applicable to the Product or Solution offering it.

“Demo Environment” means a publicly accessible environment, separate from a paid Account, in which an approved individual may access the Platform, the Site, a Product, a Solution, or a Marketplace tool for evaluation purposes under Section 31, without a Subscription.

“Free Trial” means a Trial Period during which an approved Customer is given access to a paid plan tier of the Platform, a Product, a Solution, or a Marketplace tool, governed by Section 32.

“Direct-Sale Client” means an individual or entity for whom Leovoid performs an Expert Service under Section 33 without that individual or entity holding, or being required to hold, an Account.

“White-Label Partner” means a Customer authorized under Section 34 to offer access to the Platform, the Site, a Product, or a Solution to its own end users under the Customer’s own branding.

“Expert Network” and “Expert Network Terms” have the meanings given in Section 7.19.

“Student and Veteran Program Terms” has the meaning given in Section 7.19, and “Program Pricing” has the meaning given in those terms.

3. LEOVOID RESPONSIBILITIES

3.1 Provision of the Site, Products, Solutions, and Marketplace Tools. Leovoid will (a) make each Product, Solution, and Marketplace tool Customer subscribes to available in accordance with the Agreement, the applicable Order Form, and the Documentation; (b) provide standard support at no additional charge, and upgraded support if separately purchased for a given Product, Solution, or Marketplace tool; (c) use commercially reasonable efforts to make the Site, each Product, each Solution, and each Marketplace tool available twenty-four hours a day, seven days a week, excluding (i) planned maintenance, for which Leovoid will provide advance electronic notice where practicable, and (ii) unavailability caused by events beyond Leovoid’s reasonable control as described in Section 20 (Force Majeure); and (d) provide the Site, each Product, each Solution, and each Marketplace tool in material compliance with laws generally applicable to Leovoid’s provision of SaaS services, without regard to Customer’s particular use case. Leovoid may perform its obligations directly or through Affiliates and authorized subcontractors, and remains responsible for their performance. Leovoid’s use of Affiliates or subcontractors does not create any contractual relationship between Customer and any such party, and no consent from or notice to Customer is required for their engagement or replacement; Customer’s sole recourse remains against Leovoid.

3.2 Protection of Customer Data. Leovoid will (a) implement and maintain administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, no less stringent than the measures it applies to its own confidential information; (b) not access, use, or disclose Customer Data except to provide the Site, a Product, a Solution, or a Marketplace tool, prevent or address service or technical problems, comply with legal obligations, or as expressly permitted by Customer; (c) ensure that personnel with access to Customer Data are bound by confidentiality obligations; (d) following termination or expiration of the Agreement or closure of the Account, handle Customer Data then remaining in the Account in accordance with Section 19 (Plan Changes, Account Deletion, and Data Retention), which governs Account, Product, Solution, Marketplace tool, and Workspace-level deletion events but does not apply to the voluntary deletion of a single item within an active Workspace (as defined by the data model of the applicable Product or Solution) while that Workspace, Customer’s Account, and the applicable Product or Solution otherwise remain active at the same tier, as further described in the scope provisions at the start of Section 19; and (e) notify Customer without undue delay of any confirmed unauthorized access to or disclosure of Customer Data, investigate, take reasonable mitigation steps, and provide information reasonably required for Customer’s legal and regulatory obligations; and (f) process Personal Data in accordance with the Privacy Policy, the Data Processing Agreement where applicable, and applicable Data Protection Laws.

3.3 Subcontractors and Personnel. Leovoid is responsible for the acts and omissions of its personnel, Affiliates, and subcontractors in performing the Agreement and will ensure they operate under confidentiality and data protection obligations no less protective than those in this Agreement. A current list of material subprocessors is published on the Site’s Data Subprocessors page.

4. ACCOUNTS, REGISTRATION, AND SECURITY

4.1 Registration. Customer must provide accurate, current, and complete registration information and keep it updated. Certain features across the Site, Products, Solutions, and Marketplace tools require a verified email address. In addition to registering directly, Leovoid may support signing in or registering through supported third-party identity providers (such as Google or Apple); where Customer elects to do so, Leovoid receives and uses the name, email address, and account identifier made available by that provider as necessary to create and authenticate the Account, subject to that provider’s own terms and privacy practices, and the email address associated with that provider’s account is treated as the Account’s registered email address for purposes of Section 4.4.

4.2 Account Responsibility. Customer is responsible for all activity under its Account, including the activity of its Authorized Users, and for ensuring Users comply with the Agreement. Accounts and credentials may not be shared beyond the seat and role entitlements applicable under Section 5 (Roles and Permissions), and may not be sold, transferred, or made available to third parties.

4.3 Customer Security Obligations. Customer is responsible for the security of its own networks, devices, systems, and browsers used to access the Site, any Product, any Solution, or any Marketplace tool, and will implement reasonable measures to protect credentials and prevent unauthorized access. Customer will notify Leovoid promptly upon becoming aware of any unauthorized access to or use of its Account. Leovoid is not liable for losses arising from unauthorized use of Customer’s credentials occurring before such notice, or from Customer’s failure to secure its own systems. The Site and each Product, Solution, and Marketplace tool are designed to be compatible with, and may prompt the use of, browser- and device-based password managers for storing and suggesting Account credentials to facilitate sign-in; Customer may use such tools at its own discretion, and Leovoid is not responsible for the security practices of any third-party password manager Customer elects to use.

4.4 One Account per Email Address. Each email address may be associated with only one Account at a time. Customer may release an email address for use with a different Account by changing the email address associated with an existing, active Account, which takes effect immediately. Where an Account has instead been scheduled for deletion, its associated email address remains reserved and unavailable for use with any other Account throughout the applicable Grace Period described in Section 19.16, and is released only upon the earlier of (a) expiration of that Grace Period, or (b) Customer’s election, at any point during the Grace Period, to delete the Account’s data immediately without retaining it, in accordance with Section 19.17. Leovoid may reject registrations using an email address already associated with an Account or still reserved under this Section. This Section governs the registration of Accounts only and does not restrict the use of an email address as the contact email of an Authorized User under Section 5.8, which is not an Account; an email address that has become associated with an Account under this Section may nonetheless remain the contact email of any number of Authorized Users, indefinitely, as described in Section 5.8.

4.5 General Practices Regarding Use and Storage. Leovoid may establish general practices and limits concerning use and storage of the Site, each Product, each Solution, and each Marketplace tool, including retention periods and storage allocations that may vary by Product, Solution, Marketplace tool, and plan tier. Leovoid may deactivate or delete Accounts that remain inactive for an extended period, with advance electronic notice where practicable, subject to Section 19 (Plan Changes, Account Deletion, and Data Retention). Leovoid has no responsibility for the deletion of, or failure to store, any Customer Content beyond the practices described in the Agreement.

4.6 Session Timeout and Device Limits. The Site and each Product, Solution, and Marketplace tool are configured, by default, to automatically log Customer out of a session following a period of inactivity, closure of the browser tab or window, quitting the browser, or restarting or shutting down the device, subject to the cookies and permissions in effect for that session; Customer may disable this default behavior or adjust its timing through Account settings. Automatic logout under this Section may result in the loss of unsaved changes, and Leovoid is not responsible for any data or work lost as a result. Customer’s Account may be signed in on multiple devices at the same time, but only one such session may be active at any given time; signing in on a new device may deactivate a previously active session on another device.

4.7 Identity Verification; Purposes. Leovoid may, at its discretion, require an individual or entity to verify their identity, or their authority to act on behalf of an Account, for any legitimate purpose, including: registering for or maintaining an Account; restoring, reactivating, or recovering access to an Account; investigating suspected fraud, unauthorized access, or a security incident; resolving a dispute over control of an Account; responding to a request from a payment processor, financial institution, or governmental authority; verifying a professional credential, an affiliation with an Account, or eligibility for a pricing program, where a Tool Addendum, the Expert Network Terms, or the Student and Veteran Program Terms so require; or complying with applicable law.

4.8 Verification Documents. Leovoid may request documentation reasonably necessary to complete a verification under Section 4.7. For an individual, this may include a government-issued identification document appropriate to that individual’s country (such as a passport, government identification card, driver’s license, or residency card), and a self-recorded verification video, submitted directly to Leovoid or through a third-party identity verification provider, to confirm the individual matches the submitted identification. For an entity, in addition to identification of the individual(s) acting on its behalf as described above, Leovoid may request documentation relating to the entity, which may include articles of association, organization, or incorporation, a certificate of formation, an EIN confirmation letter or equivalent tax registration document, a bank statement, a utility bill, a state or local business license, or other documentation establishing the entity’s existence, registration, or good standing. Leovoid may request other documentation reasonably necessary to complete a verification under the circumstances, beyond what is listed in this Section.

4.9 Consequences of Verification; Proportionate Response. Pending completion of a verification request under this Section, Leovoid may suspend or restrict access to the Account, or to a specific Product, Solution, or Service, and may decline to restore, reactivate, or grant recovery of access until verification is completed to Leovoid’s reasonable satisfaction. Leovoid may terminate the Account, or the affected Product, Solution, or Service, if the individual or entity fails to complete verification within a reasonable period after request, or if verification reveals that the individual or entity is not who they represent themselves to be, or is not authorized to act as represented. The scope of any suspension, restriction, or termination under this Section is proportionate to Leovoid’s good-faith assessment of the severity of the underlying concern, and may range from a restriction on a specific action to suspension of the entire Account.

4.10 Handling of Verification Documents. Documentation collected under this Section is used solely for the purpose of completing the applicable verification, is handled in accordance with the Privacy Policy, and is retained only for as long as reasonably necessary for that purpose and any related legal or compliance requirement.

4.11 Multi-Factor and Step-Up Authentication. Leovoid may offer, and Customer may enable, one or more additional authentication methods to verify a User’s identity beyond a password. These may include: (a) time-based authentication codes generated by a third-party or Leovoid-provided authenticator application, at Customer’s election; (b) one-time passcodes delivered through Leovoid’s own authenticator application, by SMS text message, by email, or through an approval request sent to another device on which the User is already signed in; (c) passkeys implemented through the User’s own operating system or browser-based credential manager; and (d) one-time backup recovery codes generated at the time these methods are set up. Leovoid may require completion of one or more of these methods not only to sign in, but also, at Leovoid’s discretion, as a step-up confirmation before completing a critical action within the Account.

4.12 Device-Based Biometric Authentication. Where a User’s device offers biometric authentication — such as a fingerprint or facial recognition scan — as part of signing in or approving a passkey, that biometric matching is performed entirely on the User’s own device, under the control of that device’s operating system. Leovoid does not receive, access, transmit, or store the underlying biometric data, and receives only a confirmation that the device’s own biometric check succeeded.

4.13 Loss of Access; Recovery. If Customer or a User loses access to all authentication methods described in Section 4.11, recovery of Account access is subject to the identity verification process described in Sections 4.7 through 4.10.

5. ROLES AND PERMISSIONS

5.1 Account Owner. The “Account Owner” or “Owner” is the individual who created the Account or who has been designated as Account Owner in accordance with the Documentation. The Account Owner has full access to, and final authority over, the Account and all Products, Solutions, and Marketplace tools within it, including billing, regardless of which User holds the payment or billing contact role, and regardless of the specific roles or permissions the Account Owner has assigned to other Users. Where these Account Terms or a Product’s or Solution’s Terms refer to an action taken “by Customer,” such action may be taken by the Account Owner or by any User to whom the Account Owner has assigned the applicable permission in accordance with this Section.

5.2 Default and Customizable Roles. Leovoid provides a default set of roles and associated permissions across the Site, Products, Solutions, and Marketplace tools, as published in the Documentation. The Account Owner, or a User holding the applicable permission granted under this Section, may modify the permissions associated with a default role, but may not delete a default role. The Account Owner, or a User holding the applicable permission, may create new, custom roles, and may modify or delete any custom role, including assigning distinct, individually customized permissions to specific Users. A User acting under this Section (other than the Account Owner) may not create, modify, or assign a role, permission, or Group that grants a level of access equal to or greater than that User’s own level, and may not modify or delete a role or Group then assigned to a User holding an equal or higher tier than their own, consistent with the hierarchy principle in Section 5.5. References in the Agreement to a role (such as “Admin”) describe the default configuration and do not limit the ability to modify default roles or to create, modify, or delete custom roles and permissions as described in this Section.

5.3 Groups. The Account Owner, or a User holding the applicable permission granted under this Section, may create one or more Groups, each consisting of a defined set of Users, and assign a role or a specific set of permissions to a Group, subject to the escalation limits in Section 5.2. Each User who is a member of a Group is granted the role or permissions assigned to that Group, in addition to any role or permissions separately assigned to that User individually. The Account Owner, or a User holding the applicable permission, may add Users to or remove Users from a Group, and may modify or delete a Group, at any time, subject to Section 5.2.

5.4 Permission-Gated Actions. Any action under the Agreement that these Account Terms or a Product’s or Solution’s Terms permit “Customer” to take — including subscribing, upgrading, downgrading, canceling, or purchasing through the Marketplace — may be taken by any User holding the applicable permission, whether assigned individually or through membership in a Group, as configured by the Account Owner under Sections 5.2 and 5.3, and is binding on Customer when taken by such a User, without regard to that User’s title. Leovoid is not responsible for verifying that a User taking such an action actually holds the corresponding permission as between Customer and its Users, and Customer is responsible for its own internal permission configuration.

5.5 Removal of Users; Hierarchy. A User holding permission to remove other Users may remove only a User holding a lower-tier role or permission level than their own, as configured under Sections 5.2 and 5.3, and may not remove a User at an equal or higher tier; the Account Owner may remove any User. Upon removing a User, the User who performed the removal will designate the recipient of the removed User’s data — which may be the User who performed the removal, another User, or the Account Owner — and that data will be transferred accordingly, subject to Section 19 (Plan Changes, Account Deletion, and Data Retention).

5.6 Notice to Removed or Demoted Users. A User who is removed from an Account or Workspace, or whose role or permissions are demoted, will receive an email notice stating the action taken. Whether the removed or demoted User is given the opportunity to export their own activity or data before transfer under Section 5.5 is at the discretion of the User or the Account Owner who performed the removal or demotion.

5.7 Cross-Product and Cross-Solution Access. Where Customer’s Account provides access to multiple Products or Solutions with different seat or User limits under their respective plans, Users are automatically granted access up to the lower of the applicable limits across the Products or Solutions concerned. Where one Product’s or Solution’s plan permits more Users than another’s, the Account Owner (or a User with the applicable permission) will be prompted to select which specific Users, up to the higher plan’s limit, are granted access to the Product or Solution with the higher limit; Users not selected retain access only to the Product(s) or Solution(s) for which their access was already granted. If Customer subsequently downgrades a Product or Solution such that its User limit is reduced, Customer must reduce the number of Users with access accordingly, in the manner described in Section 19.

5.8 Authorized User Access. Customer may invite an individual to access its Account as an Authorized User at the organization level, in accordance with this Section. (a) Nature of access. An Authorized User signs in to Customer’s Account with a username and password issued or set up for that Authorized User, and acts within the roles and permissions Customer assigns under Sections 5.2 and 5.3. An Authorized User does not own, open, or hold a personal Account by reason of that access, and the Account and its Customer Content remain Customer’s. (b) Contact email. Each Authorized User is associated with a contact email address, which Leovoid uses for communications, notifications, and password resets for that Authorized User. A contact email address is not required to be unique: the same email address may be the contact email of multiple Authorized Users, including Authorized Users of different Accounts. (c) Relationship to personal Accounts. An individual who is an Authorized User may separately register their own Account using the same email address. Once an email address is associated with a registered Account under Section 4.4, it may not be used to register any other Account, but it may remain the contact email of any number of Authorized Users indefinitely. (d) Credentials and password resets. A password reset for an Authorized User is performed through the contact email address on file for that Authorized User. Because a contact email address may be shared across Authorized Users, Customer is responsible for ensuring that the contact email address it enters for an Authorized User is accurate and is controlled only by the individual concerned, and for removing or updating the profile of any individual who should no longer have access. Leovoid may require additional verification or authentication under Sections 4.7 through 4.11 in connection with any sign-in, reset, or critical action. (e) Responsibility. Actions taken by an Authorized User are actions of Customer for purposes of Sections 4.2 and 5.4, and Customer is responsible for each Authorized User’s compliance with the Agreement. Removal of an Authorized User is governed by Sections 5.5 and 5.6.

6. WORKSPACES

6.1 General. A Workspace is a tenant-separated environment within the Account, as defined in Section 2. Customer may create one or more Workspaces, subject to the Workspace limits applicable to its plan under the relevant Product’s or Solution’s Terms. A Workspace may be associated with one or more Products, Solutions, or Marketplace tools, and the entities, Customer Content, and Users associated with a Workspace are organized within it as configured by Customer.

6.2 Same-Account Transfer Only. A Workspace, and the Customer Content and data within it, may be reallocated or transferred only to another Workspace within the same Account. Workspaces are not transferable to a different Account or a different Customer; making a Workspace available to another Customer’s Account through Shared Access under Section 6.4 provides access to the Workspace and does not transfer it. Where Customer intends for a different Account holder (for example, an end client of an agency Customer) to gain its own access to an asset, the applicable mechanism is that different Account holder’s own registration and, where applicable, domain verification with respect to that asset under the relevant Solution’s Terms, or Shared Access under Section 6.4, not a transfer of the Workspace itself.

6.3 Voluntary Workspace Deletion. Customer may voluntarily delete a Workspace at any time. Voluntary deletion of a Workspace is subject to the same reallocation and data-disposition process described in Section 19.15 (Workspace Reallocation and Disposition) as a Workspace dropped as a result of a downgrade, except that Customer may elect to proceed directly to the export, deletion, or storage options in Section 19.17 without first attempting reallocation.

6.4 Shared Access. A Customer (the “Sharing Customer”) may make a Workspace available to the Account of another Customer (the “Recipient Customer”) so that the Recipient Customer’s Users can switch between the Recipient Customer’s own Workspaces and that Workspace (a “Shared Workspace”) from within the Recipient Customer’s own Account (“Shared Access”). Shared Access operates between separate Accounts at the Workspace level, and is distinct from Authorized User access under Section 5.8, which operates within a single Customer’s Account at the organization level. Shared Access does not transfer ownership of the Workspace, its Customer Content, or any Registered Asset, all of which remain with the Sharing Customer, except for the files and media described in Section 6.8 that the Recipient Customer attaches or uploads from outside the Platform.

6.5 Invitation and Acceptance. Shared Access begins when the Sharing Customer, acting through a User holding the applicable permission under Section 5.4, sends an invitation and the Recipient Customer accepts it. A Recipient Customer must hold its own Account to accept; where the invited party has no Account, it will be prompted to register one first and may then accept the invitation. The Sharing Customer may withdraw an invitation before it is accepted. Invitations are sent to the address the Sharing Customer provides, and Leovoid is not responsible for an invitation directed to an incorrect address. By accepting, the Recipient Customer agrees that its use of the Shared Workspace is governed by the Agreement.

6.6 Sharing Customer’s Plan; Consumption. The Sharing Customer’s plan, and the features, tools, and Plan Limits it provides, apply to the Shared Workspace, and the Recipient Customer works within the Shared Workspace on the basis of that plan; the Recipient Customer’s own plan continues to govern the Recipient Customer’s own Workspaces. Credits, Tokens, and any other metered consumption incurred in a Shared Workspace, including for automated remediation and other credit-consuming actions, are charged to the Sharing Customer’s balances and billing configuration, including any Metered Credits or Auto-Reload the Sharing Customer has enabled, and not to the Recipient Customer.

6.7 Share Caps. The Sharing Customer may set, for any item or capacity that is subject to a Plan Limit or to consumption — including Registered Assets, Credits, and Platform Storage — a maximum quantity that the Recipient Customer may use in the Shared Workspace (a “Share Cap”). A Share Cap (a) applies to the Recipient Customer as a whole, as a single pooled limit shared by the Recipient Customer and all of its Authorized Users and other Users, and not separately per User; (b) is a ceiling and not a reservation — no capacity is set aside for the Recipient Customer, and the Recipient Customer may use up to its Share Cap only from the capacity that remains available to the Sharing Customer under the Sharing Customer’s own plan at the time, taking into account the Sharing Customer’s own use; and (c) may be increased or decreased by the Sharing Customer at any time, but never entitles the Recipient Customer to exceed the Sharing Customer’s own Plan Limits. Where an action would exceed a Share Cap or the Sharing Customer’s Plan Limit, the action is not completed and the Recipient Customer is directed to contact the Sharing Customer’s organization administrator to increase the Share Cap or upgrade the plan. Reducing a Share Cap below the Recipient Customer’s existing usage does not by itself delete existing items, but the Recipient Customer may not add further usage of that item until its usage is within the reduced cap.

6.8 Storage; Recipient Quotas; Users. All work product generated in or for a Shared Workspace — including Scans, Reports, Expert Audits and audit reports, and any other output produced through a Product, Solution, or Marketplace tool within it — is stored in, and counts against, the Platform Storage of the Sharing Customer, and is the Sharing Customer’s Customer Content, regardless of whether the Sharing Customer’s or the Recipient Customer’s User initiated it. Files and media that a Recipient Customer’s Users attach or upload to a Shared Workspace from outside the Platform are stored in, and count against, the Platform Storage of the Recipient Customer, and remain the Recipient Customer’s Customer Content. Where the Sharing Customer’s Platform Storage capacity is reached, the capacity-reached provisions of Section 29.4 apply to the Sharing Customer’s Platform Storage, and work product in the Shared Workspace cannot be generated until capacity is freed or added. Apart from storage, a Recipient Customer’s own account limits continue to apply to the Recipient Customer’s own resources. The number of the Recipient Customer’s Users who may access a Shared Workspace is governed by the seat or User limits of the Recipient Customer’s own plan. A Recipient Customer may grant its own Authorized Users and other Users access to a Shared Workspace, subject to the Share Caps, which apply as a pooled limit across all of them, and subject to any limits on roles and permissions the Sharing Customer configures for the Shared Workspace.

6.9 Sharing Limits. Leovoid may limit, by plan tier as published in the Documentation, (a) the number of Recipient Customers with which a single Workspace may be shared, and (b) the number of Shared Workspaces to which a single Customer may have access as a Recipient Customer (together, the “Sharing Limits”). Sharing Limits are Plan Limits, and the provisions of the applicable Product Terms, Solution Terms, and Section 19 governing Plan Limits, downgrades, and the reduction of usage apply to them.

6.10 Ending Shared Access. The Sharing Customer may revoke Shared Access at any time, and the Recipient Customer may end it at any time. Shared Access also ends if either Account is terminated or deleted, if the Shared Workspace is deleted or removed as a result of a downgrade or other plan change, or if Leovoid suspends or terminates Shared Access under Section 18 or Section 8. When Shared Access ends, the Recipient Customer loses access to the Shared Workspace and to the Sharing Customer’s Customer Content, including the work product generated in the Shared Workspace, and the Sharing Customer loses access to the files and media the Recipient Customer attached or uploaded from outside the Platform. Work product generated in the Shared Workspace remains the Sharing Customer’s, and the Recipient Customer retains only the copies of it, including audit reports, that it had already downloaded or exported before Shared Access ended, subject to the applicable Product Terms, Solution Terms, and Tool Addendum. The Recipient Customer’s own Customer Content is handled in accordance with Section 19 as to the Recipient Customer. Credits and other consumption charged to the Sharing Customer before Shared Access ended are not refundable by reason of its ending.

6.11 Responsibility for Shared Access. Leovoid is not a party to the arrangement between a Sharing Customer and a Recipient Customer, and each is responsible for its own decisions to share, accept, and use Shared Access and for the acts and omissions of its own Users. The Sharing Customer remains responsible for the authorization warranty and other representations applicable to the Registered Assets and Customer Content in the Shared Workspace, and a Recipient Customer receives no ownership or registration rights in them. Shared Access does not itself authorize the resale of any Product, Solution, or Marketplace tool, and may not be used to circumvent any Plan Limit, seat or User limit, Sharing Limit, or the eligibility requirements of any pricing program.

7. MARKETPLACE AND PURCHASES

7.1 The Marketplace. The Marketplace is the surface through which Customer may discover, subscribe to, and purchase (a) additional Products or Solutions not currently included in Customer’s Account, (b) additional tools, add-ons, and capabilities for use within a Product or Solution Customer already subscribes to, and (c) usage-based add-ons, including additional usage, tokens, credits, or additional Plan Limit capacity, as described in Section 7.4. As of the effective date of these Account Terms, all Marketplace offerings — whether a Product, a Solution, a tool, or a usage-based add-on — are provided directly by Leovoid; Leovoid does not currently permit third-party sellers to offer anything through the Marketplace. The Expert Network described in Section 7.19 is not part of the Marketplace, and the services that Experts offer through it are not Marketplace offerings. If Leovoid later permits third-party sellers, additional terms governing that arrangement will be published and will apply in addition to this Section. Subscribing to a new Product or Solution through the Marketplace is subject to that Product’s or Solution’s own Terms, which the Marketplace purchase flow presents for acceptance before the purchase completes.

7.2 Product- and Plan-Gated Availability. Certain Products, Solutions, tools, or other Marketplace offerings are available for purchase only if Customer’s Account already holds an active subscription to a specified qualifying Product or Solution at a specified plan tier. Where an offering is so gated, it is listed as an add-on on the relevant qualifying Product’s or Solution’s own page, and is not generally surfaced for purchase in the Marketplace until Customer’s Account holds the qualifying Product or Solution at the required plan tier. Customer may add a gated offering to its cart, but if the qualifying Product or Solution is not already active on Customer’s Account and is not included in the same order, checkout will not complete for that offering; other, non-gated items in the same cart are not affected and may still be purchased. This Section does not apply to a Retention Storage Subscription purchased under Section 19.18, which by design is available whether or not the underlying Product or Solution Subscription remains active.

7.3 Purchases; Cart and Checkout. Customer may add one or more Marketplace offerings — including Products, Solutions, tools, and usage-based add-ons — to a cart and complete checkout in a single transaction, subject to Section 7.2. Each Marketplace offering is a one-time purchase or a recurring Subscription, as stated for that offering at the time of purchase. A User must hold the applicable permission under Section 5.4 to complete a Marketplace purchase.

7.4 Usage Add-Ons: Tokens, Credits, and Additional Limits. Customer may purchase usage-based add-ons — including additional usage allowances, tokens, credits, or additional capacity above a Plan Limit — applicable to a specific Product, Solution, or tool that Customer already subscribes to. Unless otherwise stated at the time of purchase, a usage add-on under this Section is a one-time purchase applied to Customer’s then-current Billing Cycle only; any unused portion expires at the end of that Billing Cycle and does not carry forward into a subsequent Billing Cycle, and Customer must purchase a new usage add-on to obtain additional capacity in a later Billing Cycle. This Section does not apply to Credits or Tokens for a tool that does not require an underlying Subscription, which are instead governed by Sections 7.5 through 7.12.

7.5 Prepaid Credits; Scope and Pooling. Certain tools within the Marketplace operate on a prepaid Credit basis without requiring an underlying Subscription or plan. Customer prepays for a specific quantity of “Credits” applicable to a specific tool, app, Product, Solution, or the Platform generally, as determined by the terms published for that particular Credits currency (a “Credit Currency”) on the applicable pricing page or Documentation. Unless otherwise stated for a given Credit Currency, Credits are specific to the tool for which they were purchased and may not be used toward a different tool. Where a Credit Currency’s own terms permit it, Credits purchased under that Credit Currency may be pooled and drawn from a single combined balance across the tools, apps, Products, or Solutions to which that Credit Currency applies; pooling does not change how each purchase’s expiration is tracked, which remains governed by Section 7.6 regardless of whether the Credits have been pooled. Leovoid may offer discounted per-unit pricing on the purchase of Credits or Tokens based on the quantity purchased in a single transaction, structured in bands (for example, a lower per-unit rate for a purchase of 400–600 units than for a purchase of 800–1,200 units), as published on the applicable tool’s pricing page at the time of purchase. A discount band applies only to the specific purchase transaction to which it corresponds and does not retroactively apply to, or aggregate with, a separate purchase. Leovoid may modify discount bands and rates prospectively, consistent with Section 5.4 of the applicable Solution Terms. Credits and Tokens may be purchased either (a) at the Account level, in which case Customer may subsequently allocate the purchased balance to one or more Workspaces, or (b) directly within a specific Workspace, in which case the purchased balance is allocated to that Workspace from the outset. Customer may reallocate a Credit Currency's or Token Currency's balance between Workspaces, and between the Account level and a Workspace, at any time, subject to any pooling restrictions applicable to that Credit Currency or Token Currency under this Section.

7.6 Credit Expiration; Per-Purchase Basis. Credits are subject to an expiration period from the date of purchase, as stated on the applicable tool’s own page or in its Documentation (for example, thirty (30) days from purchase). Each purchase of Credits establishes its own expiration date measured from that purchase’s own date, independent of any other purchase of Credits for the same tool; Credits from an earlier purchase expire according to that purchase’s own date even if a later purchase of Credits for the same tool has since been made, and Credits from a later purchase expire according to that later purchase’s own date, consistent with how mileage or rewards programs commonly calculate expiration. Unless otherwise stated on the applicable tool’s page, Credits are consumed in the order in which they would otherwise expire, beginning with the Credits nearest to expiration. A tool may permit Credits that would otherwise expire under this Section to instead roll over, subject to any cap on the amount that may roll over and any limit on the number of times a given batch of Credits may roll over before it is no longer eligible to do so, in each case as stated in the Solution Terms, Schedule, or Tool Addendum applicable to that tool. Where a tool does not state that rollover is available, Credits expire under this Section without rollover. Reallocation of a Credit Currency's or Token Currency's balance between Workspaces, or between the Account level and a Workspace, under Section 7.5 does not affect the expiration date established under this Section for any given purchase.

7.7 Credit Balance Management; Metered Credits and Auto-Reload. Customer may view its Credit balance, purchase additional Credits at any time, and enable or disable “Metered Credits” for a tool. Metered Credits is disabled by default. Where Customer enables Metered Credits, Customer may consume Credits beyond its prepaid balance, with the excess billed in accordance with Section 7.9; Customer may configure preferences for Metered Credits, including a maximum allowance per Account, Workspace, or User. Leovoid may additionally offer an automatic reload feature ("Auto-Reload") for a Credit Currency or Token Currency. Where Customer enables Auto-Reload, Leovoid will automatically purchase additional Credits or Tokens, charged to Customer's payment method on file, to restore the balance to a target level Customer configures, upon the balance falling below a threshold Customer configures. Auto-Reload is disabled by default. A charge resulting from an Auto-Reload purchase is processed at the time of the reload, as a one-time purchase, and is not deferred to the Metered Billing Cycle described in Section 7.9. Auto-Reload, Metered Credits, and any other configurable preset applicable to a Credit Currency or Token Currency under this Section may each be configured independently at the Account level or for a specific Workspace, and the configuration options available at the Workspace level are the same as those available at the Account level.

7.8 Insufficient Balance; Partial Execution. Where Metered Credits is disabled and Customer initiates an action that would require more Credits than Customer’s then-current balance, the action proceeds to the extent Customer’s available balance allows, consuming the entire available balance, and Customer is presented with the option to either enable Metered Credits or purchase additional Credits to complete the remaining, unfulfilled portion of the action. Where Auto-Reload is enabled but a reload attempt fails, including due to a declined or unavailable payment method, this Section governs the resulting insufficient balance in the same manner as if Auto-Reload had not been enabled.

7.9 Metered Billing Cycle. Where Metered Credits or metered Tokens result in a charge under this Section, that charge is billed on the first calendar day of the month for Customer’s Subscriptions on an annual Billing Cycle, or on the applicable renewal date for Customer’s Subscriptions on a monthly Billing Cycle. Where Customer holds no other Subscription to align this billing to, the Anchor Date described in Section 19.2 governs the timing of this billing instead.

7.10 Tokens. Certain tools may additionally require “Tokens,” priced separately from Credits, in connection with the use of a large language model or other AI model. Customer may elect to (a) connect and use its own model or provider, in which case token consumption is processed through, and charged by, Customer’s own connected provider and not by Leovoid, or (b) use a model Leovoid provides, in which case Leovoid charges Customer for Token usage at the rate published on the applicable tool’s page. Where Leovoid provides Tokens using a third-party large language model or provider, the Fees charged to Customer include that third party’s underlying cost together with any markup Leovoid applies, as reflected in the published rate. Tokens are subject to the same scope, pooling, metering, expiration, and billing-cycle provisions applicable to Credits under Sections 7.5 through 7.9, applied to Tokens and, where a particular Tokens currency is at issue, that currency (a “Token Currency”), in the same manner as those Sections apply to Credits and a Credit Currency.

7.11 Facilitated Third-Party Model Connections. Where Leovoid has an integration agreement with a third-party large language model provider, Leovoid may, in its discretion, facilitate guided account creation or account linking for that provider directly through the Platform. Use of a third-party provider connected under this Section, whether newly created or linked from an existing account, is a Non-Leovoid Application and is governed by that provider’s own terms and policies, consistent with Section 10.4.

7.12 Credit and Token Grants. Leovoid may, from time to time and in its discretion, grant Customer Credits or Tokens at no charge for use toward a specific tool, including as an incentive for an action Leovoid designates as eligible, such as submitting a review, providing feedback, or completing a survey (collectively, “Promotional Credits”). The specific actions eligible for a grant, and the amount granted, are as published by Leovoid or communicated to Customer at the time the opportunity is offered, and are subject to change or discontinuation by Leovoid at any time before Customer completes the qualifying action. Promotional Credits are non-refundable, have no cash value, are non-transferable, and are subject to the promotional and temporary adjustment provisions of the applicable Solution Terms. Where an Account holds both Promotional Credits and Credits or Tokens purchased for value (“Purchased Credits”) within the same Credit Currency or Token Currency, Promotional Credits are consumed before Purchased Credits, regardless of the order in which they were added to the Account balance, and independent of the expiration-order rule in Section 7.6, which continues to govern the order of consumption within each category.

7.13 Billing Consolidation for Recurring Purchases. Where Customer purchases a recurring Product, Solution, or tool Subscription through the Marketplace while Customer holds another active Subscription, the Fees for the new Subscription are consolidated into Customer’s existing billing, prorated for the remainder of the then-current Billing Cycle and following the Billing Cycle of the oldest active Subscription on the Account going forward, consistent with Section 24 (Taxes) and the billing-consolidation provisions of the applicable Product or Solution Terms. A one-time Marketplace purchase, including a usage add-on under Section 7.4, is charged in full at the time of purchase and is not part of any recurring Billing Cycle.

7.14 Tool Addenda. Certain Marketplace tools are governed by a Tool Addendum — a short-form supplemental terms document describing that tool’s functionality, its relationship to the Schedule or Solution it enhances, and any tool-specific limits or requirements. A Tool Addendum is incorporated into, and supplements, the Solution Terms of the Solution to which it relates, and does not itself constitute a separate Solution.

7.15 Refunds. A Marketplace purchase is subject to the refund provisions of whichever document governs the specific offering purchased — the applicable Product Terms for a Product subscription, the applicable Solution Terms for a Solution subscription, the applicable Service Terms Schedule for a scan-type or module variant, or the applicable Tool Addendum for a tool or usage-based add-on. Absent a specific refund provision in the applicable document or elsewhere in the Agreement, all Fees for a Marketplace purchase are non-refundable.

7.16 Usage Notifications. Leovoid may, but is not obligated to, notify Customer as its usage approaches a Plan Limit and present options to purchase additional capacity or upgrade its plan. Such notifications are a courtesy and are not a guaranteed feature of any plan; Customer remains solely responsible for monitoring its own usage against its Plan Limits regardless of whether such notifications are provided.

7.17 Billing History and Invoices. Customer may access its billing history — including past payments, invoices, service requests, and estimates — through its billing area, and may download past invoices, subject to a lookback period specified in the Documentation.

7.18 Marketplace Tool Discontinuation. Leovoid may discontinue a Marketplace tool in its entirety, or any module, component, or feature of it, at any time, with reasonable advance notice given through the Documentation, by email to the address associated with the Account, or by in-Platform notification. Where Leovoid discontinues a Marketplace tool in its entirety, then, as of the effective date of discontinuation: (a) the tool ceases to be available, and any recurring Subscription for it ends; (b) for fees Customer prepaid for the discontinued tool that cover a period after the effective date, or unexpired Credits or Tokens purchased for value that are specific to the discontinued tool and unused as of that date, Leovoid will issue Customer an account credit equal to the value of the unused portion, which Customer may apply toward future purchases through the Platform on the terms that apply to account credits under the applicable Solution Terms; the account credit is Customer’s sole remedy for the unused portion, and it is not payable as a refund to the original payment method or in cash; and Promotional Credits for the tool are forfeited; (c) Customer is responsible for removing or deactivating any connector, plugin, extension, or other component of the tool installed in Customer’s own environments, and for the continued operation of those environments after discontinuation; and (d) changes already made through the tool before the effective date are not reversed by the discontinuation. Discontinuation under this Section is not a breach of the Agreement, Leovoid has no obligation to provide a replacement tool, and the data handling provisions of Section 19 apply to Customer Data associated with the discontinued tool. A Tool Addendum may state additional provisions for the tool it governs, which apply together with this Section.

7.19 Expert Network; Pricing Programs. (a) Expert Network. Leovoid may operate the Leovoid Expert Network, a venue through which Experts and Clients find one another, communicate, and engage with each other (the “Expert Network”), which is governed by the Expert Network Terms published on the Site (the “Expert Network Terms”) as a Platform-level supplement to these Account Terms. The Expert Network is separate from the Marketplace: the services that Experts offer through it are offered by those Experts and not by Leovoid, and the Expert Network does not make any Expert a third-party seller of a Product, Solution, tool, or add-on in the Marketplace. Section 7.18 does not apply to the Expert Network, which Leovoid may modify or discontinue as the Expert Network Terms provide. (b) Pricing Programs. Leovoid may offer pricing programs, including the Leovoid Student Program and the Leovoid Veteran Program, under which verified individuals may receive pricing on Leovoid’s Offerings that differs from standard published pricing. Those programs are governed by the Student and Veteran Program Terms published on the Site (the “Student and Veteran Program Terms”) as a Platform-level supplement to these Account Terms, and eligibility is subject to the verification described in those terms and in Sections 4.7 through 4.10. A Customer that does not meet a program’s eligibility requirements, or whose eligibility ends, is charged standard pricing as those terms provide.

8. ACCEPTABLE USE; PROHIBITED CONDUCT

8.1 Prohibited Conduct. Customer will not, and will not permit any User or third party to: (a) use the Site, any Product, any Solution, or any Marketplace tool in violation of any applicable law or regulation, or for any unlawful, harmful, fraudulent, infringing, defamatory, obscene, or abusive purpose; (b) upload, transmit, or make available any content that infringes any intellectual property or proprietary right, contains Malicious Code, or publicly discloses personal information of any third party without authorization; (c) impersonate any person or entity, misrepresent affiliation with any person or entity, or forge headers or identifiers to disguise the origin of any content or request; (d) interfere with, disrupt, damage, disable, overburden, or impair the Site, any Product, any Solution, or any Marketplace tool, or connected networks, or circumvent any usage limit, quota, security control, or access restriction; (e) probe, scan, or test the vulnerability of any Leovoid system, except to the extent expressly authorized under the Terms of a Product or Solution designed for that purpose; (f) access the Site, any Product, any Solution, or any Marketplace tool by any means other than interfaces provided by Leovoid, or launch any automated system that places an unreasonable load on Leovoid infrastructure; (g) copy, modify, translate, create derivative works of, disassemble, decompile, reverse engineer, or otherwise attempt to derive the source code or underlying methodology of the Site, any Product, any Solution, or any Marketplace tool, except to the limited extent such restriction is prohibited by law; (h) sell, resell, rent, lease, sublicense, distribute, frame, mirror, or otherwise commercially exploit the Site, any Product, any Solution, or any Marketplace tool, or include them in any service bureau or outsourcing arrangement, except as expressly permitted under a written partner, agency, or white-label agreement with Leovoid; (i) access or use the Site, any Product, any Solution, or any Marketplace tool to develop, build, train, benchmark, or market a product or service that competes with it, or copy any ideas, features, functions, workflows, or graphics of it; (j) remove, obscure, or alter any proprietary notices; (k) use the Site, any Product, any Solution, or any Marketplace tool to store or transmit material in violation of third-party privacy rights; or (l) engage in spamming, flooding, harassment, stalking, or collection of personal data about other users.

8.2 Enforcement. Any violation of this Section is a material breach. Leovoid may (but has no obligation to) monitor use of the Site, each Product, each Solution, and each Marketplace tool for compliance. Leovoid may access, preserve, and disclose Account information and Customer Content where reasonably necessary to (a) comply with legal process, (b) enforce the Agreement, (c) respond to claims that Content violates third-party rights, (d) provide support at Customer’s request, or (e) protect the rights, property, or safety of Leovoid, its customers, or the public, in each case consistent with the Privacy Policy and Leovoid’s Subpoena Response Policy.

8.3 Removal Obligations. If Customer receives notice — from Leovoid, a rights holder, or a governmental authority — that any Customer Content or Non-Leovoid Application must be removed, modified, or disabled to comply with law or third-party rights, Customer will promptly do so. If Customer fails to comply, Leovoid may disable access to the applicable Content or integration and, where requested, Customer will provide written confirmation of permanent deletion, which Leovoid may share with the relevant claimant or authority.

9. AI TRAINING RESTRICTIONS; NO AUTOMATED SCRAPING

9.1 Definitions. “Automated Scraping” means the use of any robot, spider, crawler, scraper, harvesting tool, data-extraction tool, script, or similar automated method to access, extract, copy, or collect content or data. “AI Training” means using content or data to train, fine-tune, ground, evaluate, benchmark, or otherwise develop or improve any machine-learning or artificial-intelligence model or system.

9.2 Prohibited Conduct. Except as expressly authorized in writing by Leovoid, Customer shall not, and shall not permit, assist, or enable any third party to: (a) engage in Automated Scraping of the Site, any Product, any Solution, any Marketplace tool, Reports or other outputs, or any Leovoid content or data; (b) use the Site, any Product, any Solution, any Marketplace tool, or any Leovoid content or data for AI Training; or (c) reproduce outputs of the Site, any Product, any Solution, or any Marketplace tool at scale for incorporation into any dataset or corpus.

9.3 Permitted Uses. This Section does not prohibit (a) standard indexing by general-purpose search engines operating in accordance with applicable robots.txt directives and posted access controls, or (b) Customer’s ordinary use of its own outputs within its organization and with its own clients as permitted by the applicable Product Terms, Solution Terms, or Tool Addendum.

9.4 Enforcement. Violation of this Section is a material breach causing irreparable harm. Leovoid may immediately suspend or terminate access and pursue all available remedies, including injunctive relief, without the necessity of posting bond.

10. CUSTOMER CONTENT AND DATA; NON-LEOVOID APPLICATIONS

10.1 Ownership; License to Leovoid. As between the parties, Customer retains all right, title, and interest in Customer Content. Customer represents that it has all rights necessary in Customer Content to grant the license below. Customer grants Leovoid, its Affiliates, and authorized subcontractors a worldwide, limited-term, non-exclusive, royalty-free license to host, copy, process, transmit, display, and reproduce Customer Content, Customer Data, and any program code or configurations created by or for Customer within the Site, any Product, any Solution, or any Marketplace tool, solely to the extent necessary to provide, maintain, secure, support, and improve the Site, Products, Solutions, and Marketplace tools and to comply with law. Except for the limited licenses granted herein, Leovoid acquires no right, title, or interest in Customer Content.

10.2 Aggregated Data. Leovoid may generate and use aggregated, de-identified data derived from use of the Site, any Product, any Solution, or any Marketplace tool for analytics, benchmarking, security, and product improvement, provided such data does not identify Customer or any User.

10.3 Customer Data Responsibilities. Customer is solely responsible for the accuracy, quality, integrity, and legality of Customer Data, the means by which it was acquired, and its use with the Site, any Product, any Solution, or any Marketplace tool, including securing any consents required under applicable Data Protection Laws for materials Customer submits.

10.4 Non-Leovoid Applications. The Site, any Product, any Solution, or any Marketplace tool may reference, link to, integrate with, or depend on Non-Leovoid Applications, including payment processing, scheduling, communications, and authentication providers. Any acquisition or use of a Non-Leovoid Application, and any exchange of data between Customer and its provider, is solely between Customer and that provider. Leovoid makes no representations or warranties regarding Non-Leovoid Applications and is not responsible for any disclosure, modification, corruption, or deletion of Customer Data resulting from access by a Non-Leovoid Application or its provider. If Customer elects to use a Non-Leovoid Application, Customer authorizes Leovoid to allow the application and its provider to access Customer Data as reasonably necessary for interoperation. Leovoid may modify, suspend, or discontinue integration features at any time; unavailability of any specific integration does not constitute a breach of the Agreement and does not relieve Customer of payment obligations. Payment card data is handled by Leovoid’s payment processors and is not stored on Leovoid’s servers.

11. INTELLECTUAL PROPERTY; FEEDBACK; MARKS

11.1 Reservation of Rights. Leovoid, its Affiliates, licensors, and content providers retain and reserve all right, title, and interest in and to the Site, each Product, each Solution, each Marketplace tool, the underlying technology, methodologies, workflows, interfaces, Documentation, and all associated Intellectual Property Rights. No rights are granted to Customer other than those expressly set forth in the Agreement, including the applicable Product or Solution Terms; any rights not expressly granted are withheld. Licenses to any deliverable specific to a Product, Solution, or Marketplace tool (such as reports or other outputs) are governed by that Product’s, Solution’s, or Tool Addendum’s Terms.

11.2 Marks. The Leovoid name, and the name and mark of each Platform, Product, and Solution — whether or not specifically named in these Account Terms, the applicable Product Terms or Solution Terms, or elsewhere — together with all related logos and marks (collectively, the “Leovoid Marks”), are trademarks owned by Leovoid or by an affiliate of Leovoid, and, where owned by an affiliate, Leovoid is authorized to use and operate under those names and marks pursuant to a license, affiliate, or subscription agreement with the trademark owner. No right or license to use a Leovoid Mark is granted except as expressly stated in a written agreement.

11.3 Feedback. Customer grants Leovoid and its Affiliates a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use, disclose, reproduce, distribute, and incorporate into the Site, any Product, any Solution, or any Marketplace tool any ideas, feedback, suggestions, enhancement requests, or corrections provided by Customer or its Users, without restriction, attribution, or compensation. Feedback is provided voluntarily.

11.4 Government Use. The Site and each Product, Solution, and Marketplace tool are commercial computer software and commercial items. Governmental customers receive only the rights expressly granted in the Agreement; any additional rights must be negotiated in a mutually executed addendum.

11.5 Survival. The provisions of this Section, including Leovoid’s ownership, the licenses granted, and the restrictions on use, survive expiration or termination of the Agreement.

12. CONFIDENTIALITY

12.1 Definition. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), in any form, that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Customer’s Confidential Information includes Customer Data and any unpublished deliverables from a Product, Solution, or Marketplace tool. Leovoid’s Confidential Information includes the Site, each Product, each Solution, each Marketplace tool, Documentation, security information, methodologies, and the terms and pricing of custom Order Forms. Confidential Information excludes information that (a) is or becomes publicly known without breach, (b) was rightfully known to the Receiving Party without restriction before disclosure, (c) is rightfully received from a third party without breach of any obligation, or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

12.2 Protection. The Receiving Party will (a) not use the Disclosing Party’s Confidential Information for any purpose outside the scope of the Agreement; (b) not disclose it except as expressly permitted; and (c) limit access to Affiliates, employees, advisors, and contractors who need to know and are bound by obligations no less protective, using at least the same degree of care it uses for its own similar information and never less than reasonable care.

12.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or valid legal process, provided it gives prompt notice where legally permitted and reasonably cooperates, at the Disclosing Party’s expense, in any effort to contest or limit disclosure, consistent with Leovoid’s Subpoena Response Policy.

12.4 Duration; Remedies. Confidentiality obligations survive termination for five (5) years, and indefinitely for trade secrets, source code, and security information, until such information enters the public domain without fault of the Receiving Party. Unauthorized use or disclosure of Confidential Information may cause irreparable harm, and the Disclosing Party is entitled to seek injunctive relief in addition to all other remedies, without the necessity of posting bond.

13. PRIVACY AND DATA PROTECTION

Leovoid’s collection and processing of personal data is described in the Privacy Policy, and its use of cookies and similar technologies is described in the Cookie Policy, both published on the Site and incorporated by reference. Where Leovoid processes Personal Data on Customer’s behalf as a processor or service provider, the Data Processing Agreement (including Standard Contractual Clauses where applicable) governs such processing, including the general treatment of data import and export requests; specific import/export mechanics for a given Product, Solution, or Marketplace tool are addressed in the Data Processing Agreement and, where applicable, that Product’s, Solution’s, or Tool Addendum’s Documentation. Each party will comply with Data Protection Laws applicable to its role.

14. DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH IN THE APPLICABLE PRODUCT OR SOLUTION TERMS, THE SITE, EACH PRODUCT, AND EACH SOLUTION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND LEOVOID, ITS AFFILIATES, AND LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY LAW. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE, ANY PRODUCT, OR ANY SOLUTION IS ACCESSED AT CUSTOMER’S OWN DISCRETION AND RISK, AND CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS SYSTEMS OR LOSS OF DATA THAT RESULTS FROM DOWNLOADING SUCH MATERIAL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME EXCLUSIONS MAY NOT APPLY. CONSUMERS MAY HAVE STATUTORY RIGHTS THAT CANNOT BE WAIVED.

15. LIMITATION OF LIABILITY

15.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND — INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES — ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15.2 AGGREGATE CAP. THE TOTAL CUMULATIVE LIABILITY OF LEOVOID, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND CONTRACTORS (THE “LEOVOID PARTIES”) ARISING OUT OF OR RELATING TO THE AGREEMENT WITH RESPECT TO A GIVEN PRODUCT OR SOLUTION WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO LEOVOID FOR THAT PRODUCT OR SOLUTION DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR, FOR FREE OR TRIAL ACCESS, THE AMOUNT STATED IN THAT PRODUCT’S OR SOLUTION’S TERMS (OR, IF NONE IS STATED, ONE HUNDRED U.S. DOLLARS (US $100)). WHERE A CLAIM RELATES TO THE ACCOUNT GENERALLY RATHER THAN A SPECIFIC PRODUCT OR SOLUTION, THE CAP IS THE TOTAL FEES PAID ACROSS ALL PRODUCTS AND SOLUTIONS DURING THAT PERIOD. CUSTOMER ACKNOWLEDGES THAT THIS LIMITATION IS AN ESSENTIAL BASIS OF THE BARGAIN.

15.3 Exceptions. The limitations in this Section do not apply to: (a) Customer’s payment obligations under any Product or Solution Terms; (b) either party’s indemnification obligations under Section 16; (c) Customer’s breach of Sections 8, 9, 11, or 12; or (d) liability that cannot be excluded or limited under applicable law, including liability for fraud, willful misconduct, or gross negligence where non-excludable.

16. MUTUAL INDEMNIFICATION

16.1 By Leovoid. Leovoid will defend, indemnify, and hold harmless Customer against any third-party claim alleging that the Site, a Product, a Solution, or a Marketplace tool, when used in accordance with the Agreement, infringes or misappropriates such third party’s Intellectual Property Rights (a “Claim Against Customer”), and will pay damages, settlement amounts approved by Leovoid, and reasonable attorneys’ fees finally awarded against Customer arising from such Claim. If a Claim Against Customer arises or is likely, Leovoid may, at its option and expense: (a) modify or replace the affected Site, Product, Solution, or Marketplace tool feature to be non-infringing; (b) procure the right for continued use; or (c) terminate the affected Order on thirty (30) days’ notice and refund prepaid Fees for the unused portion of the term. Leovoid has no obligation for claims arising from (i) combination with products, data, or processes not provided or authorized by Leovoid, where the Site, Product, Solution, or Marketplace tool alone would not infringe; (ii) modifications made by anyone other than Leovoid; (iii) Free Services, Trials, or Beta Services; or (iv) Customer’s breach of the Agreement.

16.2 By Customer. Customer will defend, indemnify, and hold harmless the Leovoid Parties against any third-party claim, demand, action, or proceeding, and all resulting liabilities, damages, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to: (a) Customer Content or Customer Data; (b) Customer’s breach of the Agreement; (c) Customer’s use of Non-Leovoid Applications; and (d) Customer’s violation of applicable law or the rights of any third party. The applicable Product Terms, Solution Terms, or Tool Addendum may extend this obligation to additional claims specific to that Product, Solution, or Marketplace tool.

16.3 Procedure. Each party’s indemnification obligations are conditioned on the indemnified party (a) promptly notifying the indemnifying party of the claim in writing; (b) granting the indemnifying party sole control of the defense and settlement, provided no settlement imposes non-monetary obligations or admissions on the indemnified party without its consent and any settlement fully releases the indemnified party; and (c) providing reasonable cooperation at the indemnifying party’s expense.

16.4 Exclusive Remedy. This Section states each party’s sole liability and the other party’s exclusive remedy for third-party intellectual property infringement or misappropriation claims.

17. DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER; GOVERNING LAW

17.1 Informal Resolution. The parties will first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to the Agreement (a “Dispute”) through direct discussions within thirty (30) days of written notice of the Dispute.

17.2 Binding Arbitration. Any Dispute not resolved informally will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or, for Disputes involving Consumers, its Consumer Arbitration Rules), by a single arbitrator, seated in Wilmington, Delaware, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Discovery will be limited to that which is proportionate to the amount and issues in dispute, and the arbitrator may award monetary sanctions for unreasonable delay or discovery abuse. Each party bears its own costs, and the parties share arbitrator fees equally except as otherwise required by applicable Consumer Arbitration Rules or law; the arbitrator may award costs and fees to the prevailing party in proceedings to enforce payment obligations or where permitted by law.

17.3 CLASS ACTION WAIVER; JURY WAIVER. ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PARTY. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY LAW.

17.4 Exceptions. Either party may (a) seek temporary or preliminary injunctive relief in the state or federal courts located in New Castle County, Delaware to protect Intellectual Property Rights or Confidential Information, and (b) bring an individual claim in small claims court where eligible. Consumers may have the right to opt out of arbitration within thirty (30) days of first acceptance by written notice to Leovoid’s legal contact address, to the extent required by applicable law.

17.5 Governing Law; Venue. The Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to this Section, the exclusive venue for permitted court proceedings is the state and federal courts located in New Castle County, Delaware, and each party consents to personal jurisdiction there. Nothing in the Agreement deprives any Consumer of the protection of mandatory provisions of the consumer protection law of the jurisdiction in which the Consumer resides that cannot be derogated from by agreement.

18. TERMINATION OF ACCOUNT

18.1 Termination for Cause. Leovoid may suspend or terminate Customer’s Account, in whole or with respect to any Product, Solution, or Marketplace tool, immediately and with notice where practicable, where: (a) Leovoid reasonably believes Customer has violated Sections 8, 9, 11, or 12; (b) continued provision would create security risk or legal exposure for Leovoid, its infrastructure, or other customers; (c) required by law; or (d) as otherwise provided in the applicable Product Terms, Solution Terms, or Tool Addendum, including for non-payment. Either party may terminate the Agreement with respect to a given Product, Solution, or Marketplace tool for material breach not cured within thirty (30) days of written notice, as further addressed in that Product’s, Solution’s, or Tool Addendum’s Terms.

18.2 Effect of Termination. Upon termination of the Account or of access to a given Product, Solution, or Marketplace tool, the corresponding rights granted to Customer cease. Customer Data remaining at that time is handled in accordance with Section 19 (Plan Changes, Account Deletion, and Data Retention). No termination relieves Customer of the obligation to pay Fees accrued before the effective date of termination.

18.3 Survival. Sections 2, 3.2(d), 8.2, 9, 11, 12, 14, 15, 16, 17, 19, 24, and this Section 18.3, together with any provision of the Agreement that by its nature should survive, survive termination or expiration of the Agreement.

19. PLAN CHANGES, ACCOUNT DELETION, AND DATA RETENTION

This Section governs data disposition arising from an Account-level, Product-level, Solution-level, or Workspace-level event — including Account deletion, a downgrade that exceeds a lower tier’s Plan Limits, voluntary or forced Workspace removal (governed by Section 19.15), and Account disabling. This Section does NOT apply to, and does not limit, the voluntary deletion of a single item within an active Workspace (as defined by the data model of the applicable Product or Solution) while that Workspace, Customer’s Account, and the applicable Product or Solution otherwise remain active at the same tier; such item-level deletions are instead governed by the specific, immediate deletion provisions of the applicable Product’s or Solution’s Terms, which may provide for forfeiture without the Grace Period described in Section 19.16. For the avoidance of doubt, deletion of an entire Workspace — whether voluntary under Section 6.3 or forced by a downgrade — IS governed by this Section and is not within this item-level carve-out.

19.1 Plan Changes; Governing Classification. A change to Customer’s plan for a Product or Solution may involve a change in plan tier (an upgrade or a downgrade), a change in Billing Cycle (from monthly to annual, or from annual to monthly), or both at once. Every plan change is classified as either an “Immediate Plan Change,” governed by Section 19.3, or a “Scheduled Plan Change,” governed by Section 19.6 and, where applicable, Section 19.7. A plan change is a Scheduled Plan Change if it includes a downgrade in plan tier, a change in Billing Cycle from annual to monthly, or both. A plan change is an Immediate Plan Change only if it includes neither — that is, the plan tier stays the same or increases, and the Billing Cycle stays the same or changes from monthly to annual. Where a single requested change includes both a tier change and a Billing Cycle change, the classification is determined by whichever component, if either, qualifies the change as a Scheduled Plan Change; if either component so qualifies, the entire plan change is a Scheduled Plan Change, even if the other component alone would have qualified as an Immediate Plan Change. Customer’s Billing Cycle (monthly or annual) is a single, Account-wide setting that applies uniformly to all of Customer’s active Subscriptions across every Product and Solution; Customer may not hold some Subscriptions on a monthly Billing Cycle and others on an annual Billing Cycle at the same time. A change in Billing Cycle therefore applies to, and converts, all of Customer’s then-active Subscriptions simultaneously, as further described in Section 19.4.

19.2 Anchor Date. Customer’s “Anchor Date” is the start date of Customer’s then-current Billing Cycle period, used to calculate proration under Section 19.3 and the timing of Scheduled Plan Changes under Section 19.6. The Anchor Date is initially the date of Customer’s first Subscription, and rolls forward to the start date of each new Billing Cycle period upon that period’s renewal. The Anchor Date resets only if Customer’s Account has no active Subscription — that is, Customer has fully canceled or allowed all Subscriptions to lapse — and Customer later resubscribes, in which case the date of that new Subscription becomes the new Anchor Date.

19.3 Immediate Plan Changes; Proration. An Immediate Plan Change takes effect immediately upon Customer’s request, without following the process described in Sections 19.6 and 19.7. Upon an Immediate Plan Change, Leovoid calculates: (a) a credit for the unused portion of the Fee Customer has already paid for the Product, Solution, or tool being changed, based on the number of days remaining in the current Billing Cycle period out of the total number of days in that period; and (b) a charge for the new plan tier and/or Billing Cycle, calculated for the period from the date of the change through the day immediately preceding the next occurrence of the Anchor Date, based on the number of days in that period out of the total number of days in the corresponding full Billing Cycle period. The amount due is the charge described in clause (b) less the credit described in clause (a). Amounts under this Section are calculated based on actual calendar days and rounded to the nearest cent, or as otherwise specified in the Documentation.

19.4 Billing Period Conversion Affects All Active Subscriptions. Where Customer’s requested Immediate Plan Change includes a change in Billing Cycle, all of Customer’s then-active Subscriptions across every Product and Solution convert to the new Billing Cycle simultaneously, each with its own proration calculated under Section 19.3 by reference to the same Anchor Date. Where Customer’s request also includes a change in plan tier for one or more of those Subscriptions, the tier change is calculated as an additional, separate component of the same Immediate Plan Change, applied following the Billing Cycle conversion and using the resulting Billing Cycle period.

19.5 Itemization of Plan Changes. Every proration and every new charge comprising an Immediate Plan Change — including, where applicable, a separate component for a Billing Cycle conversion, a tier change, and a new Product, Solution, or tool purchased as part of the same transaction — is itemized as its own line on the applicable Order Form, showing the amount previously paid, the credit applied, the new charge, and the resulting balance for that component. The order in which components are calculated does not affect the total amount due.

19.6 Scheduled Plan Changes; Three Key Dates. Every Scheduled Plan Change — whether or not it requires a guided selection under this Section — is governed by three dates. The “Request Date” is the date Customer submits the request. The “Scheduled Date” is the date Customer selects (or, if Customer requests the change to apply as soon as possible, the same date as the Request Date) on which the change will be locked in. The “Effective Date” is the date the change actually takes effect for billing and plan-tier purposes, which is always the nearest Billing Cycle renewal date occurring on or after the Scheduled Date (and may be the same date as the Scheduled Date if the Scheduled Date itself falls on a renewal date). If the change includes a downgrade in plan tier that would cause Customer’s existing usage to exceed the Plan Limits of the lower tier, Customer must, as part of the Request Date, additionally complete a guided selection process to choose which items, Workspaces, seats, or other usage to retain within the lower tier’s limits, subject to Section 19.7 for Billing Cycles longer than monthly; items not retained are addressed in Sections 19.9 and, where applicable, 19.15. Effective as of the Request Date, Customer may not add new items, Workspaces, seats, or other usage that would cause Customer to exceed the Plan Limits of the lower tier to which Customer is downgrading, even though Customer’s existing usage continues to be governed by the then-current, higher tier’s Plan Limits until the Effective Date. Between the Request Date and the Scheduled Date, items not retained in a guided selection remain fully accessible and editable, and the guided selection itself may be revised, as described in Section 19.9. Customer’s plan tier, Billing Cycle, and billing remain unchanged at the then-current level until the Effective Date, at which point the new terms apply on a forward-looking basis only, without proration or credit for the remainder of the Billing Cycle in progress at that time.

19.7 Extended Timing for Non-Monthly Billing Cycles. Where Customer’s Billing Cycle is longer than monthly (for example, annual), the guided selection described in Section 19.6 need not be completed at the Request Date. Customer may elect to complete the guided selection at the Request Date, or defer it; if Customer defers, Customer’s existing usage continues to be governed by the then-current, higher tier’s Plan Limits, without the new-item restriction otherwise described in Section 19.6, until the earlier of (a) Customer’s completion of the guided selection, or (b) the start of the period immediately preceding the Effective Date specified in the Documentation for this purpose. If Customer has not completed a guided selection, and has not otherwise reduced its usage to within the lower tier’s Plan Limits, by the start of that period, Leovoid will require Customer to complete a guided selection at that time, and the Scheduled Date and the restrictions described in Section 19.6 apply from that point forward. This Section does not extend or otherwise affect the Effective Date itself, which remains governed by Section 19.6.

19.8 Modifying or Canceling a Scheduled Request. Customer may hold only one scheduled Plan Change or Account deletion request at a time; a new request may not be submitted until the current one is canceled, superseded under Section 19.12, or has already taken effect. A scheduled request, including the guided selection made under Section 19.6, may be freely modified or canceled at any time before the Scheduled Date. Once the Scheduled Date passes, the request — including the guided selection — is locked and can no longer be modified, but Customer may still cancel the request entirely at any time before the Effective Date, which reverses the request in accordance with Section 19.10. Scheduled requests are visible and manageable from Customer’s billing area.

19.9 Status of Non-Retained Items Pending the Scheduled Date and Beyond. Between the Request Date and the Scheduled Date, items, Workspaces, and other usage not retained in the guided selection remain fully accessible: Customer may continue to view, use, and edit them normally, consistent with Customer’s intent to make full use of its current plan for the remainder of that period. Customer may also revise the guided selection itself during this period — for example, electing to retain an item previously marked non-retained in exchange for no longer retaining a different item — consistent with Section 19.8, provided the total retained usage continues to fit within the lower tier’s Plan Limits. If Customer adds to or otherwise modifies a non-retained item during this period, that addition or modification travels with the item into the read-only state described below; it does not remove the item from the non-retained set or otherwise preserve it beyond the Scheduled Date. As of the Scheduled Date, non-retained items become read-only: Customer may not edit, modify, or add to them, but may export them. This read-only status is governed by the Grace Period described in Section 19.16, measured from the Scheduled Date, and by the options and automatic-deletion rule described in Section 19.17. If the Effective Date occurs before the expiration of the applicable Grace Period, the non-retained items are removed from display within the applicable Product or Solution as of the Effective Date and are instead made available, for the remainder of the Grace Period, through a dedicated data export area, where Customer may request export of a specific item or a custom export combining multiple pending items.

19.10 Reversal of a Scheduled Downgrade. If Customer cancels a scheduled downgrade before the Effective Date, or upgrades to a plan tier at or above the tier from which Customer was downgrading before the earlier of the Effective Date or the expiration of the applicable Grace Period, the items, Workspaces, and other usage placed in the read-only state under Section 19.9 are restored to their prior, fully accessible state, and the scheduled downgrade does not take effect. This Section does not apply once the applicable Grace Period has expired and the affected data has been deleted in accordance with Section 19.17.

19.11 Full Account Deletion; Timing and Grace Period. A request for full Account deletion follows the same Request Date, Scheduled Date, and Effective Date structure described in Section 19.6, and the same modification and cancellation rules described in Section 19.8, except that a full Account deletion request has no guided selection, since all data within the Account is affected. Unlike a downgrade, the Grace Period for a full Account deletion begins after the Effective Date, not at the Scheduled Date: Customer’s Account and its data remain fully active and accessible, without restriction, through the Effective Date, and only thereafter does the Account close and the Grace Period described in Section 19.16 begin.

19.12 Interaction Between a Scheduled Downgrade and a Subsequent Deletion Request. If Customer submits a request for full Account deletion while a downgrade is already scheduled but not yet effective, the scheduled downgrade is automatically canceled, the items, Workspaces, and other usage affected by it are restored under Section 19.10, and the deletion request proceeds under Section 19.11 with respect to the entire Account.

19.13 Cross-Product Seat Reduction on Downgrade. Where a downgrade reduces the number of Users permitted access to a Product or Solution below the number of Users then holding access under Section 5.7, Customer must reduce the number of Users with access to that Product or Solution to within the new limit, following the same process described in Section 19.6.

19.14 Owner Account Deletion; Cascade. The Account Owner may request deletion of the Account at any time, subject to Section 19.11. Deletion of the Account by the Account Owner cascades to delete all Users, Workspaces, and Customer Content within that Account. Deletion of an Account under this Section does not affect any Owner’s or User’s independent access to, or membership in, any other Account. Users’ and Workspaces’ data within the deleted Account is consolidated to the Account Owner and handled in accordance with this Section 19.

19.15 Workspace Reallocation and Disposition. Where a Workspace must be reduced or removed as a result of a downgrade, or is voluntarily deleted under Section 6.3, Customer may first elect to reallocate the items, Customer Content, and data within that Workspace to another Workspace within the same Account, up to the remaining capacity of the receiving Workspace under the applicable Plan Limits. For example, if a Workspace containing data for 100 items must be reduced under a plan permitting 25, and a receiving Workspace already holds 10 of its own, only 15 of the 100 may be reallocated to the receiving Workspace. Data that is not reallocated, whether because Customer elects not to reallocate or because no Workspace has sufficient remaining capacity, is subject to the options described in Section 19.17.

19.16 Grace Period. Following the applicable trigger — the Scheduled Date for a downgrade under Section 19.6, the Effective Date for a full Account deletion under Section 19.11, or the corresponding date for a Workspace removal or Account disabling — Leovoid will provide a grace period of thirty (30) days (the “Grace Period”) during which Customer may sign in at any time to select from the options described in Section 19.17. The Grace Period is a fixed period, runs independently of the Billing Cycle, and does not vary by the type or volume of data involved.

19.17 Available Options; Automatic Deletion at Expiration. At any time during the Grace Period, Customer may elect one of the following with respect to the affected Customer Data: (a) Export & Delete — Customer requests export of the data, which will be delivered by email or as a download as offered by Leovoid at that time, following which the data is automatically and permanently deleted and is not retrievable; (b) Delete Now — the data is immediately and permanently deleted and is not retrievable; or (c) Paid Storage — Customer elects to retain the data under a separate Retention Storage Subscription as described in Section 19.18. This wording is illustrative of the options to be offered and may be adjusted in the Documentation. If Customer does not select any option under this Section before the Grace Period ends, all affected Customer Data is automatically and permanently deleted upon expiration of the Grace Period and is not retrievable.

19.18 Retention Storage Subscription. Customer may elect, at any time during the Grace Period or as described in Section 19.20, to retain Customer Data that would otherwise be deleted by subscribing to a separate, additional Retention Storage Subscription specific to the Product or Solution to which the data belongs, priced and structured in tiers as published on that Product’s or Solution’s page on the Site. A Retention Storage Subscription under this Section is available regardless of whether the underlying Product or Solution Subscription to which the data belongs remains active, since this Section applies precisely because that Subscription has ended, been downgraded, or the data otherwise no longer fits within Customer’s active Plan Limits; the Product- and Plan-Gated Availability provisions of Section 7.2 do not apply to a Retention Storage Subscription purchased under this Section. Customer may upgrade, downgrade, or cancel a Retention Storage Subscription in accordance with the billing provisions applicable to Subscriptions generally and this Section. Customer may not downgrade a Retention Storage Subscription to a lower storage tier if Customer’s then-current stored data exceeds the capacity of the lower tier (for example, downgrading from a tier providing 1 GB of storage to a tier providing 500 MB is not available while more than 500 MB of data is stored); Customer must first delete sufficient data to fit within the lower tier’s capacity before the downgrade can be completed.

19.19 Retention Offers and Promotions. Leovoid may, in its discretion, offer Customer promotional pricing or other incentives to extend the Grace Period or to purchase a Retention Storage Subscription — for example, a discounted introductory rate presented alongside the initial notice that data is scheduled for deletion. Such offers may be presented, and may change or be renewed with new offers, each time Customer signs in during the Grace Period, or by email or in-Platform notification. Offers under this Section are subject to the promotional and temporary adjustment provisions of the applicable Product or Solution Terms, and are not guaranteed to recur or remain available.

19.20 Cancellation of Retention Storage Subscription. Before a Retention Storage Subscription cancellation takes effect, Customer will be presented with a final retention prompt offering to keep the Retention Storage Subscription active. If Customer proceeds with cancellation notwithstanding that prompt, Customer will then be presented with the Export & Delete and Delete Now options described in Section 19.17(a) and (b) with respect to the data held under that Retention Storage Subscription; the Grace Period in Section 19.16 does not reapply. If Customer does not select either option, the data is automatically and permanently deleted upon cancellation taking effect and is not retrievable.

19.21 Multi-Account Effect of Personal Account Deletion. If an individual holds User access to multiple, separate Accounts and deletes their own personal Leovoid Account entirely, such deletion triggers a data-transfer-to-owner event, consistent with Section 5.5, simultaneously in each of the other Accounts in which that individual held User access.

19.22 Re-Import of Exported Data. Customer Data exported under Section 19.17 may, depending on the type of data and subject to the Data Processing Agreement and applicable Documentation, be re-imported by Customer if Customer re-subscribes to the applicable Product or Solution. Data associated with an item deleted (rather than exported) under this Section or under the applicable Product or Solution Terms may not be reintegrated, consistent with the applicable Product’s or Solution’s data-forfeiture provisions.

20. FORCE MAJEURE

Neither party is liable for any failure or delay in performance (other than Customer’s payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God; natural disasters; fire; flood; earthquake; epidemic or pandemic; war; terrorism; civil unrest; labor disputes not involving the affected party’s own employees; embargoes; government orders, sanctions, or regulatory changes; court orders; power or utility failures; failures of telecommunications or internet infrastructure; and denial-of-service or other malicious cyberattacks (each, a “Force Majeure Event”). For clarity, material disruptions or outages of third-party infrastructure or providers on which Leovoid reasonably relies — including cloud hosting, data centers, backbone carriers, payment gateways, and critical software vendors — constitute Force Majeure Events, as do failures or misconfigurations attributable to Customer, its Users, or Customer-appointed vendors that materially impair the Site, any Product, any Solution, or any Marketplace tool. The affected party will promptly notify the other and use commercially reasonable efforts to mitigate. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Product or Solution subscription, or Marketplace tool arrangement, on written notice, and if Customer terminates, Leovoid will refund prepaid Fees covering the unused portion of the terminated term.

21. EXPORT COMPLIANCE; ANTI-CORRUPTION

21.1 Export and Sanctions. The Site, each Product, each Solution, each Marketplace tool, and underlying technology may be subject to export control and sanctions laws of the United States and other jurisdictions. Each party represents that it is not named on any U.S. or other applicable denied-party, debarred-party, or restricted-party list. Customer will not access or use the Site, any Product, any Solution, or any Marketplace tool, and will not permit any User to do so, in or for the benefit of any embargoed or comprehensively sanctioned jurisdiction, or in violation of any applicable export control or sanctions law.

21.2 Anti-Corruption. Neither party has received or been offered, and neither will offer, any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with the Agreement. Reasonable business courtesies consistent with applicable anti-bribery laws (including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act) do not violate this Section.

22. COMMUNICATIONS, AUTOMATED ASSISTANTS, AND TRANSLATIONS

22.1 Communications; Notification Preferences. By creating an Account, Customer consents to receive transactional and service communications from Leovoid — including account, security, billing, and legal notices — by email to the address on file and by in-Platform notification. Unless Customer opts out, Customer may also receive promotional and marketing communications, which can be opted out of at any time via the unsubscribe mechanism provided or, after sign-in, in the notification settings section of the Account, where notification preferences can be configured. Transactional, security, and legal notices are not subject to marketing opt-outs. Where SMS or telephone communications are offered, they are subject to the consent, frequency, and opt-out disclosures presented at enrollment.

22.2 Automated Assistants. The Site, any Product, any Solution, or any Marketplace tool may offer automated chat, scheduling, or AI-powered assistant features. Responses generated by such features are produced by automated systems, may be inaccurate or incomplete, do not constitute advice or a binding commitment by Leovoid, and do not modify the Agreement or any Order Form. Binding commitments are made only through executed Order Forms, applicable checkout flows, or writings signed by an authorized Leovoid representative.

22.3 Translations. The Site, any Product, any Solution, any Marketplace tool, and these Account Terms may be made available in languages other than English for convenience. In the event of any inconsistency between the English version and a translation, the English version controls to the maximum extent permitted by applicable law.

23. CHANGES TO THESE ACCOUNT TERMS; NOTIFICATION AND ACKNOWLEDGMENT

23.1 Right to Update. Leovoid may update, amend, or supplement these Account Terms from time to time. Updated versions will be posted on the Site with a new effective date and version identifier, and the then-current published version governs from its effective date.

23.2 Immediate Effectiveness. The following take effect immediately upon publication for all customers: (a) changes required by applicable law, regulation, or security considerations; (b) changes that are clarifying, administrative, or otherwise non-material; and (c) all changes with respect to new customers.

23.3 Material Changes. Material changes affecting existing Accounts take effect on the effective date stated in the notice of the change, which will be no earlier than the minimum notice period required by applicable law for the change in question.

23.4 Notification. Leovoid will notify customers of updates to these Account Terms by one or more of the following: (a) email to the address associated with the Account, including a link to the updated published version; (b) a system notification and banner presented upon Customer’s next sign-in; and (c) posting on the Site with an updated effective date. Customer is responsible for keeping its Account email address current.

23.5 Acknowledgment and Acceptance. CUSTOMER’S CONTINUED ACCESS TO OR USE OF THE SITE, ANY PRODUCT, ANY SOLUTION, OR ANY MARKETPLACE TOOL AFTER THE EFFECTIVE DATE OF AN UPDATED VERSION CONSTITUTES CUSTOMER’S ACKNOWLEDGMENT OF THE UPDATE AND ACCEPTANCE OF THE UPDATED ACCOUNT TERMS. Where required by applicable law, or where Leovoid elects, Customer may be required to affirmatively acknowledge updated Account Terms — including by click-acceptance of an in-Platform prompt or banner — before continuing to use the Site, any Product, any Solution, or any Marketplace tool, and such acknowledgment will be logged with a timestamp attributable to the Account.

23.6 Objection to Material Adverse Changes. If Customer does not agree to a material change that is adverse to Customer, Customer’s sole remedy is to terminate the affected Account, Product, or Solution subscription, or Marketplace tool arrangement, in accordance with the applicable Product Terms, Solution Terms, or Tool Addendum before the change’s effective date.

24. TAXES; SALES TAX

24.1 General. All Fees are exclusive of Taxes and are stated before Taxes are applied. Customer is responsible for all Taxes associated with its purchases, excluding taxes on Leovoid’s income. Where applicable, Sales Tax is calculated based on Customer’s billing address or other location information provided at checkout, is not included in any displayed, quoted, or advertised price, and is presented as a separate line item at checkout and on invoices.

24.2 Discounts and Promotional Offerings. For a straightforward discount, coupon, or promotional credit issued or funded by Leovoid that reduces the price of a product or service (for example, a percentage or fixed-dollar reduction), Sales Tax is generally calculated on the amount actually payable by Customer after that reduction, consistent with the tax treatment commonly applied to seller-funded discounts. However, where a product or service, or a portion of it, is provided free of charge or at a reduced price as part of a promotion conditioned on another purchase (for example, a complimentary service granted upon a new or upgraded Subscription), applicable law in Customer’s jurisdiction may require Sales Tax to be calculated on the regular, undiscounted value of the free or discounted item rather than on the reduced or $0 price actually charged for it. CUSTOMER REMAINS RESPONSIBLE FOR ANY SALES TAX DUE ON THE REGULAR VALUE OF A PROMOTIONAL ITEM WHERE REQUIRED BY APPLICABLE LAW, REGARDLESS OF THE PRICE ACTUALLY PAID OR WHETHER THE ITEM WAS PROVIDED FREE OF CHARGE, AND A BOOKED SALE OR PROMOTIONAL GRANT DOES NOT BY ITSELF ELIMINATE AN OTHERWISE APPLICABLE SALES TAX OBLIGATION. Leovoid will calculate and collect Sales Tax on the basis it determines is required under applicable law for the relevant jurisdiction and promotion type, which may differ by state and by the structure of the specific promotion. Sales Tax applies in the same manner regardless of the payment method or instrument used to satisfy any amount actually due — including credit card, ACH, redeemed account credit, gift card, or other stored-value instrument. The purchase or issuance of a gift card, voucher, or promotional credit is not itself a taxable event; Sales Tax is calculated, as described above, at the time the corresponding product or service is provided or redeemed.

24.3 Registration, Rate, and Exemptions. The applicability and rate of Sales Tax depend on Customer’s billing location and on the jurisdictions in which Leovoid is registered to collect Sales Tax at the time of the transaction; Leovoid will only charge Sales Tax where legally required to do so, and the rate applied may change if Customer’s billing location changes or if Leovoid’s tax registration obligations change. Customer is responsible for promptly updating its billing address and for notifying Leovoid of any change in its tax-exempt status. If Leovoid is required to collect Taxes, Leovoid will invoice them and Customer will pay them unless Customer provides a valid exemption certificate before the applicable charge. Where applicable, EU and UK customers providing a valid VAT number may be invoiced on a reverse-charge basis.

24.4 Merchant of Record. Leovoid is the merchant of record for purchases made through the Site, any Product, any Solution, or any Marketplace tool and is responsible for collecting and remitting applicable Sales Tax to the appropriate taxing authorities; Leovoid’s use of third-party billing and payment processing services to calculate, invoice, or collect Sales Tax on its behalf does not change Leovoid’s responsibility as the collecting and remitting party.

25. AI HELP CENTER; DATA ACCESS AND ACTIONS

25.1 AI Help Center. Leovoid may provide an AI-powered help center capable of responding to Customer inquiries by text or voice, including questions about how to use the Site, a Product, a Solution, or a Marketplace tool, applicable plan features and limits, and support-related matters. The AI Help Center may access Customer Data to retrieve, review, and present information responsive to an inquiry, and, subject to Section 25.2, may modify, edit, delete, or add Customer Data on a User’s behalf.

25.2 Permission-Bound Operation. The AI Help Center may take an action or access data only to the extent the User submitting the request could take that action or access that data directly. If a request would require a permission the requesting User does not hold, the AI Help Center will decline to perform the requested action and will direct the User to contact an Account Owner or other User holding the applicable permission.

25.3 AI Write-Access as a Permission. The ability of the AI Help Center to modify, edit, delete, or add Customer Data, as distinguished from retrieving or presenting information, is itself a permission that may be enabled or disabled for a role or a User in accordance with Section 5.2.

25.4 Activity Log. Actions taken within the Account, whether by a User or by the AI Help Center on a User’s behalf, are logged and made available to Customer, identifying whether the action was performed by a User or by the AI Help Center.

26. SUPPORT SERVICES

26.1 Initiating Support. Customer may initiate a support conversation by navigating the help center to request a live representative, or by first engaging the AI Help Center described in Section 25 and being transferred to a live representative. Each support conversation, however initiated, is saved to Customer’s discussion history together with any media or files exchanged during that conversation.

26.2 Support Channels. A live representative may be reached by text, voice message, or live voice conversation, as made available by Leovoid.

26.3 Session-Based Remote Access. Leovoid support personnel may, with Customer’s active grant of access for that specific support session, (a) connect to Customer’s device using a remote-access or screen-sharing tool, whether a third-party application or a tool provided by Leovoid, or (b) sign in to Customer’s Account as the Account Owner or another User, in each case solely to assist with the support matter for which access was granted. Access under this Section is granted on a per-session basis and is not a standing or continuous right of access; Customer’s grant of access for one support session does not authorize access in a later session.

27. DEVELOPER CENTER

27.1 General. Leovoid may provide a developer center containing integration documentation, webhooks, analytics, application programming interfaces (APIs), logs, environment variables, and related developer tools. The developer center is organized on a per-Product basis, with each Product providing its own developer module and applicable tools; certain content or tools may be designated as available across the Account regardless of which Product is active, while other content or tools are limited to, and accessible only from, the dashboard of the specific Product to which they relate.

27.2 Access to Purchased Tools. Tools and capabilities purchased separately through the Marketplace are made accessible through the developer center.

27.3 Roles and Permissions. Access to the developer center, and to specific tools and information within it, is governed by roles and permissions in accordance with Section 5, including a default role applicable to the developer center as published in the Documentation.

27.4 Paid API Access. Leovoid may offer API keys or API access on a paid basis, priced as a flat fee, a usage- or token-based fee, or on another basis as published on the Site, purchasable as a usage add-on in accordance with Section 7.4.

28. API AND WEBHOOKS

28.1 General. Leovoid may make an application programming interface (“API”) and webhook functionality available, as described in Section 27, allowing Customer’s own systems and platforms to trigger events and actions within the Account, and allowing Leovoid to deliver event notifications to an endpoint Customer configures. This Section governs the use of the API and webhooks generally; paid access to the API is additionally governed by Section 27.4.

28.2 Permission-Bound Operation; Authorization for Actions Taken. An action triggered through the API by Customer’s own system may be taken only to the extent the User or credential authorizing that system’s access could take that action directly, consistent with the principle stated in Section 25.2 for the AI Help Center. An action taken through the API that would otherwise require Customer’s representation, warranty, or authorization under the Agreement — including registering a Registered Asset — is treated as though Customer performed it directly, and Customer’s representations, warranties, and responsibilities under the Agreement apply in the same manner.

28.3 Credential Security; Liability for API Use. Customer is solely responsible for the security of any API key, webhook secret, or other credential used to authorize access to the API, and for all actions taken through that credential, whether or not Customer specifically directed each individual action and regardless of which system or individual within Customer’s own organization or infrastructure initiated the call. Customer will notify Leovoid promptly upon becoming aware of any unauthorized use of an API credential; Leovoid is not liable for actions taken using a compromised credential before such notice.

28.4 Rate Limits. API usage is subject to rate limits determined by Customer’s plan tier, as published in the Documentation. Leovoid may throttle, delay, or reject a request that exceeds the applicable rate limit; sustained or repeated excess usage may additionally be addressed under the suspension provision below.

28.5 Webhook Delivery. Where Leovoid delivers event notifications to an endpoint Customer configures, Leovoid will make commercially reasonable efforts to deliver each notification, including a reasonable number of retry attempts where an initial delivery attempt fails, but does not guarantee delivery. Customer is solely responsible for the availability, security, and correct configuration of its own webhook endpoint, and Leovoid is not responsible for any consequence of a failed, delayed, or duplicate delivery.

28.6 Changes to the API. Leovoid may modify, version, or deprecate the API, including a specific endpoint, field, or webhook event type, at its discretion. Leovoid will provide advance notice of a deprecation or breaking change through the Documentation or another reasonable channel, consistent with the Documentation’s stated notice period for API changes. Continued use of the API following a deprecation’s effective date is at Customer’s own risk.

28.7 Suspension for API Abuse. Leovoid may immediately suspend Customer’s API access, without prior notice where notice is not practicable, where Leovoid reasonably believes API usage is abusive, poses a risk to Leovoid’s infrastructure or other customers, or violates the Acceptable Use or AI Training Restrictions provisions, and will restore access once the condition giving rise to the suspension is resolved to Leovoid’s reasonable satisfaction.

29. STORAGE

29.1 Platform Storage. “Platform Storage” means storage capacity for media generated or produced within the Site, a Product, a Solution, or a Marketplace tool in connection with Customer’s use of its plan, including reports, PDFs, images, and other files, as distinguished from the Retention Storage Subscription described in Section 19.18. Platform Storage is subject to a capacity limit that varies by plan, as published on the applicable Product’s, Solution’s, or Tool Addendum’s pricing page, and additional Platform Storage capacity may be purchased as a usage add-on in accordance with Section 7.4.

29.2 Support Storage. “Support Storage” means storage capacity for media and files exchanged during a support conversation described in Section 26, which are associated with, and accessible from, the specific conversation in which they were exchanged. Support Storage is subject to a capacity limit that varies by plan, as published on the Site’s pricing page, and additional Support Storage capacity may be purchased as a usage add-on in accordance with Section 7.4.

29.3 Storage Management Center. Customer may view, download, and delete files within Platform Storage and Support Storage through a storage management area; a Support Storage file may additionally be accessed from within the support conversation in which it was exchanged.

29.4 Notifications; Capacity Reached. Leovoid may notify Customer as Platform Storage or Support Storage usage approaches its applicable capacity limit, consistent with Section 7.16. If Customer’s Platform Storage or Support Storage capacity is reached and a new file would exceed that capacity, Customer will be prompted to delete existing files to free capacity or purchase additional capacity before the new file can be generated, sent, or received, as applicable.

29.5 Compression of Support Storage. Where Support Storage capacity is reached, in lieu of immediately requiring deletion or purchase of additional capacity, Leovoid may progressively compress older files within Support Storage to free capacity for new files. Compression under this Section continues until it no longer frees sufficient capacity for new files, at which point Customer will be prompted to delete existing files or purchase additional capacity in accordance with Section 29.4.

30. ARTIFICIAL INTELLIGENCE

30.1 AI Output Disclaimer. Content, recommendations, and other outputs generated using artificial intelligence, in any form, in connection with the Site, any Product, any Solution, or any Marketplace tool may be inaccurate, incomplete, or unsuitable for Customer’s particular purpose. Customer should independently verify material information before relying on it.

30.2 Separate AI Terms of Use. Use of artificial intelligence in connection with the Site, any Product, any Solution, or any Marketplace tool — regardless of the specific technology, model, protocol, or method by which it is made available or integrated, and regardless of whether it is described elsewhere in the Agreement under a specific feature name — is additionally governed by terms published separately (the “AI Terms of Use”), which are incorporated by reference wherever artificial intelligence is made available. The AI Help Center provisions of Section 25 are one such feature governed by the AI Terms of Use, and not a limitation on the scope of artificial intelligence to which the AI Terms of Use apply.

30.3 External AI Connections. Customer may connect an external artificial intelligence platform, model, or agent — including through the Model Context Protocol (MCP) or a similar protocol — to the Account, a Product, a Solution, or a Marketplace tool, enabling that external AI to take action on Customer’s behalf, including to automate, execute, search, schedule, or otherwise perform actions available through the Account. An external AI connected under this Section is a Non-Leovoid Application, and Section 10.4 governs such a connection, including that its use and any resulting exchange of data are solely between Customer and the applicable third-party provider.

30.4 Permission-Bound Operation; Authorization for Actions Taken. An external AI connected under Section 30.3 may take an action or access data only to the extent the User who authorized the connection could do so directly, consistent with the principle stated in Section 25.2 for the AI Help Center. An action taken through an external AI connection that would otherwise require Customer’s representation, warranty, or authorization under the Agreement — including registering a Registered Asset — is treated as though Customer performed it directly, and Customer’s representations, warranties, and responsibilities under the Agreement apply in the same manner.

30.5 Liability for External AI. Leovoid is not responsible for any action, inaction, output, error, or harm caused by, or arising from, an external AI platform, model, or agent connected under Section 30.3, or for that external AI’s provider’s own acts or omissions. Liability for such matters rests with Customer and, as between Customer and the external AI’s provider, with that provider under its own terms and policies. Customer is solely responsible for the security of any credentials, keys, or tokens used to authorize an external AI’s connection, and for all actions taken through that connection whether or not Customer specifically directed each individual action.

30.6 Suspension of External AI Access. Leovoid may suspend or revoke an external AI’s connection to the Account at any time where Leovoid reasonably believes the connection is being used abusively, in violation of the Agreement, or in a manner that poses a risk to Leovoid’s infrastructure, security, or other customers, consistent with Leovoid’s rights under Section 9 (AI Training Restrictions; No Automated Scraping) and Section 8 (Acceptable Use).

31. DEMO ENVIRONMENT

31.1 Availability; By Request Only. Leovoid may make a Demo Environment available with respect to the Platform, the Site, a Product, a Solution, or a Marketplace tool. Demo Environment access is not offered to the public generally and is not available automatically or as of right. A prospective applicant must first contact Leovoid and provide the information Leovoid requests to evaluate the request. Leovoid may grant, decline, condition, or revoke Demo Environment access in its sole discretion, and is under no obligation to grant, continue, or provide such access to any applicant.

31.2 Registration; Access Model. An approved individual accessing the Demo Environment registers using their own login credentials. Leovoid may grant an individual either (a) a dedicated Workspace within the Demo Environment, visible only to that individual and any User to whom they grant access under Section 5, or (b) shared access to a Workspace used concurrently by other individuals evaluating the Demo Environment, in which case every individual sharing that Workspace can view the data and entries of every other individual sharing it. Where shared access is granted, Leovoid will disclose that the Workspace is shared before the individual begins using it.

31.3 Sample Data. The Demo Environment may be pre-populated with sample data maintained by Leovoid for demonstration purposes. Sample data is not Customer Data and is not subject to the data-retention provisions of Section 19.

31.4 Fixed Reset Window; No Export During the Demo Period. No export of data is available at any time during the Demo Environment period, regardless of when that data was entered or how long before a scheduled reset it is accessed. Data an individual enters into the Demo Environment is automatically and permanently deleted at a fixed reset time determined by Leovoid (for example, daily at midnight), applied uniformly to all data in the Demo Environment regardless of when that data was entered. Data entered shortly before a reset may accordingly persist for substantially less time than data entered shortly after one. Leovoid provides no notice before a scheduled reset, and no grace period or recovery option is available for data deleted at a reset.

31.5 Conversion to a Paid Account. An individual may elect to convert Demo Environment access to a paid Account before a scheduled reset deletes the data they wish to retain. Where Leovoid offers this conversion, the individual must select a plan tier at or above the lowest tier that supports every feature the individual used during the Demo Environment period; where the individual instead selects a lower tier, they must complete the guided selection process described in Section 19.6 to bring their retained data within that tier’s Plan Limits before conversion completes. Data not selected for retention, or not migrated before the next scheduled reset, is deleted under Section 31.4 and is not recoverable. This migration is performed internally by Leovoid and does not constitute an export of data by the individual.

31.6 Report Extraction. Extraction of a Report generated within the Demo Environment is either unavailable or, where made available, includes a visible watermark identifying it as a demonstration output, as determined by the applicable Solution Terms.

31.7 Roles and Permissions. Access within a Demo Environment Workspace is governed by the Roles and Permissions provisions of Section 5, including that an individual holding an administrative role may add or remove other individuals from a shared Workspace, and an individual holding a member-level role may perform only the actions their role permits.

32. FREE TRIALS

32.1 Availability; By Request Only. Leovoid may offer a Free Trial providing access to a paid plan tier of the Platform, a Product, a Solution, or a Marketplace tool, for a stated Trial Period. A Free Trial is not available automatically or as of right. A prospective Customer must first contact Leovoid and provide the information Leovoid requests to evaluate the request. Leovoid may grant, decline, or condition Free Trial access in its sole discretion, and is under no obligation to grant a Free Trial to any applicant.

32.2 Payment Method Required. Enrollment in a Free Trial requires Customer to provide a valid payment method on file. By enrolling, Customer authorizes Leovoid to charge that payment method for the applicable Subscription Fee upon conversion under Section 32.3, without further authorization.

32.3 Automatic Conversion. Unless Customer cancels before the end of the Trial Period, through the mechanism made available for that purpose, the Free Trial automatically converts to a paid Subscription at the plan tier and rate disclosed at enrollment, and Customer’s payment method is charged accordingly, effective as of the end of the Trial Period.

32.4 No Export During the Trial Period; No Conversion Deletion. No export of data is available at any time during the Free Trial period, regardless of when the data was entered. If Customer cancels before the end of the Trial Period and does not convert to a paid Subscription, all data Customer entered during the Free Trial is deleted immediately upon cancellation or expiration of the Trial Period, without the Grace Period described in Section 19.16 and without an export option under Section 19.17.

32.5 Report Extraction. Extraction of a Report generated during a Free Trial includes a visible watermark identifying it as a free-trial output, as determined by the applicable Solution Terms, until Customer converts to a paid Subscription under Section 32.3.

33. DIRECT-SALE CLIENTS

33.1 Availability; By Request Only. Leovoid may perform an Expert Service for a Direct-Sale Client, without the Direct-Sale Client holding, or being required to create, an Account. This arrangement is not available automatically or as of right. The party seeking to engage Leovoid on a Direct-Sale Client’s behalf must first contact Leovoid and provide the information Leovoid requests to evaluate the request. Leovoid may accept, decline, or condition a Direct-Sale engagement in its sole discretion, and is under no obligation to accept any particular engagement.

33.2 These Account Terms Govern; No Separate Agreement. A Direct-Sale engagement is governed in full by these Account Terms, together with the Product Terms and Solution Terms applicable to the Expert Service engaged, in the same manner as if the engaging party held an Account, without any separate commercial agreement. By requesting, accepting, or paying for a Direct-Sale engagement, the engaging party agrees to be bound by these Account Terms and the applicable Product Terms and Solution Terms as the entire agreement governing that engagement.

33.3 Internal Record. Leovoid maintains an internal record for each Direct-Sale Client, including any Registered Asset and data necessary to perform the engaged Expert Service, associated with the engaging party’s own billing arrangement with Leovoid rather than with an Account.

33.4 Later Portal Access; Migration. If a Direct-Sale Client later requests access to their own Account, the Direct-Sale Client must contact Leovoid to have login credentials created and provided to them. Upon signing in for the first time, the Direct-Sale Client must complete payment for an applicable Subscription before the data Leovoid holds for them under Section 33.3 is migrated to their new Account. Leovoid has no obligation to migrate data to a Direct-Sale Client’s new Account before payment is completed.

34. WHITE-LABEL RESELLER PROGRAM

34.1 Availability; By Request Only. Leovoid may authorize a Customer to participate in the White-Label Reseller Program described in this Section, with respect to the Platform, the Site, a Product, a Solution, a Marketplace tool, or a Widget. Participation is not available to the public generally and is not available automatically or as of right. A prospective participant must first contact Leovoid and provide the information Leovoid requests to evaluate the request. Leovoid may accept, decline, or condition participation, and the terms on which it is offered, in its sole discretion, and is under no obligation to authorize any particular applicant. Where Leovoid authorizes participation, the specific terms — including branding scope, custom domain mapping, portal caps, restrictions, and any commission structure — are set out in a separate written White-Label Agreement between Leovoid and the Customer, which this Section supplements. Unlike Direct-Sale engagements under Section 33, participation in this Program requires that separate written agreement, given the customer-specific commercial terms involved.

34.2 Ownership Retained by Leovoid. The Site, each Product, each Solution, each Marketplace tool, the underlying source code, and all associated Intellectual Property Rights remain owned by Leovoid notwithstanding any White-Label Agreement. A White-Label Agreement grants the White-Label Partner a right to resell branded access to end users; it does not transfer, assign, or license ownership of the underlying platform, and does not make the White-Label Partner an owner, joint owner, or licensor of it.

34.3 Hosting and Data. End users accessing the Platform, the Site, a Product, a Solution, or a Marketplace tool through a White-Label Partner’s branded portal are hosted and maintained by Leovoid, and their data is held by Leovoid, on the same infrastructure and subject to the same safeguards described in these Account Terms, regardless of the branding under which they access it.

34.4 Custom Branding and Domain Mapping. Where provided under the applicable White-Label Agreement, a White-Label Partner may apply its own branding to the portal made available to its end users, and may map that portal to a custom domain of the White-Label Partner’s choosing, so that its end users access the portal without reference to TenthLoop or another Leovoid Product or Solution name. Where the White-Label Agreement covers a Widget, the White-Label Partner may likewise apply its own branding to that Widget and to the sign-up or sign-in flow it directs end users to, in place of TenthLoop branding.

34.5 End-User Subscriptions. Each end user accessing a White-Label Partner’s branded portal is required to subscribe to a plan in order to access it, on terms determined by the applicable White-Label Agreement.

34.6 Custom Limits and Restrictions. A White-Label Agreement may impose limits and restrictions specific to the White-Label Partner, including a maximum number of branded portals, restrictions on which features or Solutions may be white-labeled, and other caps or conditions, each as agreed between Leovoid and the White-Label Partner in the applicable White-Label Agreement.

34.7 Commissions and Incentives. Leovoid may agree to pay a White-Label Partner a commission or other incentive based on end-user subscriptions to the White-Label Partner’s branded portal, including a tiered structure under which the applicable rate varies based on the cumulative number of subscribing end users (for example, one rate for the first stated number of subscribers and a different rate thereafter), as set out in the applicable White-Label Agreement.

34.8 Order of Precedence. In the event of a conflict between a White-Label Agreement and these Account Terms with respect to the White-Label Partner’s own rights and obligations under this Section, the White-Label Agreement controls.

35. GENERAL PROVISIONS

Entire Agreement. These Account Terms, together with the applicable Product Terms, Solution Terms, Service Terms Schedules, Tool Addenda, and Order Forms and, where they apply, the Expert Network Terms and the Student and Veteran Program Terms, constitute the entire agreement between the parties regarding their subject matter and supersede all prior and contemporaneous agreements, proposals, and representations, written or oral. Customer acknowledges it has not relied on any statement, demonstration, or communication regarding future functionality or features not set forth in the Agreement.

Severability; No Waiver. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will continue in full force. Failure or delay in exercising any right is not a waiver unless in a signed writing.

Assignment. Neither party may assign the Agreement without the other party’s prior written consent, not to be unreasonably withheld, except that either party may assign the Agreement in its entirety without consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets. If such a transaction results in assignment to a direct competitor of the non-assigning party, the non-assigning party may terminate the Agreement on written notice, and Leovoid will refund prepaid Fees covering the period after the effective termination date. Subject to the foregoing, the Agreement binds and benefits the parties and their permitted successors and assigns.

Notices. Leovoid may provide notices through the Site, any Product, any Solution, or any Marketplace tool, by email to the address on the Account, or by posting on the Site. Notices to Leovoid must be sent in writing to the legal notice address published on the Site and are effective upon receipt.

Relationship; No Third-Party Beneficiaries. The parties are independent contractors. The Agreement does not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship, and confers no rights on any third party except as expressly stated.

Statute of Limitations. To the extent permitted by law, any claim arising out of or relating to the Agreement must be filed within one (1) year after the claim accrued, or be permanently barred. This limitation does not apply to Consumers where prohibited by applicable law.

Errors. Leovoid reserves the right to correct typographical errors, inaccuracies, and omissions on the Site, including pricing errors, and to cancel orders arising from such errors with a refund of amounts paid for the canceled order.

Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” The Agreement will not be construed against the drafting party.

Territorial Scope; Local Law. Leovoid provides the Site, its Products, its Solutions, and its Marketplace tools globally, subject to applicable laws and restrictions. Nothing in the Agreement excludes the application of mandatory consumer protection, data protection, or other local laws that cannot be contractually excluded in the jurisdiction where a Consumer resides; such mandatory provisions apply solely to the extent required and do not otherwise modify the Agreement.

36. CONTACT

Leovoid Technologies, Inc. — Legal Department. Contact information and the legal notice address are published on the Site’s Contact and Copyright & IP Notice pages.