THIS TERMS OF SERVICE (“AGREEMENT”) GOVERNS CUSTOMER'S RECEIPT, ACCESS, TO AND USE OF THE SERVICE PROVIDED BY LEVELUP. BY PURCHASING A SUBSCRIPTION TO THE SERVICE, SIGNING UP FOR A TRIAL PERIOD, CLICKING A BOX INDICATING ACCEPTANCE, OR BY ANY SUBSEQUENT USE OF THE SERVICE, CUSTOMER CONFIRMS THAT CUSTOMER HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT, LEVELUP’S PRIVACY POLICY AND LEVELUP’S DATA PROCESSING AGREEMENT (“DPA”).

THIS AGREEMENT IS INTENDED SOLELY FOR BUSINESS USE, AND THE SERVICE IS OFFERED ONLY TO COMMERCIAL ENTITIES, INCLUDING CORPORATIONS, PARTNERSHIPS, AND SOLE PROPRIETORSHIPS ACTING IN A COMMERCIAL CAPACITY. BY ACCEPTING THIS AGREEMENT, CUSTOMER WARRANTS AND REPRESENTS THAT CUSTOMER WILL NOT USE THE SERVICE FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES, AND CUSTOMER UNDERSTANDS THAT CERTAIN CONSUMER-PROTECTION LAWS MAY NOT APPLY.

IF CUSTOMER IS AN INDIVIDUAL OPERATING AS A SOLE PROPRIETOR, CUSTOMER FURTHER REPRESENTS THAT CUSTOMER IS USING THE SERVICE EXCLUSIVELY FOR COMMERCIAL AND BUSINESS OPERATIONS, NOT FOR ANY PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES, AND CUSTOMER ACKNOWLEDGES THAT CONSUMER PROTECTION LAWS MAY NOT APPLY TO SUCH PURELY COMMERCIAL USE.

THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF CUSTOMER; SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR CUSTOMER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OR RECEIVE THE SERVICE.

FOR THE AVOIDANCE OF DOUBT, ALL CAPITALIZED TERMS USED IN THIS AGREEMENT ARE DEFINED IN EXHIBIT A. GLOSSARY. ANY TERM NOT DEFINED IN EXHIBIT A. GLOSSARY SHALL HAVE THE MEANING ASSIGNED IN THE PRIVACY POLICY OR DPA, AS APPLICABLE. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THIS AGREEMENT AND ANY OTHER DOCUMENTS REFERENCED OR INCORPORATED HEREIN, THE FOLLOWING ORDER OF PRECEDENCE SHALL APPLY:

1. THE APPLICABLE TERMS OF THE STANDARD CONTRACTUAL CLAUSES, IF REQUIRED BY APPLICABLE DATA PROTECTION LAWS;
2. THE TERMS OF THE DPA FOR ANY MATTERS RELATED TO DATA PROTECTION, PRIVACY, AND COMPLIANCE WITH APPLICABLE DATA PROTECTION LAWS;
3. THE TERMS OF SERVICE FOR ALL OTHER MATTERS, INCLUDING BUT NOT LIMITED TO SUBSCRIPTION TERMS, USAGE RIGHTS, AND SERVICE RESTRICTIONS;
4. THE PRIVACY POLICY FOR ANY MATTERS SPECIFICALLY RELATED TO THE COLLECTION, USE, AND PROTECTION OF USER INFORMATION, PERSONAL DATA, AND DATA SUBJECT RIGHTS; AND
5. ANY OTHER WRITTEN AGREEMENT OR ADDENDUM EXECUTED BY THE PARTIES, INCLUDING BUT NOT LIMITED TO SERVICE ORDERS, STATEMENTS OF WORK, OR SUPPLEMENTAL AGREEMENTS.

THE PARTIES AGREE AS FOLLOWS:

1. The Service

1.1. Service Description

Levelup is the owner and provider of the Service. In instances where User Submissions include information that qualifies as Personal Data under applicable Data Protection Laws, such data shall be subject to the confidentiality and intellectual property provisions of this Agreement and, notwithstanding any other provision in this Agreement, shall also be processed in accordance with the Privacy Policy (which can be found at levelup.ai/privacy) and the DPA (which can be found at levelup.ai/dpa). User Submissions that do not contain Personal Data shall remain governed solely by the confidentiality and intellectual property provisions of this Agreement. Customer is solely responsible for all User Submissions it contributes to the Service. Further terms regarding User Submissions, including ownership, are in Section 9.2. Protection and Use of Confidential Information below. The Service may also include Levelup Content. Customer will not receive or have access to the Software or receive a copy of the Software itself. Customer may purchase additional Professional Services. Any such Professional Services will be set forth in an Order that references this Agreement. Unless stated otherwise in an Order, Professional Services are subject to the terms and conditions of this Agreement, including all disclaimers and limitations of liability.

1.2. Customer’s Subscription

I. Orders and Subscription Period Subject to this Agreement, Customer may purchase a Subscription to access and use the Service by submitting an Order through Levelup’s website. Each Subscription shall commence on the Subscription Start Date and continue for the Subscription Period specified in the applicable Order.

II. Users and Purpose Access to the Service under any purchased Subscription is permitted only by individuals or entities authorized by Customer or its Affiliates to use the Service on Customer’s behalf, including employees, contractors, agents, and Customer’s or its Affiliates’ End Clients. Such Users may only use the Service for Customer’s or its Affiliates’ legitimate internal business purposes, including client‑facing activities in connection with Customer’s services. Client‑facing activities shall not constitute use “for the benefit of a third party” if Customer is providing integrated or value‑added services to its clients in compliance with this Agreement (e.g., an accounting firm using the Service to generate and share financial reports as part of its accounting services to a client, or a VC firm using the Service to monitor and report on portfolio company performance as part of its investment management). This permission does not permit the direct resale of access to the Service or use primarily intended to bypass Subscription requirements for third parties.

III. User Consents and Authorizations Customer shall ensure that all individuals (Users) granted access to the Service have provided all necessary Consents, authorizations, and Permissions required under applicable data protection and privacy laws. Customer represents and warrants that it has obtained any such Consents prior to, or contemporaneously with, granting access to its Users. In the event that any User’s Personal Data is processed as part of the Service, Customer shall be solely responsible for ensuring compliance with applicable legal requirements, including those related to Data Subject rights. Customer shall indemnify and hold Levelup harmless from any claims, losses, or damages arising from Customer’s failure to obtain the necessary Consents or authorizations.

IV. Responsibility and Liability Customer remains fully responsible for all acts and omissions of: A. Customer’s Users (including employees, contractors, agents, or End Clients); and
B. any Affiliate or the Affiliate’s Users, including compliance with this Agreement.

Any breach of this Agreement by any User or by any Affiliate (or such Affiliate’s Users) shall be deemed a breach by Customer. Levelup assumes no separate contractual obligations or liability to any User or Affiliate by virtue of their access to or use of the Service. Nothing herein creates a direct contractual relationship between Levelup and such Users or Affiliates.

1.3. Affiliates

I. Affiliate Access Customer may, at its sole discretion, extend access to the Service to its Affiliates. In so doing, all rights granted and obligations incurred under this Agreement shall also apply to such Affiliates. Customer represents and warrants that it has the authority to bind its Affiliates to the terms and conditions of this Agreement; and that any Affiliate granted access agrees to be bound by and comply with the terms of this Agreement as if it were the Customer. Customer acknowledges and agrees that:

• Customer remains fully liable for any breach of this Agreement by its Affiliates or their Users, and
• Levelup shall have no direct contractual obligation or liability to any Affiliate.

II. References to “Customer” All references to “Customer” in this Agreement shall include all Affiliates accessing or using the Service under Customer’s Subscription. Such inclusion is solely for the purpose of aggregating Customer’s obligations, including, without limitation, payment obligations and indemnification, and does not create any independent contractual rights in favor of such Affiliates.

1.4. Permissions

The Service contains Permissions. It is solely Customer’s responsibility to set and manage all Permissions, including which Users can set such Permissions. Accordingly, Levelup will have no responsibility for managing Permissions and no liability for the Permissions set by Customer and its Users.

1.5. Levelup’s Ownership

Levelup owns all Levelup Materials. Levelup retains all right, title and interest (including, without limitation, all patent, copyright, trademarks, trade secret and other intellectual property rights) in and to the Levelup Materials, all related and underlying technology and any updates, enhancements, upgrades, modifications, patches, workarounds, and fixes thereto and all derivative works of or modifications to any of the foregoing. There are no implied licenses under this Agreement and any rights not expressly granted to Customer in this Agreement are expressly reserved by Levelup.

2. Restrictions

2.1. Customer’s Responsibilities

Customer is responsible for all activity on its Users’ accounts unless such activity is caused by an unauthorized third party gaining access to Customer’s Account by exploiting vulnerabilities in the Service itself. Customer will ensure that its Users are aware of and bound by obligations and/or restrictions stated in this Agreement and Customer will be responsible for breach of any such obligation and/or restriction by a User.

2.2. Use Restrictions

1. Customer agrees that it will not, and will not allow Users or third parties to, directly or indirectly:

   1. modify, translate, copy, reverse engineer, decompile, disassemble, decode, attempt to discover the source code, non-public APIs, or underlying ideas or algorithms of the Service (including the API), or create derivative works based on any part of the Service, except to the extent expressly permitted by applicable law;

   2. license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Service available to any third party, except to its Users as permitted under Section 1.2.(I). Orders and Subscription Period, unless expressly authorized in an Order or by Levelup in writing;

   3. remove or obscure any copyright, trademark, or other proprietary notices, legends, or Levelup branding contained in or on the Service;

   4. use the Service in any way that violates any applicable federal, state, local, or international law or regulation;

   5. attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Service, including, without limitation, by introducing viruses or other harmful code, or by using flood pings, denial-of-service attacks, or similar methods or technology;

   6. use or access the Service or API to develop, improve, or provide any product or service that competes with Levelup's Service, or for any other purpose intended to directly or indirectly compete with Levelup; and

   7. attempt to probe, scan, or test the vulnerability of the Service or any Levelup system or network, or otherwise attempt to circumvent, disable, or disrupt any security or access controls related to the Service or API.

2. If Customer (including Users) is using the Service in a manner that, in Levelup's reasonable judgment, causes or is likely to cause significant harm to Levelup or the Service or otherwise threatens the security, integrity or availability of the Service then Levelup may suspend Customer's access to the Service. Levelup will use commercially reasonable efforts under the circumstances of such suspension to:

   1. provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension;

   2. limit the suspension to only accounts involved in the activities in question; and

   3. remove the suspension as quickly as practicable after the circumstances leading to the suspension have been resolved.

2.3. API Access; Additional Terms and Restrictions

Access to and use of any Levelup API is permitted only if included in your Subscription plan, specified in an Order, or authorized through a separate written agreement with Levelup. If API access is granted, your use is subject to the terms of this Agreement, including the provisions of Section 2.5 (API Usage Limits and Suspension) and Section 2.6 (API Credential Security and Liability). Furthermore, your access may be subject to specific usage limits, additional terms, or restrictions set forth in your applicable plan, Order, separate API agreement, or Levelup's published API documentation.

As part of provision of its Service, Levelup may provide Customer with access to one or more API(s). Levelup may, in its sole discretion, set and enforce limits on Customer’s use of the API and Customer agrees to adhere to such limits. Levelup may also suspend Customer’s access to the API or cease providing the API at any time.

2.4. Audit Rights

Levelup reserves the right to monitor and audit Customer’s use of the Service to verify compliance with this Agreement, including, without limitation, ensuring that Customer’s use is solely for business purposes, verifying adherence to applicable Data Protection Laws, and assessing compliance with API usage limits, if applicable. Such audits may be conducted through automated means, log reviews, or other remote mechanisms without requiring physical access to Customer’s premises. Levelup may generate reports detailing Customer’s usage patterns and may share such reports with Customer if a potential breach is identified. If an audit reveals any material breach of this Agreement, Levelup reserves the right to take appropriate corrective actions, including suspension or termination of access to the Service.

2.5. API Usage Limits and Suspension

Levelup may provide Customer with access to APIs to facilitate integration with the Service. Customer agrees to comply with all API Usage Limits. Levelup reserves the right to modify API Usage Limits at any time, with reasonable notice to Customer. If Customer exceeds the applicable API Usage Limits, Levelup may take any of the following actions without liability to Customer:

• rate limit Customer’s API requests;
• temporarily suspend Customer’s access to the API;
• immediately terminate or revoke Customer’s access to the API if Customer repeatedly exceeds API Usage Limits or if such overuse threatens the Service’s stability.

Customer acknowledges that any excessive use or abuse of the API may degrade the performance of the Service for other Customers and may result in suspension or termination of Customer’s API access, with or without notice, to preserve the stability and integrity of the Service. If Customer repeatedly exceeds applicable API Usage Limits or engages in abusive API usage that threatens system stability, Levelup reserves the right to immediately suspend or terminate API access without prior notice.

2.6. API Credential Security and Liability

Levelup may issue API Credentials to Customer to enable integration with the Service. Customer is solely responsible for maintaining the confidentiality and security of its API Credentials and preventing unauthorized access to the Service through misuse of such credentials. Customer agrees to:

• use commercially reasonable measures to secure API Credentials;
• immediately notify Levelup of any suspected or actual unauthorized use or compromise of API Credentials; and
• be solely liable for any activity conducted through the use of Customer’s API Credentials, whether authorized or unauthorized.

Levelup reserves the right to suspend or revoke API access if it determines that API Credentials have been compromised or misused. Customer acknowledges that Levelup is not liable for any unauthorized access to the Service resulting from Customer’s failure to secure API Credentials. Levelup shall not be responsible for any damages arising from unauthorized API use or security breaches, except where such use or breach results directly from Levelup’s gross negligence or willful misconduct

2.7. Prohibition on Special Categories of Personal Data or Sensitive Data

I. No Special Categories of Personal Data or Sensitive Data Unless expressly authorized in writing by Levelup, Customer shall not upload, submit, or otherwise provide any Special Categories of Personal Data or Sensitive Data.

II. Note on Financial Data Financial or banking information that Levelup accesses through integrations with accounting or other financial platforms is treated as confidential Personal Data (where it identifies an individual) but is generally not considered Sensitive Data under GDPR's specific legal definition (Article 9). GDPR defines Sensitive Data narrowly to categories such as health data, racial or ethnic origin, political opinions, religious beliefs, etc. While Levelup will treat financial data with strict confidentiality and security, it is not subject to the specific additional restrictions applicable only to GDPR Article 9 Sensitive Data.

III. Unauthorized Submissions In the event Customer nonetheless uploads or provides any Sensitive Data, Customer acknowledges and agrees that it remains solely responsible for ensuring lawful Processing of such data under all applicable Data Protection Laws, and will indemnify Levelup from any claims or liabilities resulting from the unauthorized submission of such data. Levelup disclaims any liability for the Processing of such data where not expressly authorized in writing.

2.8. Children’s Data

I. No Collection from Under 13 The Service is not directed to children under the age of 13, and Levelup does not knowingly collect or solicit Personal Data from children under 13. If Customer or Customer’s Users are located in a jurisdiction with a higher age threshold for parental Consent (e.g., age 16 in certain regions), Customer must ensure that no Personal Data from such minors is submitted unless all applicable legal requirements have been met.

II. Responsibility Customer shall not permit the creation of accounts for, or the submission of data relating to, children under 13 (or such higher age as mandated by local law) on or through the Service, except as expressly authorized in writing by Levelup. In the event such data is inadvertently uploaded, Customer agrees to notify Levelup promptly and cooperate in deleting such data.

III. Disclaimer Levelup disclaims all liability for any unauthorized provision of children’s Personal Data by Customer or Customer’s Users, and Customer shall indemnify Levelup for any claims or damages resulting from Customer’s violation of this provision.

3. Third-Party Applications

The Service may work together with Third-Party Applications, and Customer, at its sole option, may choose to use such Third-Party Applications. If necessary for the Service and a Third-Party Application to work together, Customer will provide its login information to Levelup solely for the purpose of delivering the Service. Customer represents and warrants that it is authorized to provide such Third-Party Credentials and that doing so does not breach any terms, agreements, or restrictions imposed by the applicable Third-Party Application provider.

Levelup does not endorse, control, or assume any liability for Third-Party Applications. Customer acknowledges that this Agreement does not apply to Customer’s use of any Third-Party Applications and that Customer may be required by the providers of such Third-Party Applications to enter into separate agreements for their use. Levelup expressly disclaims all representations and warranties relating to any Third-Party Applications, and Customer’s use of such applications is at its own risk. Levelup shall have no liability or other obligation arising out of or related to any Third-Party Applications, including, without limitation:

• the accuracy, reliability, availability, or performance of any Third-Party Application;
• any data loss, corruption, unauthorized disclosure, or breach arising from Customer’s use of or integration with any Third-Party Application; or
• any damages or losses, direct or indirect, resulting from errors, downtime, security failures, or unauthorized access through Third-Party Applications.

Levelup may suspend or terminate access to Third-Party Applications if it determines that continued access poses a security risk or may result in harm to Levelup, Customer, or the Service. Customer agrees that Levelup shall not be liable for any disruption or suspension of Third-Party Application access, even if such suspension affects Customer’s use of the Service.

4. Payment Obligations

4.1. Fees

Customer will pay Fees for access to and use of the Service as set forth on the applicable Order. All Fees will be paid in the currency stated in the applicable Order or, if no currency is specified, U.S. dollars. Payment obligations are non-cancelable and, except as expressly stated in this Agreement, non-refundable. Levelup may modify its Fees or introduce new fees at its sole discretion; however, any such modifications shall only become effective upon providing Customer with written notice at least thirty (30) days in advance of the effective date of such modifications. During this notice period, Customer may evaluate the new fee structure and, if Customer does not agree with the changes, may elect to terminate its Subscription without incurring any cancellation or termination fees. In all cases, Customer shall have the right to choose not to renew its Subscription if it does not agree with any new or revised Fees.

4.2. Payment

Levelup will charge Customer for the Fees via credit card or ACH payment based on the payment information provided by Customer, either directly or through its Payment Processor. Customer is solely responsible for providing and maintaining current credit card or ACH information; failure to do so may result in suspension of the Service. Levelup may make multiple re-attempts to charge Customer’s payment instrument for up to thirty (30) days after the first failed charge attempt, unless the Subscription is otherwise terminated or suspended. Levelup will also have the right to set off any Fees due from Customer to Levelup. If Customer pays the Fees through a Payment Processor, such processing will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to this Agreement. Levelup is not responsible for any error by, or other acts or omissions of, the Payment Processor. Levelup reserves the right to correct any errors or mistakes that the Payment Processor makes even if Levelup has already requested or received payment. If authorized by Customer through acceptance of an Order, recurring charges (e.g. monthly billing) will be charged to Customer’s payment instrument without further authorization from Customer, until Customer terminates this Agreement, or changes its payment method in Customer's Account in the Service.

4.3. Taxes

Fees do not include any Taxes. Customer is responsible for paying all Taxes associated with its purchases hereunder. If Levelup has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 4.3. Taxes, Levelup will invoice Customer and Customer will pay that amount unless Customer provides Levelup with a valid tax exemption certificate authorized by the appropriate taxing authority in advance. For clarity, Levelup is solely responsible for taxes assessable against it based on its income, property, and employees.

4.4. Failure to Pay

If Customer fails to pay any Fees when due, Levelup may suspend Customer’s access to the Service immediately without notice until all overdue amounts are paid in full. Customer also authorizes Levelup to reattempt charging Customer’s payment instrument up to three times if an initial charge attempt is unsuccessful. If suspension occurs, Customer remains liable for all applicable Fees during the suspension period. If non-payment is not cured within thirty (30) days of suspension, Levelup may terminate this Agreement without further notice. If Customer believes that Levelup has billed Customer incorrectly, Customer must contact Levelup in writing no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Once Levelup receives notice of a disputed invoice, Levelup will review such notice and provide Customer with a written decision regarding the dispute via email (in accordance with Section 11.7. Notices), including any relevant documentary support for that decision. If Levelup reasonably determines that the amounts billed are, in fact, due, Customer will pay such amounts (if not already paid) within ten (10) days following Levelup’s written decision.

5. Term and Termination

5.1. Agreement Term, Renewals, and Trial Period

I. Agreement Term and Renewals Subscriptions to access and use the Service commence on the Subscription Start Date and continue for the Subscription Period. This Agreement becomes effective on the first day of the Subscription Period and remains in effect throughout the Subscription Period, including any renewals, and for any Term during which Customer uses the Service. Customer may elect not to renew its Subscription by providing written notice to Levelup at billing@levelup.ai, subject to Levelup’s written confirmation, or by modifying its Subscription via Customer's Account within the Service. In the event that the Parties terminate this Agreement, all outstanding Orders shall automatically terminate.

II. Trial Period Upon creating an account, Customer is entitled to a Trial Period. To activate the trial, Customer must create an account and provide valid payment details. At the end of the Trial Period, Customer will be charged the applicable Fees for the selected Subscription unless Customer cancels the Subscription prior to the end of the trial. Levelup reserves the right, at its sole discretion, to extend the Trial Period. Beta Features may be made available to Customers during a Trial Period, but participation in Beta Features does not affect the terms of the Trial Period or extend its duration. Beta Features are provided on an “as-is” basis and may be discontinued at any time without notice.

5.2. Termination

I. Termination for Breach Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after the breaching party’s receipt of such notice.

II. Termination by Levelup for Cause Levelup may suspend or terminate this Agreement or Customer’s access to the Service immediately, without prior notice, if:

1. Customer violates any applicable law or regulation in connection with its use of the Service;

2. Customer breaches any acceptable use policy, API Usage Limits, or other published guidelines governing Customer's use of the Service;

3. Customer's use of the Service threatens the security, stability, or integrity of the Service or Levelup's systems;

4. Levelup reasonably believes that continued provision of the Service to Customer may expose Levelup to legal liability or regulatory sanctions; or

5. Customer becomes insolvent, enters bankruptcy, or ceases to conduct business.

III. Security and Regulatory Cure Period In cases where Customer’s use of the Service threatens security, regulatory compliance, or exposes Levelup to legal liability, Levelup reserves the right to suspend or terminate the Service immediately. However, where feasible and where the threat does not pose an immediate and material risk to Levelup or its systems, Levelup shall provide Customer with seven (7) days’ notice to remedy the situation prior to termination. Levelup retains sole discretion in determining whether a cure period is appropriate under the circumstances, and such discretion shall not be deemed unreasonable or arbitrary.

IV. Termination for Convenience Levelup may terminate this Agreement for convenience upon providing thirty (30) days’ written notice to Customer. In such case, Levelup will provide a prorated refund of any prepaid Fees for the remaining portion of the Subscription Period.

5.3. Effect of Termination

I. Termination Rights and Fees If Customer terminates this Agreement due to Levelup’s uncured breach, Levelup will refund any unused, prepaid Fees for the remainder of the then-current Subscription Period. If Levelup terminates this Agreement due to Customer’s uncured breach or for cause under Section 5.2. (II). Termination by Levelup for Cause, Customer shall pay all outstanding Fees and any applicable early termination charges.

II. Loss of Access Upon termination or expiration of this Agreement, all rights and licenses granted by Levelup to Customer hereunder will immediately terminate, and Customer shall cease all use of the Service. Customer shall also delete or destroy any Levelup Materials in its possession, except as otherwise permitted under this Agreement.

III. Data Deletion Within thirty (30) days of any termination or expiration of this Agreement, or upon Customer’s written request (including if Customer deletes its Customer Account within the Service), Levelup shall, at Customer’s option, either securely delete or return all Customer Data (including any Personal Data, User Submissions, or User Information) in accordance with the Privacy Policy and DPA.

IV. Archival or Backup Copies Notwithstanding the foregoing, Levelup may retain archival or backup copies of Customer Data:

1. Purposes:

   • to comply with applicable laws or regulations,
   • to resolve disputes or enforce Levelup's legal rights, or

   • to protect Levelup's legitimate business interests where such retention is permitted by law.

2. Retention Period:

   • such archival or backup copies shall be maintained for no longer than twelve (12) months from the date of termination or expiration of this Agreement, unless a longer period is required by applicable law or regulatory obligations.

3. Security and Confidentiality:

   • throughout the retention period, Levelup shall ensure that any retained archival or backup copies remain subject to the same confidentiality, security, and data protection obligations applicable under this Agreement, including those set forth in the Privacy Policy and the DPA.

4. Deletion of Archival Copies:

   • Upon expiration of the retention period, Levelup shall securely delete or destroy all remaining archival copies, unless continued retention is required to comply with applicable legal or regulatory obligations.

V. DPA Precedence For the avoidance of doubt, where Personal Data is involved, all deletion, retention, or return-of-data timelines set forth in this Agreement are subject to the terms of the DPA. If there is any conflict between this Agreement and the DPA concerning Personal Data, the DPA shall control.

VI. Retention of Aggregated Data Termination or expiration of this Agreement will not affect Levelup’s right to retain and use Aggregated Data derived from Customer Data or Service Usage Data in accordance with Section 10.3. (III). Use of Aggregated Data. Any such Aggregated Data shall remain anonymized and de-identified.

VII. Customer’s Post-Termination Obligations Customer shall remain liable for any unpaid Fees incurred prior to the effective date of termination. Additionally, those Sections of this Agreement regarding Confidentiality, Indemnification, Limitation of Liability, Arbitration, and Governing Law shall survive termination or expiration of this Agreement.

5.4. Survival

The following sections will survive any termination or expiration of this Agreement:

1. Section 1.5. Levelup's Ownership,

2. Section 3. Third-Party Applications,

3. Section 4. Payment Obligations,
4. Section 5. Term and Termination,

5. Section 6.2. Warranty Disclaimer,

6. Section 7. Limitation of Liability ,

7. Section 8. Indemnification,

8. Section 9. Confidentiality,

9. Section 10. Data, and

10. Section 11. General Terms

Additionally, the Privacy Policy and DPA, each incorporated by reference, will also survive any termination or expiration of this Agreement to the extent necessary to fulfill continuing obligations relating to data protection, confidentiality, or other provisions that, by their nature, are intended to survive.

6. Warranties and Disclaimers

6.1. Warranties

Customer represents and warrants that all User Submissions submitted by Users follow all applicable laws, rules and regulations.

6.2. Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN A SEPARATELY EXECUTED SLA, THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. LEVELUP EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES OF UPTIME, AVAILABILITY, OR PERFORMANCE.

ALL BETA FEATURES AND TRIAL PERIOD FEATURES ARE PROVIDED FOR EVALUATION PURPOSES ONLY AND ON AN ‘AS IS’ BASIS, WITHOUT ANY WARRANTIES, GUARANTEES, OR SERVICE COMMITMENTS. LEVELUP MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING BETA FEATURES OR FEATURES AVAILABLE DURING A TRIAL PERIOD, INCLUDING THEIR SECURITY, AVAILABILITY, OR RELIABILITY. CUSTOMER ACKNOWLEDGES THAT LEVELUP DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. ANY ADDITIONAL PERFORMANCE OR AVAILABILITY COMMITMENTS MUST BE SET FORTH IN A SEPARATE SLA.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TYPES OF WARRANTIES, AND/OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS, THE FOREGOING DISCLAIMERS AND LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

6.3. No Financial, Accounting, or Legal Advice

CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS PROVIDED FOR GENERAL BUSINESS AND INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE FINANCIAL, ACCOUNTING, LEGAL, OR TAX ADVICE. LEVELUP DOES NOT REPRESENT ITSELF AS A CERTIFIED PUBLIC ACCOUNTING FIRM, LAW FIRM, OR FINANCIAL ADVISOR. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY, ADEQUACY, AND APPLICABILITY OF THE SERVICE’S OUTPUTS, CALCULATIONS, OR SUGGESTIONS AND FOR OBTAINING ANY PROFESSIONAL ADVICE NECESSARY TO EVALUATE SUCH OUTPUTS.

7. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL LEVELUP BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, LEVELUP’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THESE LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER ANY REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT. NOTHING IN THIS SECTION SHALL BE CONSTRUED TO LIMIT LEVELUP’S LIABILITY FOR DAMAGES ARISING FROM ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

8. Indemnification

8.1. Levelup’s Indemnification Obligations

Levelup will defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the Service, as provided by Levelup and used in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights. This indemnity is subject to all limitations in this Agreement, including limitations on liability.

8.2. Customer’s Indemnification Obligations

I. General Indemnification Customer will defend, indemnify, and hold harmless Levelup Parties from and against any third-party claim, action, suit, proceeding, or demand arising out of or relating to:

1. any wrongful or unlawful conduct by Customer or its Users in connection with or related to their use of the Service, including but not limited to any violation of applicable laws or regulations, any breach of this Agreement, or any infringement of a third party's intellectual property rights arising from such use;

2. any modification of the Service by any party other than Levelup, unless such modification is approved in writing by Levelup;

3. the combination, operation, or use of the Service with software or other products not provided by Levelup, unless approved in writing by Levelup;

4. any claims, losses, or damages arising from Customer's provision of inaccurate, incomplete, or unauthorized User Information or from Customer's instructions regarding the Processing of such information that result in any violation of applicable Data Protection Laws; and

5. any data breach, security incident, or unauthorized access resulting from Customer's failure to properly secure its systems, APIs, credentials, or configurations of the Service, including but not limited to insufficient security measures, credential mismanagement, or improper API usage.

II. Regulatory Fines and Penalties For the avoidance of doubt, Customer’s indemnification obligations under this Section shall include any regulatory fines, penalties, or costs incurred by Levelup arising out of or relating to a data breach, security incident, or unauthorized access caused by Customer’s actions or omissions.

III. Third-Party API or Credential Usage Customer’s indemnification obligations shall extend to any security incidents, breaches, or claims arising from third-party API integrations, applications, or credentials authorized or configured by Customer to interact with the Service.

8.3. Potential Infringement

If, as a result of any claim of infringement, a court of competent jurisdiction determines or Levelup reasonably believes that the Service infringes any third party’s intellectual property rights, Levelup may, at its sole discretion and expense:

1. modify or replace the Service to render it non‑infringing, provided that such modification or replacement contains substantially similar features and functionality;

2. obtain for Customer a license to continue using the Service at Levelup's expense; or

3. if neither (I) nor (II) is commercially practicable, terminate this Agreement.

In the event of termination pursuant to this Section, Levelup’s sole remedy shall be to provide Customer with a pro‑rated refund of any prepaid but unused Fees for the remaining portion of Customer’s current Term, and Customer acknowledges that no further remedy shall be available with respect to the infringement claim. Customer acknowledges that the remedies set forth in this Section 8.3. Potential Infringement are the sole and exclusive remedy available for any claim of infringement.

8.4. Indemnification Process

In the event of a potential indemnity obligation, the Party seeking indemnification must:

1. provide prompt notice to the indemnifying Party concerning the existence of an indemnifiable claim;

2. promptly provide the indemnifying Party with all information and assistance reasonably requested; and

3. cooperate fully with the indemnifying Party in defending the claim. Failure to give prompt notice shall not constitute a waiver of a Party's right to indemnification and shall affect the indemnifying Party's obligations under this Agreement only to the extent that the indemnifying Party's rights are materially prejudiced by such failure or delay. The indemnifying Party shall have full control and authority over the defense of any claim; provided, however, that any settlement requiring the Party seeking indemnification to admit liability or make any financial payment shall require such Party's prior written consent, not to be unreasonably withheld or delayed; and

4. promptly notify the indemnifying Party in writing of any claim or demand arising from third-party actions related to Sub-Processor activities; failure to do so shall relieve the indemnifying Party of any indemnification obligations with respect to such claim, except to the extent that the indemnifying Party is not materially prejudiced by the delay.

9. Confidentiality

9.1. Confidentiality Obligations

Each Party shall protect all Confidential Information disclosed by the other in accordance with this Agreement. Confidential Information does not include information that:

1. becomes publicly available without breach;
2. was known to the Receiving Party prior to disclosure;

3. is rightfully obtained from a third party without an obligation of confidentiality; o

4. is independently developed by the Receiving Party without reference to the Disclosing Party's information.

In the event of any conflict between the confidentiality obligations under this Agreement and the data protection provisions of the DPA or Privacy Policy regarding Personal Data, the terms of the DPA or Privacy Policy shall control. For further clarity, this Agreement and all information contained in every Order shall be deemed Confidential Information of both Parties.

9.2. Protection and Use of Confidential Information

The Receiving Party will: I. protect the Disclosing Party’s Confidential Information using the same degree of care used to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care;
II. limit access to the Confidential Information to those Representatives who need to know such information in connection with this Agreement and who are bound by confidentiality and non-use obligations just as protective of the Disclosing Party’s Confidential Information as the terms of this Agreement;
III. except as expressly set forth herein, make all commercially reasonable efforts not to disclose any of Disclosing Party’s Confidential Information to any third parties without the Disclosing Party’s prior written consent; and
IV. will not use the Disclosing Party’s Confidential Information for any purpose other than to fulfill its obligations under this Agreement. Nothing above will prevent either party from sharing the terms of this Agreement or the name of the other party with prospective investors or acquirors; provided, however, that the foregoing persons or entities are bound to standard confidentiality obligations.

9.3. Compelled Access or Disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure.

9.4. Feedback

Customer may from time to time provide Feedback. Levelup may incorporate such Feedback into its Service or related offerings. By submitting Feedback, Customer hereby grants to Levelup a royalty-free, worldwide, perpetual, irrevocable, fully transferable, and sublicensable right and license to use, disclose, reproduce, modify, create derivative works from, distribute, display, perform, and otherwise exploit such Feedback for any purpose, entirely without obligation or restriction of any kind, except that Levelup will not identify Customer as the provider of such Feedback without Customer’s prior written consent.

For the avoidance of doubt, Feedback does not include any Customer Data, Confidential Information, Personal Data, or proprietary materials owned by Customer, and all rights, title, and interest in and to Customer’s proprietary materials and Confidential Information shall remain vested exclusively in Customer. Nothing in this Agreement shall be construed as transferring or granting to Levelup any rights, title, or interest in such Customer-owned materials.

9.5. Security Breach Notification

In the event of a security breach that results in the unauthorized access, use, or disclosure of Personal Data processed on behalf of Customer, Levelup shall notify Customer without undue delay and, in any event, no later than seventy-two (72) hours after becoming aware of the breach. Such notification shall include, to the extent available, a description of the nature of the breach, the categories and approximate number of Data Subjects affected, the likely consequences of the breach, and the measures taken or proposed to be taken to mitigate its effects. Levelup shall cooperate with Customer and provide all reasonable assistance to facilitate compliance with any applicable notification requirements. Levelup shall also assist Customer in communicating with any relevant supervisory authorities and affected Data Subjects, where required by applicable Data Protection Laws.

10. Data

10.1. User Information

Customer and its Users must provide User Information upon logging into the Service in order to access the Service. Customer grants Levelup and its Representatives the right to store, process, and retrieve the User Information in connection with Customer’s use of the Service. Customer represents and warrants that it has obtained all necessary rights to transfer User Information to Levelup and to process the User Information as contemplated by this Agreement. Customer is responsible for all User Information. Accordingly, Customer is responsible for all resulting liability if usernames, passwords, tokens, or keys in Customer’s possession are used by any party not authorized to do so.

10.2. User Submissions

Customer hereby grants Levelup and its Representatives a non-exclusive, worldwide, royalty-free, paid-up, transferable right and license to use, process, display, and store User Submissions solely for the purpose of providing, maintaining, and improving the Service to Customer. Except for the limited rights and licenses granted in this Agreement, Customer will own all right, title and interest in and to the User Submissions and there are no implied licenses under this Agreement.

10.3. Service Usage Data

As Customer (including its Users) interacts with the Service, Levelup collects Service Usage Data.

I. Raw Data In its initial form, Service Usage Data may include information that could identify individual Users. Such raw data is processed by Levelup solely as a Processor in accordance with the Customer’s instructions and the DPA.

II. Aggregation and Anonymization Once the raw data is aggregated and anonymized, so that it no longer reveals any User Information, User Submissions, or any personal identifying information of Customer, it becomes Aggregated Data.

III. Use of Aggregated Data Levelup owns all right, title, and interest in Aggregated Data and may use it as a Controller for any lawful purpose, including analytics, research, product development, and improving the Service. For clarity, nothing in this Section 10.3. Service Usage Data permits Levelup to identify Customer (including its Users) as the source of Aggregated Data.

10.4. Data Protection

Levelup has established and implemented reasonable information security practices regarding the protection of Customer Data, including administrative, technical, and physical security processes. Notwithstanding the foregoing, Customer is responsible for maintaining appropriate security, protection and backup of its hardware, software, systems, information, and Customer Data. Levelup will, during the Term of this Agreement, process all Customer Data in accordance with Levelup’s DPA. Where required by applicable Data Protection Laws, including the GDPR, Levelup shall assist Customer in conducting a Data Protection Impact Assessment (“DPIA”) and fulfilling any consultation requirements with supervisory authorities as provided in the DPA.

11. General Terms

11.1. Publicity

Provided that Customer gives its prior written consent, Levelup may identify Customer and use and display Customer’s name, logo, trademarks, or service marks on Levelup’s website and in Levelup’s marketing materials.

11.2. Beta Features

From time to time, Levelup may provide access to features in beta or pre-release form. All data processed in connection with such Beta Features remains subject to this Agreement, the Privacy Policy and DPA. Any Beta Features are provided on an “as is” basis without warranties of any kind, and may be modified or discontinued at any time without notice. Levelup shall have no liability whatsoever for Beta Features, and no obligation to continue providing them.

11.3. Force Majeure

Levelup will not be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of Levelup that make it impossible or commercially impracticable for such party to perform its obligations hereunder, which may include failure by a third-party hosting provider or utility provider, strikes (provided that such strike does not involve the employees of the party failing to perform), shortages, riots, fires, acts of God, war, terrorism, and governmental action.

11.4. Changes

Customer acknowledges that Levelup may periodically make changes or enhancements to the Service to improve Customer experience, provided that such changes do not materially decrease the core functionality of the Service. Levelup may unilaterally modify the terms of this Agreement. When this occurs, Levelup will communicate any material changes by posting an announcement at levelup.ai/terms and/or may send Customer an email at least thirty (30) days prior to the effective date of such changes. Continued use of the Service after the effective date of the updates constitutes acceptance of the updated Agreement.

11.5. Relationship of the Parties

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

11.6. No Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement; a person who is not a party to this Agreement may not enforce any of its terms under any applicable law. Notwithstanding the foregoing, nothing in this Section 11.6. No Third-Party Beneficiaries shall limit or exclude any third-party rights expressly provided under the Standard Contractual Clauses incorporated in the DPA or any other mandatory data-protection requirements.

11.7. Notices

I. Primary Method: Email Except where this Agreement specifies otherwise, all Notices required or permitted under this Agreement must be in writing and delivered by email. A Notice sent via email is deemed effective one (1) business day after it was sent, provided that the sender does not receive a bounce-back or similar error message.

• If to Levelup: hello@levelup.ai
• If to Customer: the email address(es) associated with Customer's Account.

Customer is solely responsible for maintaining a valid, up-to-date email address within its account in the Service. If Customer’s designated email address becomes invalid, or the sender receives a bounce-back indicating the email is undeliverable, Levelup may (but is not obligated to) use any other method reasonably designed to reach Customer (including, without limitation, physical mail or posting within the Service)

II. Backup Method: Physical Mail or Courier If an email Notice is returned as undeliverable, or a party reasonably determines that email alone is insufficient or otherwise ineffective, that party may provide Notice by personal delivery, nationally recognized overnight courier, or certified/registered mail (return receipt requested, postage prepaid) as follows:

• If to Levelup: Levelup Intelligence, Inc.
  412 W. Rivers Edge Dr., #32
  Provo, UT 84604, USA

Such Notice shall be deemed effective upon receipt (as confirmed by courier tracking or the signed return receipt), or three (3) business days after dispatch, whichever occurs first.

III. No Requirement for Multiple Methods

Unless otherwise expressly stated in this Agreement, a party need not send the same Notice by more than one method. However, if email fails or is deemed insufficient, the physical mailing address listed above for Levelup shall serve as the fallback location for Notices.

11.8. Amendment and Waivers

No modification or amendment to this Agreement will be effective unless made in writing and signed or accepted by an authorized representative of both Parties. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

11.9. Severability

This Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

11.10. Assignment

Neither party shall assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other party, except that Levelup may assign this Agreement, in its entirety and without Customer’s consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. In any such assignment, the assignee shall be bound by all of Levelup’s obligations under this Agreement, and Levelup shall use commercially reasonable efforts to ensure continuity of Service and maintain the same level of data security and protection as provided herein. Any purported assignment in violation of this provision shall be null and void.

11.11. Arbitration; Class Action Waiver

I. Binding Arbitration Except where prohibited by law or as otherwise provided herein, any dispute, claim, or controversy arising out of or relating to this Agreement (including its interpretation, formation, breach, termination, or validity), whether in contract, tort, or otherwise, shall be resolved exclusively by final and binding arbitration administered by JAMS under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator in Salt Lake City, Utah, unless the Parties mutually agree otherwise.

II. Selection of Arbitrator If the Parties are unable to agree on an arbitrator within fifteen (15) days of a written demand for arbitration, JAMS shall appoint an arbitrator with experience in matters relating to enterprise software or SaaS services.

III. Federal Arbitration Act; Delaware Law. The Parties agree that the Federal Arbitration Act (9 U.S.C. § 1 et seq.) shall govern the interpretation, enforcement, and proceedings of this arbitration provision. The substantive law of the State of Delaware, without regard to its conflict-of-laws principles, shall apply to the merits of any dispute, claim, or controversy.

IV. Class Action Waiver Each Party agrees that any arbitration shall be conducted solely on an individual basis. Neither Party may bring claims in a class, consolidated, or representative action, and the arbitrator shall not have authority to combine or aggregate similar claims or conduct any class, collective, or representative proceeding. If any court or arbitrator determines that the class action waiver is unenforceable, then the arbitration provision shall be deemed severed and any class action claim shall proceed in a court of competent jurisdiction as set forth in Section 11.12. Governing Law and Venue for Litigation.

V. Alternative for Unenforceable Class Action Waiver If a court or arbitrator determines that the class action waiver is unenforceable, the Parties agree that arbitration shall continue to be the exclusive forum for resolving all individual claims, and no collective or class action shall be permitted. In such case, the Parties further agree that any class action claim may only proceed in a court of competent jurisdiction and not through arbitration.

VI. Exceptions and Injunctive Relief Nothing in this Section shall limit either Party’s right to seek injunctive or equitable relief in a court of competent jurisdiction for claims involving intellectual property, unauthorized use or access of the Service, or breaches of confidentiality and data protection obligations.

VII. Arbitration Award The arbitrator’s award shall be in writing, state the reasons for the award, and be final and binding on the Parties. Judgment on the award may be entered in any court having jurisdiction thereof.

VIII. Arbitration Costs and Attorneys’ Fees Unless the arbitrator determines that a claim or defense was frivolous or made in bad faith, each party shall bear its own attorneys’ fees and costs. If the arbitrator finds that a claim or defense was frivolous or made in bad faith, or determines that one party is the prevailing party under applicable law, the arbitrator may, at its discretion, award reasonable attorneys’ fees and costs to the prevailing party.

IX. Severability and Survival Except as set forth in Section 11.11. (IV). Class Action Waiver, if any provision of this Section 11.11. Arbitration; Class Action Waiver is deemed invalid or unenforceable, the remaining provisions shall remain in effect. This arbitration provision shall survive the expiration or termination of this Agreement for any reason.

11.12. Governing Law and Venue for Litigation

I. Governing Law
If a dispute, claim, or controversy is found not subject to arbitration under Section 11.11. Arbitration; Class Action Waiver, or if any claim must be litigated in court for injunctive relief or otherwise, this Agreement and any such dispute shall be governed exclusively by the internal laws of the State of Delaware, without regard to its conflict-of-laws principles.

II. Venue and Jurisdiction For any such litigation not subject to arbitration, each Party hereby irrevocably consents to the exclusive jurisdiction of the state or federal courts located in New Castle County, Delaware, and waives any objection to venue or personal jurisdiction in those courts. Each Party expressly waives any right to a jury trial in any such action or proceeding.

III. Litigation Costs and Attorneys’ Fees Unless otherwise determined by the arbitrator (or court, if applicable), each Party shall bear its own attorneys’ fees and costs. In the event any law, rule, or regulation provides that the prevailing Party is entitled to attorneys’ fees or costs, such rights shall apply only to the extent permitted by such law.

11.13. Export Control and Sanctions

I. Compliance with Laws Each party shall comply with all applicable export control and economic sanctions laws and regulations, including those administered or enforced by the U.S. Department of Commerce (Bureau of Industry and Security), the U.S. Department of the Treasury (Office of Foreign Assets Control or “OFAC”), and any other relevant governmental authority (collectively, “Export Control Laws”).

II. Customer Representations Customer represents and warrants that:

1. It is not located in, under the control of, or a national or resident of any country that is subject to a U.S. government embargo or has been designated by OFAC as a "terrorist-supporting" country; and

2. It is not listed on any U.S. government list of prohibited or restricted parties, including the OFAC Specially Designated Nationals and Blocked Persons List; and

3. it will not authorize or otherwise permit any User, Affiliate, or third party to access or use the Service in violation of Export Control Laws or in any such prohibited jurisdiction or by any prohibited person or entity.

III. Restrictions Customer shall not, directly or indirectly, export, re-export, transfer, or make available any part of the Service (including any software, documentation, or technical data) to any destination, entity, or person restricted or prohibited by Export Control Laws, unless it has obtained prior authorization from the appropriate governmental authorities. Customer shall be solely responsible for ensuring its compliance with Export Control Laws and for monitoring any modifications to those laws or regulations.

IV. Suspension or Termination Levelup may immediately suspend or terminate the Service and/or this Agreement if it believes, in its sole discretion, that Customer or any User is accessing or using the Service in violation of Export Control Laws or the warranties set forth in this Section 11.13. Export Control and Sanctions.

V. Survival Customer’s obligations under this Section 11.13. Export Control and Sanctions shall survive termination or expiration of this Agreement.

11.14. Entire Agreement

The Privacy Policy and DPA, as incorporated herein, shall be interpreted and applied in a manner consistent with this Agreement. In the event of any inconsistency, the order of precedence set forth above shall govern. This Agreement, including all referenced pages and Orders, if applicable, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

Exhibit A

Glossary

“Affiliate”

Any entity that directly or indirectly owns fifty percent (50%) or more of the voting power or equity interest in a Party, or any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. For the purposes of this definition, “control” means the power to direct the management or policies of an entity, whether through ownership, voting power, or other means.

“Agreement”

The entirety of this Terms of Service, including all Orders and any incorporated documents (such as the Privacy Policy and the Data Processing Agreement).

“Aggregated Data”

Data derived from Customer Data or Service Usage Data that has been anonymized, de-identified, and aggregated such that it no longer identifies or relates to any individual Customer, User, or Data Subject. Aggregated Data may be used by Levelup for any lawful purpose, including but not limited to analytics, research, and improving the Service. For clarity, Aggregated Data is a subset of Service Usage Data that has undergone anonymization and aggregation processes.

“API(s)”

Application program interfaces provided by Levelup to enable Customer’s access to the Service.

“API Credentials”

The unique authentication keys, tokens, or other access credentials issued by Levelup to Customer for the purpose of accessing and integrating with the Service through Levelup’s API. API Credentials may include, without limitation, API keys, OAuth tokens, client IDs, and other secure credentials used to authenticate and authorize API requests. Customer is responsible for maintaining the security and confidentiality of its API Credentials to prevent unauthorized access to the Service.

“API Usage Limits”

The maximum allowable number of API calls, requests, or operations that Customer may initiate through Levelup’s API within a specified time period, as defined in the applicable API documentation or communicated by Levelup with reasonable prior notice. Levelup reserves the right to modify API Usage Limits at its discretion, provided that reasonable notice is given to Customer prior to the implementation of such modifications.

“Beta Features”

Features of the Service offered in beta or pre-release form on an “as is” basis. Participation in Beta Features does not extend the duration of any Trial Period, and Beta Features may be discontinued at any time at Levelup’s discretion without impacting the terms of the Trial Period.

“Confidential Information”

Any non‑public, proprietary, or sensitive information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) that is designated as confidential or should reasonably be understood to be confidential. Any Customer Data that is not publicly available is deemed Confidential Information. If Confidential Information includes Personal Data, it is additionally subject to the Privacy Policy and DPA.

“Consent”

A freely given, specific, informed, and unambiguous indication by which an individual expresses their agreement to the Processing of their Personal Data. Consent may be provided in writing, electronically, or by any other clear affirmative action, and may be withdrawn at any time.

“Contractual Necessity”

The legal basis for Processing Personal Data when such Processing is required to perform a contract to which the Data Subject is a party, or to take steps at the Data Subject’s request prior to entering into a contract. In the context of this Agreement, it refers to the necessity of Processing Personal Data to provide and maintain the Service in accordance with the contractual obligations between Levelup and Customer.

“Controller”

An entity that determines the purposes and means of Processing Personal Data.

“Cookies”

Small text files or pieces of data that are stored on a User’s device (such as a computer, tablet, or smartphone) by a web browser when the User visits Levelup’s website or uses the Service. Levelup uses Cookies to recognize returning Users, maintain User sessions, personalize content (including language and regional preferences), analyze usage patterns, and deliver targeted advertising or promotional content. Cookies may be set by Levelup or by third-party Service Providers integrated into the Service. Disabling Cookies may impact certain functionalities of the Service and may result in a less personalized user experience.

“Customer”

A company or other legal entity that accepts this Agreement and purchases access to the Service.

“Customer Account”

The unique online account established by Customer on the Service, which provides access to and facilitates management of Customer’s Subscription, billing information, settings, login credentials, and any associated data.

“Customer Account Data”

A subset of Customer Data that Levelup processes to manage or administer its relationship with Customer. This includes, without limitation, the Personal Data of individuals authorized by Customer to access Customer’s account (such as names, contact information, billing addresses, payment details, Subscription information) and any data Levelup may need for identity verification or to satisfy applicable Data Protection Laws.

“Customer Data”

All data, information, content, and materials that Customer (including its Users) uploads, submits, or otherwise provides to the Service, including, without limitation, User Submissions, User Information, Customer Account Data, and Customer Usage Data. Customer Data does not include Service Usage Data or Aggregated Data derived from Customer’s use of the Service.

“Customer Usage Data”

A subset of Customer Data that Levelup collects and processes about Customer’s or its Users’ interactions with the Service. This includes, without limitation, usage logs, performance metrics, analytics, activity logs identifying the source or destination of a communication, and data used to optimize or maintain performance of the Service and to investigate or prevent system abuse. Some Customer Usage Data may be anonymized.

“Data Exporter”

Means Customer.

“Data Importer”

Means Levelup.

“Data Protection Impact Assessment” (“DPIA”)

A process required under Article 35 of the GDPR to assess the potential risks associated with data processing activities that are likely to result in a high risk to the rights and freedoms of Data Subjects. A DPIA evaluates the nature, scope, context, and purposes of Processing to identify, mitigate, and minimize risks to Personal Data.

“Data Protection Laws”

Any applicable federal, state, local, and international laws, regulations, rules, or guidelines relating to the Processing, storage, transfer, or protection of Personal Data. This includes, without limitation: (1). The General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), (2). The Swiss Federal Act on Data Protection, (3). The GDPR as it forms part of the law of the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”), (4). The UK Data Protection Act 2018, (5). The California Consumer Privacy Act (“CCPA”), (6). The Privacy and Electronic Communications (EC Directive) Regulations 2003, (7). The Nevada Privacy Law, (8). And any other data protection legislation or regulatory guidance in jurisdictions where Levelup operates.

This term also includes any amendments, successors, or analogous laws. The specific definitions of “Data Subject,” “Personal Data,” “Personal Data Breach,” “Processing,” “Processor,” “Controller,” and “Supervisory Authority” are set out in this Agreement or Levelup’s Privacy Policy, which adopt the corresponding definitions from the GDPR.

“Data Subject”

Any natural person whose Personal Data is collected, processed, or otherwise handled by Levelup in connection with the Service. This includes any individual who is the subject of Personal Data under applicable Data Protection Laws, such as the GDPR. For example, if Personal Data is collected via a Customer’s account or User Submissions, the individual whose data is involved is considered a Data Subject.

When a User’s personal information is processed, that individual is considered both a User (for purposes of accessing and using the Service under Customer’s direction) and a Data Subject (for purposes of data protection and privacy rights). In such cases, any rights or obligations applicable under applicable Data Protection Laws as a Data Subject shall be available to that individual. However, Customer remains responsible for ensuring that it has obtained all necessary Consents and authorizations for Processing its Users’ Personal Data.

“Disclosing Party”

The party disclosing Confidential Information under this Agreement.

“DPA”

The Data Processing Agreement, as referenced and incorporated herein, which governs data processing obligations between Levelup and Customer.

“End Client”

Any client or customer of Customer that is granted access to the Service under Customer’s direction.

“EU SCCs”

The Standard Contractual Clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of Personal Data to countries not otherwise recognized as offering an adequate level of protection for Personal Data by the European Commission (as amended and updated from time to time).

“ex-EEA Transfer”

The transfer of Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic Area (the “EEA”), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.

“ex-UK Transfer”

The transfer of Personal Data, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data Importer (or its premises) outside the United Kingdom (the “UK”), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.

“Feedback”

Any suggestions, comments, or other input provided by Customer regarding the Service, and does not include User Information or User Submissions.

“Fees”

The charges payable by Customer for access to and use of the Service as set forth in the applicable Order.

“JAMS”

The Judicial Arbitration and Mediation Services, Inc., which administers arbitration in accordance with its Commercial Arbitration Rules.

“Legitimate Interest”

A legal basis for Processing Personal Data where the Processing is necessary for the legitimate interests pursued by Levelup or a third party, provided that such interests are not overridden by the interests, rights, or freedoms of the Data Subject under applicable Data Protection Laws.

“Levelup”

Levelup Intelligence, Inc., the provider of the Service.

“Levelup Content”

Templates, help documents, and other supporting information provided by Levelup to assist Customer in using the Service.

“Levelup Materials”

All materials provided by Levelup to Customer, including the Service, Levelup Content, Documentation, and any related information.

“Levelup Parties”

Refers to Levelup, its Affiliates, subsidiaries, officers, employees, and agents.

“Notices”

Written communications (including email, physical mail, or courier) required or permitted under this Agreement.

“Order(s)”

The ordering screens on Levelup’s website, purchase orders, or any other written or electronic document (including statements of work or similar agreements) through which Customer subscribes to, purchases, or renews access to the Service, as referenced in this Agreement. Each Order specifies details such as the Subscription Period, applicable Fees, permitted number of Users, API Usage Limits (if applicable), and any other terms and conditions that supplement or modify this Agreement.

Orders are binding upon acceptance by Levelup and are deemed incorporated by reference into this Agreement. In the event of any conflict between an Order and this Agreement, the terms of this Agreement shall prevail unless explicitly stated otherwise in the Order.

“Parties”

Collectively, Levelup and Customer.

“Payment Processor”

A third party employed by Levelup to process Customer’s payments for the Service.

“Permissions”

Customizable settings within the Service that allow a User to grant access or authorize other Users to perform specific tasks.

“Personal Data”

Any information relating to an identified or identifiable natural person, as defined by applicable Data Protection Laws. Personal Data may be contained within User Submissions, User Information, Customer Account Data, or Customer Usage Data.

“Personal Data Breach”

A breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise processed (as defined in Article 4(12) of the GDPR).

“Processing”

Any operation or set of operations performed on Personal Data, whether or not by automated means. Such operations include, but are not limited to, collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. This definition is intended to align with the definition of “processing” as provided under applicable Data Protection Laws, including the GDPR.

“Processor”

An entity that processes Personal Data on behalf of a Controller in accordance with the Controller’s instructions and applicable Data Protection Laws.

“Professional Services”

Any ancillary or supplemental services provided by Levelup that are beyond the scope of the standard Subscription. Such services may include, but are not limited to, custom integrations, data migrations, product configuration, technical support beyond standard Support obligations, training, implementation assistance, or specialized consulting services. Fees and scope for Professional Services will be set forth in the applicable Order or statement of work.

“Receiving Party”

The party receiving Confidential Information under this Agreement.

“Representatives”

Employees, agents, contractors, consultants, legal or financial advisors, or other third parties who need to know Confidential Information in connection with this Agreement and are bound by confidentiality obligations.

“Sensitive Data”

As defined in Article 9-10 of the GDPR.

“Service”

The cloud‑based software provided by Levelup for SMB finance, accounting, and executive teams, including any updates and enhancements, but excluding the underlying Software.

“Service Level Agreement” or “SLA”

A separate written agreement or addendum provided by Levelup to Customer that sets forth specific performance metrics, uptime guarantees, maintenance, and Support obligations related to the Service. In the absence of an SLA, Levelup makes no additional performance or uptime commitments beyond those expressly provided in this Agreement, and any implied warranties or guarantees are expressly disclaimed.

“Service Providers”

Any third‑party companies, contractors, or entities that provide services, support, or functions on behalf of Levelup to deliver, maintain, or enhance the Service. This includes, but is not limited to, providers of hosting, analytics, payment processing, Customer support, marketing, and other operational services. For purposes of this Agreement, any reference to Service Providers shall include such third parties whose services Levelup utilizes to perform its obligations under the Agreement.

“Service Usage Data”

Data collected or generated by Levelup in connection with Customer’s or its Users’ interactions with the Service. This includes, without limitation, metadata, access logs, performance metrics, activity records, device information, and other operational or technical data generated by interactions with the Service. Service Usage Data may be used by Levelup to generate Aggregated Data after such data is anonymized and de-identified.

“SMB”

An abbreviation for “Small and Medium‑sized Business.”

“Software”

The underlying code, algorithms, and programs that power the Service, which are not provided to Customer.

“Special Categories of Personal Data”

As defined under Article 9 of the GDPR. Examples include data revealing health data, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, or biometric/genetic data used to uniquely identify an individual.

“Standard Contractual Clauses” or “SCCs”

The standard data protection contractual clauses approved by the European Commission (or their updated equivalents) for transfers of Personal Data.

“Sub-Processor”

Any third party authorized by Levelup to process Personal Data on its behalf under the DPA and that needs to access such data in order for Levelup to perform its obligations under the Terms of Service or DPA. A Sub‑Processor is either: (1). listed in Exhibit B of the DPA or (2). subsequently authorized by Levelup pursuant to the Sub‑Processor authorization procedures set forth in the DPA.

“Subscription”

The recurring right to access and use the Service as granted to Customer under an Order, subject to the Subscription Period and commencing on the Subscription Start Date.

“Subscription Period”

The duration specified in an Order during which Customer has access to and may use the Service.

“Subscription Start Date”

The date on which the Subscription commences, as stated in the applicable Order.

“Supervisory Authority”

Any local, national, or multinational regulatory authority or other entity with the legal authority to supervise or enforce the Data Protection Laws, including (where applicable) the relevant EU Data Protection Authority and the UK Information Commissioner’s Office.

“Support”

The technical assistance and troubleshooting services provided by Levelup to the Customer in connection with the Service. Unless otherwise specified in an SLA or a separate support agreement, such Support is provided on an “as is” basis and without any warranties regarding response times or resolution outcomes.

“Taxes”

Any governmental assessments, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever.

“Term”

The duration of this Agreement, which includes the Subscription Period and any period during which Customer uses the Service.

“Third-Party Applications”

Products, services, or applications not owned or controlled by Levelup that may integrate, function or impact the Service.

“Third‑Party Credentials”

Any authentication data, including usernames, passwords, tokens, or API keys, provided by the Customer to enable access to third‑party applications integrated with the Service.

“Trial Period”

The initial two (2) week period commencing on the Subscription Start Date, during which Customer may access and use the Service free of charge, subject to the conditions and rules set forth in Section 5.1.(II). Trial Period. The duration of the Trial Period may be extended by Levelup in its sole discretion as stated therein.

“UK Addendum”

The International Data Transfer Addendum to the Standard Contractual Clauses issued by the Information Commissioner’s Office of the United Kingdom (including all Part 2 Mandatory Clauses).

“Users”

Individuals or entities authorized by Customer (or its Affiliates) to access and use the Service on Customer’s behalf.

“User Information”

A subset of Customer Data that relates specifically to the identity or profile of a User, including information such as name, email address, username, IP address, browser, operating system, and other similar details.

“User Submissions”

A subset of Customer Data consisting of any text, files, images, or other content that Customer or its Users post, upload, share, or store via the Service (e.g., documents, messages, attachments). User Submissions do not include system-generated metadata or analytics.