TruGen AI, Inc.

2.1 Account Creation

To access the Clara AI SDR Platform, you must register an account and provide accurate, current, and complete information. You are responsible for maintaining the accuracy of your account information throughout your use of the services.

2.2 Account Ownership

You acknowledge that you have no ownership interest in your Account. All rights in your Account belong to TruGen AI. You are responsible for all activities that occur under your Account and must maintain the confidentiality of your credentials.

2.3 Access Rights

Subject to your compliance with these Terms, TruGen AI grants you a limited, non-exclusive, non-transferable license during the Term to:

• •Access and use the Clara AI SDR Platform for your internal business sales and marketing purposes.
• •Use the Documentation to support your authorized use of the Platform.
• •Integrate Clara AI SDR APIs into your internal systems and workflows as permitted by your subscription plan.

3.1 Content Responsibility

You are solely responsible for all Customer Content, including ensuring you have obtained all necessary rights, licenses, consents, and permissions to submit such content and to contact Prospects. This includes compliance with all applicable anti-spam, telemarketing, data privacy, and communications laws, including without limitation the GDPR and CCPA.

3.2 AI Transparency and Disclosure

You must ensure that your use of Clara AI SDR’s AI-generated outreach complies with all applicable laws regarding automated communications and AI-generated content. Where required by law or applicable platform policies, you must disclose to Prospects that they may be receiving AI-powered communications

3.3 Prospect Data

You represent and warrant that you have a lawful basis for sharing Prospect contact information and data with TruGen AI through the Clara AI SDR Platform, and that your outreach activities comply with all applicable privacy and communications laws. You are responsible for honoring opt-out and unsubscribe requests from Prospects promptly.

3.4 Acceptable Use

You agree not to, and shall not permit any Authorized User to, use the Clara AI SDR Platform to:

• •Send spam, unsolicited bulk messages, or communications that violate applicable anti-spam laws.
• •Impersonate any individual or organization, or misrepresent affiliation, sponsorship, or authorship.
• •Harass, threaten, or harm any individual.
• •Violate any third-party rights, including intellectual property or privacy rights.
• •Upload or transmit malicious code, viruses, or harmful content.
• •Engage in any unlawful, deceptive, or fraudulent activity.

4.1 TruGen AI Ownership

TruGen AI retains all rights, title, and interest in the Clara AI SDR Platform, Documentation, AI models, and all related technology and improvements. All rights not expressly granted in these Terms are reserved by TruGen AI.

4.2 Customer Ownership

You retain ownership of your Customer Content. You also own the Generated Content produced through your authorized use of the Clara AI SDR Platform, subject to the licenses granted to TruGen AI in these Terms.

4.3 License to TruGen AI

You grant TruGen AI a non-exclusive, worldwide, royalty-free license to use Customer Content solely to:

• •Provide the Clara AI SDR Services and generate requested outputs.
• •Maintain, operate, and improve the Clara AI SDR Platform using aggregated and de-identified usage data.
• •Comply with applicable legal obligations.

4.4 Feedback

Any feedback, suggestions, or recommendations you provide regarding the Clara AI SDR Platform may be used by TruGen AI without restriction or compensation to you.

5.1 Payment Processing

TruGen AI uses third-party payment processors, including Stripe, Inc., to process payments. By providing payment information, you authorize TruGen AI and its payment processors to charge applicable fees. Your use of payment processing services is subject to the terms of those payment processors.

5.2 Payment Terms

You shall pay all fees in accordance with the billing terms in effect when fees are due. All fees are non-refundable except as expressly provided in these Terms or required by applicable law.

5.3 Subscriptions and Auto-Renewal

If you purchase a subscription plan, it will automatically renew at the then-current pricing at the end of each billing period unless you cancel before the renewal date. You may manage and cancel your subscription through your account settings.

5.4 Free Trials

Free trials automatically convert to paid subscriptions at the end of the trial period unless canceled beforehand. By starting a free trial, you agree to this automatic conversion and authorize billing upon conversion.

5.5 Taxes

All fees are exclusive of applicable taxes, duties, and government charges, which are your sole responsibility.

8.1 Data Processing

The processing of personal data in connection with the Clara AI SDR Platform is governed by TruGen AI's Privacy Policy and, where applicable, a Data Processing Addendum. TruGen AI implements appropriate technical and organizational measures to protect your data and Prospect data against unauthorized access, loss, or disclosure.

8.2 Data Retention

Customer Content and interaction data are retained in accordance with TruGen AI's Privacy Policy and applicable law. We will delete or anonymize your data upon termination of your account, subject to any legal retention obligations.

8.3 No Training on Customer Data

TruGen AI will not use your Customer Content or Prospect data to train its core AI models without your explicit prior written consent, except where you have opted in to specific enhancement programs.

8.4 Compliance

You are responsible for ensuring that your collection, sharing, and use of Prospect data in connection with the Clara AI SDR Platform complies with all applicable data protection and privacy laws, including but not limited to GDPR and CCPA.

9.1 Limited Warranty

TruGen AI warrants that the Clara AI SDR Platform will materially conform to the Documentation when used in accordance with these Terms. TruGen AI's sole obligation for breach of this warranty is to use commercially reasonable efforts to correct the non-conformance.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE CLARA AI SDR PLATFORM AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TRUGEN AI EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TRUGEN AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. AI-GENERATED CONTENT MAY CONTAIN INACCURACIES, AND YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND APPROVING ALL GENERATED CONTENT BEFORE USE.

10.1 Exclusion of Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRUGEN AI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE CLARA AI SDR PLATFORM, EVEN IF TRUGEN AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap

TruGen AI's total cumulative liability to you for all claims arising out of or related to these Terms or the Clara AI SDR Platform shall not exceed the greater of: (i) the total amounts paid by you to TruGen AI in the three (3) months immediately preceding the event giving rise to the claim, or (ii) one hundred U.S. dollars ($100).

11.1 Your Indemnification

You will indemnify, defend, and hold harmless TruGen AI, Inc. and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Clara AI SDR Platform in violation of these Terms; (b) your Customer Content or Prospect data; (c) your violation of any third-party rights, including privacy rights; (d) your non-compliance with applicable communications, anti-spam, or data protection laws; or (e) your breach of these Terms.

11.2 Our Indemnification

TruGen AI will indemnify, defend, and hold harmless you from and against third-party claims alleging that your authorized use of the Clara AI SDR Platform (excluding Customer Content and third-party integrations) infringes such third party's intellectual property rights, subject to the exclusions and procedures set forth in these Terms.

12.1 Term

These Terms commence when you first accept them and continue until terminated in accordance with these Terms.

12.2 Termination for Cause

Either party may terminate these Terms for material breach that remains uncured for thirty (30) days after written notice. TruGen AI may also terminate your access immediately and without notice if: (a) you violate Section 6 (Restrictions) or Section 3.4 (Acceptable Use); (b) we are required to do so by law; or (c) you become insolvent or subject to bankruptcy proceedings.

12.3 Effect of Termination

Upon termination: (a) your right to access and use the Clara AI SDR Platform immediately ceases; (b) TruGen AI may delete or disable your account and associated data in accordance with our Privacy Policy; and (c) all provisions that by their nature should survive termination will remain in full force, including Sections 4, 9, 10, 11, and 13.

13.1 Governing Law

These Terms and any disputes arising out of or related to them shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflict of law principles.

13.2 Informal Resolution

Before initiating any formal dispute resolution proceedings, the parties agree to attempt to resolve any dispute through good-faith informal negotiation for a period of at least thirty (30) days after written notice of the dispute.

13.3 Arbitration

Subject to certain exceptions set forth below, any dispute not resolved informally will be finally resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. You waive your right to a jury trial and to participate in any class action or representative proceeding, unless you opt out of arbitration within thirty (30) days of first accepting these Terms by emailing legal@trugen.ai.

13.4 Exceptions

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights or misappropriation of confidential information.

15.1 Updates to These Terms

We may update these Terms at any time. TruGen AI will provide at least thirty (30) days' prior notice of material changes to registered users by email or prominent notice on the Clara AI SDR Platform. Your continued use of the Platform after the effective date of any changes constitutes your acceptance of the updated Terms.

15.2 Assignment

You may not assign or transfer your rights or obligations under these Terms without TruGen AI's prior written consent. TruGen AI may freely assign its rights and obligations, including in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this section is void.

15.3 Severability

If any provision of these Terms is found to be unenforceable or invalid, such provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

15.4 Force Majeure

Neither party will be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or internet or infrastructure failures.

15.5 Entire Agreement

These Terms, together with TruGen AI's Privacy Policy and any applicable Data Processing Addendum or order forms, constitute the entire agreement between you and TruGen AI with respect to the Clara AI SDR Platform and supersede all prior or contemporaneous agreements, understandings, and representations.

15.6 Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.