Customer Terms of Service

These Customer Terms of Service (the “Agreement”) are entered into by and between Itogai LLC, a Florida limited liability company with its principal office in Lake Worth, Florida, United States of America (“itogai,” “we,” “us,” or “our”), and the entity or individual identified in the Account registration as the customer (“Customer,” “you,” or “your”) and govern your access to and use of the itogai Subscription Service, the Marketing Website at itogai.app, the Platform at platform.itogai.app, and any Professional Services described in Section 12.

By creating an Account, by clicking “I agree” or any equivalent button, by accessing or using the Subscription Service, by accepting this Agreement on behalf of an organization, or by paying any fee for the Subscription Service or for Professional Services (regardless of whether the Customer is on the Free Tier, the Reverse Trial, the Growth Plan, the Ultimate Plan, the Trustbound™ Revenue Program, or any other plan, package, or engagement), the Customer accepts and agrees to be bound by this Agreement and by each of the Legal Documents identified in Section 1.14, each of which is incorporated into this Agreement by reference and is binding on the Customer with the same force and effect as this Agreement itself. If the Customer does not agree to all of the Legal Documents, the Customer must not access or use the Subscription Service. If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement and to the Legal Documents, in which case “Customer” refers to that entity.

If you do not agree, do not access or use the Subscription Service.

1. Definitions

1.1 “Account” means the account that the Customer or its Users register to access the Subscription Service.

1.2 “Account Owner” means the User who registered the Account, who is identified as the billing contact, or who has otherwise been designated as the primary administrator of the Account.

1.3 “Affiliate” means an entity that controls, is controlled by, or is under common control with a party.

1.4 “Customer Data” means any data, content, contact records, communications, or other materials that the Customer or its Users submit, upload, import, authorize itogai to read from a connected Data Source, or otherwise provide to the Subscription Service.

1.5 “Data Source” means a third-party application, platform, or data feed that the Customer authorizes itogai to read from on the Customer’s behalf, including, without limitation, Google Workspace (Gmail and Calendar), Microsoft 365 (Outlook and Calendar), Slack, HubSpot, Day.ai, Zoom, LinkedIn (CSV exports authorized by the Customer), and the People Data Labs enrichment service.

1.6 “Documentation” means the user guides, technical documentation, help-center articles, and other materials made available by itogai at itogai.app or platform.itogai.app, as updated from time to time.

1.7 “Marketing Website” means the website located at itogai.app and its sub-domains (excluding platform.itogai.app).

1.8 “Platform” means the authenticated software-as-a-service application located at platform.itogai.app.

1.9 “Professional Services” means any consulting, advisory, coaching, training, implementation, or related services provided by itogai under a separate Statement of Work or order form, including the Trustbound™ Revenue Program described in Section 12.

1.10 “Sparks” means the unit of consumption used to access certain network-action features of the Subscription Service, as described in Section 3.

1.11 “Subscription Service” means the itogai relationship-intelligence platform, including the TrustGraph™ scoring algorithm, the TrustCircles™ network organization, the TrustReach™ warm-network action layer, Akai™ (itogai’s relationship-intelligence co-pilot), and any features, integrations, or modules made available from time to time, accessed through the Platform.

1.12 “Subscription Term” means the initial period and any renewal periods during which the Customer is entitled to access the Subscription Service.

1.13 “User” means any individual whom the Customer authorizes to access and use the Subscription Service under the Customer’s Account.

1.14 “Legal Documents” means, collectively, this Agreement (the Customer Terms of Service) and each of the following, each as published at itogai.app/legal and as updated from time to time in accordance with Section 16.3:

• the Privacy Policy at itogai.app/legal/privacy-policy;
• the Acceptable Use Policy at itogai.app/legal/acceptable-use;
• the Data Processing Agreement at itogai.app/legal/dpa, which applies whenever itogai processes Personal Data on the Customer’s behalf and which is automatically incorporated as a click-to-execute agreement when the Customer creates an Account or pays any fee;
• the Sub-processors page at itogai.app/legal/sub-processors;
• the Cookie Policy at itogai.app/legal/cookie-policy; and
• the Trademark Notice and Usage Guidelines at itogai.app/legal/trademarks.

Any order form, Statement of Work, or other written agreement executed between itogai and the Customer also forms part of the Legal Documents and is binding on the parties to that order form or Statement of Work.

2. Use of the Subscription Service

2.1 Access. Subject to the terms of this Agreement, including timely payment of all applicable fees, itogai grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Subscription Service for the Customer’s internal business purposes.

2.2 Account Registration. To access the Subscription Service, the Customer must create an Account at platform.itogai.app/start. By submitting an Account registration, the Customer acknowledges that the Customer has had the opportunity to review the Legal Documents, accepts and agrees to be bound by all of them as set forth in the preamble to this Agreement, and authorizes any User registered under the Account to do the same. The Customer is responsible for ensuring that all information provided during registration is accurate, complete, and current, and for maintaining the confidentiality of all credentials associated with the Account.

2.3 Free Tier. itogai offers a Free Tier that allows new Users to evaluate the Subscription Service. The Free Tier provides ten (10) Enrichment Credits at signup. The Free Tier is offered without charge and is subject to feature, usage, and rate limits that may be modified by itogai at any time.

2.4 Reverse Trial. New Users who register for a Subscription Service Account may, in itogai’s discretion and as indicated at signup, receive complimentary access to the Growth Plan for thirty (30) days (the “Reverse Trial”). At the end of the Reverse Trial, unless the User has elected and paid for a paid plan, the Account will automatically revert to the Free Tier without further notice. itogai reserves the right to modify, limit, or discontinue the Reverse Trial at any time.

2.5 OAuth Scope Review. Where the Customer connects a Data Source through an OAuth flow (for example, through Google or Microsoft), the authorization screen presented by the third party describes the specific permissions the Customer is granting. itogai requests only the scopes necessary to provide the Subscription Service. The Customer may revoke any third-party authorization at any time through the settings page of the relevant third-party provider, or by disconnecting the Data Source within the Subscription Service.

2.6 Acceptable Use. The Customer shall not, and shall not permit any User or third party to:

1) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or trade secrets of the Subscription Service, except to the extent expressly permitted by applicable law;

2) modify, translate, or create derivative works of the Subscription Service or the Documentation;

3) rent, lease, lend, sell, sublicense, assign, distribute, publish, or otherwise transfer the Subscription Service to any third party, including by means of a service bureau, time-sharing, or hosted-service offering;

4) use the Subscription Service to send unsolicited bulk commercial communications, to harvest contact information from any Data Source for purposes unrelated to the Customer’s legitimate relationship-management activities, or to engage in any activity that violates the Acceptable Use Policy or applicable law;

(d-1) use the Subscription Service to operate sequences, cadences, drip campaigns, auto-replies, auto-follow-ups, auto-DMs, auto-emails, or any other form of automated multi-step messaging in which a message is sent without the sending User reviewing and clicking send on that specific message. The Subscription Service is designed for one-decision, one-send communication. Akai™ may draft, surface, and explain, but Akai™ does not send. The User retains an unbroken human-in-the-loop posture for every outbound message;

5) use the Subscription Service to store, process, or transmit any material that infringes any third party’s intellectual-property rights, that violates the privacy or publicity rights of any individual, or that is unlawful, harmful, threatening, abusive, harassing, defamatory, or obscene;

6) interfere with or disrupt the integrity or performance of the Subscription Service, attempt to gain unauthorized access to any part of the Subscription Service, or circumvent any technical or contractual restrictions imposed by itogai;

7) use the Subscription Service to compete with itogai, to develop a competing product or service, or to benchmark the Subscription Service against any competing product or service for publication; or

8) use the Subscription Service to process Sensitive Personal Information (as defined in the Privacy Policy) other than as expressly authorized in the Documentation.

2.7 Compliance. The Customer is responsible for its Users’ compliance with this Agreement. The Customer shall ensure that each User has read and agreed to be bound by this Agreement before accessing the Subscription Service.

2.8 Suspension. itogai may suspend the Customer’s or any User’s access to the Subscription Service, in whole or in part, with or without prior notice, where itogai reasonably determines that (a) continued access poses a security risk to the Subscription Service, to itogai, or to other customers; (b) the Customer’s or a User’s use violates this Agreement; (c) the Customer is delinquent on any payment obligation under this Agreement; or (d) suspension is required by applicable law or by an order of a court or governmental authority.

3. Sparks and Enrichment Credits

3.1 Pricing Plans. itogai offers the following pricing plans for the Subscription Service:

Sparks are also available on a pay-as-you-go basis at USD \$20 per Spark for Customers on the Free Tier, and at a reduced subscriber rate of USD \$15 per Spark for Customers on an active Growth Plan or Ultimate Plan subscription (a 25% discount on the standard Spark rate, applied automatically at checkout). itogai does not currently offer bulk discounts on Spark packages: the per-Spark price is the same regardless of quantity purchased.

3.2 Region-Adjusted Pricing for Latin America (PPP). itogai offers a region-adjusted pricing discount of fifty percent (50%) on all Subscription Service plans and Sparks (the “LatAm PPP Discount”) to reflect purchasing-power-parity differences. The LatAm PPP Discount applies only to Customers whose legal-entity headquarters are registered in a country located in Latin America, as evidenced by the Customer’s billing-entity registration documents and primary business address. The LatAm PPP Discount does not apply to Customers with legal-entity headquarters outside Latin America, regardless of the location of individual Users, the location of the billing payment method, or the location of the Customer’s affiliates or subsidiaries. itogai reserves the right to verify a Customer’s eligibility at any time and to adjust pricing prospectively if eligibility cannot be substantiated. Latin America for the purposes of the LatAm PPP Discount comprises the countries of Mexico, Central America, South America, and the Spanish-speaking and Portuguese-speaking countries of the Caribbean.

3.3 What a Spark Buys. One (1) Spark may be redeemed, at the Customer’s election, for any one of the following actions within the Subscription Service:

• One (1) warm-introduction request through TrustReach™;
• Forty (40) Enrichment Credits applied against contact-enrichment lookups; or
• A portion of a broadcast: a broadcast targeted to a TrustCircles™ tier consumes two (2) Sparks; a Broader-Network broadcast consumes four (4) Sparks.

itogai may add additional Spark-consuming actions, modify the per-action Spark cost, or rebalance the conversion ratios from time to time. Material changes will be communicated as described in Section 16.7.

3.4 Spark Lifecycle.

1) Issuance. Sparks included with a paid plan are issued at the start of each billing period.

2) Hold and burn. When a Customer initiates a Spark-consuming action, the Sparks required for that action are placed on hold. Sparks are burned (consumed) only upon successful completion of the action. If the action fails for reasons attributable to itogai, the held Sparks are released back to the Customer’s balance.

3) Pay-as-you-go Sparks purchased outside of a plan do not expire and remain in the Customer’s balance until consumed or until the Account is terminated.

4) Plan-included Sparks that are not consumed during a billing period do not roll over to the next billing period unless expressly provided in the plan terms.

5) No resale. Sparks and Enrichment Credits are licenses to consume Subscription Service functionality. They are non-refundable except as provided in Section 4.5, are not redeemable for cash, and may not be transferred, sold, or assigned to any third party.

4. Fees, Billing, and Refunds

4.1 Fees. The Customer shall pay all fees set forth in the applicable order form, plan selection, or check-out flow at platform.itogai.app, in accordance with the payment terms specified there. Each payment of a fee for the Subscription Service or for Professional Services constitutes a renewed acceptance by the Customer of this Agreement and of all of the Legal Documents, in the version in effect as of the date of payment.

4.2 Payment Processor. Payments for the Subscription Service are processed by Stripe, Inc. (“Stripe”), itogai’s third-party payment processor. By providing payment information, the Customer authorizes itogai and Stripe to charge the designated payment method for all fees due under this Agreement. The Customer’s payment information is collected and processed by Stripe in accordance with Stripe’s privacy policy and is not stored by itogai.

4.3 Recurring Subscriptions. Paid plans renew automatically at the end of each billing period (monthly or, where elected, annually) unless the Customer cancels at least one (1) day prior to the next renewal through the Account billing settings or by writing to legal@itogai.com. Cancellation takes effect at the end of the then-current billing period.

4.4 Late Payments. If any amount payable under this Agreement is not paid when due, itogai may, in addition to any other remedies, (a) charge interest at the lower of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, accruing from the due date until paid in full; (b) suspend access to the Subscription Service after written notice (which may be by email) and a cure period of ten (10) days; and (c) recover all reasonable costs of collection, including attorneys’ fees.

4.5 Refunds.

1) Monthly subscription fees are non-refundable.

2) For annual subscriptions, the Customer may request a pro-rata refund of unused months by writing to legal@itogai.com within thirty (30) days of the renewal date. After thirty (30) days, annual fees are non-refundable.

3) Sparks purchased on a pay-as-you-go basis are non-refundable once redeemed and are otherwise refundable at itogai’s discretion.

4) Professional Services fees are governed by the refund terms in the applicable Statement of Work and Section 12.

4.6 Taxes. All fees are exclusive of taxes, levies, and duties imposed by taxing authorities, including, without limitation, value-added taxes, sales taxes, withholding taxes, and similar amounts, all of which the Customer is responsible for paying. itogai is responsible for taxes assessed on its net income.

4.7 Pricing Changes. itogai may modify its pricing for the Subscription Service from time to time. For monthly subscriptions, pricing changes apply at the start of the next billing period after thirty (30) days’ notice. For annual subscriptions, pricing changes apply at the start of the next renewal term.

5. Term and Termination

5.1 Term. This Agreement begins on the date the Customer first accepts it and continues for the duration of the Subscription Term and any renewal terms, unless terminated as provided in this Section.

5.2 Termination for Convenience. The Customer may cancel its Account at any time through the Account billing settings or by writing to legal@itogai.com. Cancellation takes effect at the end of the then-current billing period.

5.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party (a) materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice of the breach (or, in the case of a breach of payment obligations, within ten (10) days); or (b) becomes the subject of a petition in bankruptcy, becomes insolvent, ceases business operations, or makes an assignment for the benefit of creditors.

5.4 Effect of Termination. Upon termination of this Agreement for any reason: (a) the Customer’s right to access the Subscription Service ceases; (b) the Customer’s outstanding payment obligations survive; (c) itogai will, for thirty (30) days following the termination, make Customer Data available for export by the Customer, after which itogai may permanently delete Customer Data in accordance with its retention policies described in the Privacy Policy; and (d) the provisions of Sections 1, 4 (with respect to amounts owed), 5.4, 6 (with respect to derived signals already created), 7, 8, 13, 14, 15, 16, and 17 will survive termination.

6. Customer Data and Hosting Architecture

6.1 Ownership. As between the parties, the Customer owns and retains all right, title, and interest in and to Customer Data. The Customer grants itogai a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to provide and improve the Subscription Service in accordance with this Agreement and the Privacy Policy.

6.2 Metadata-Only Architecture for Restricted Google API Scopes. For Data Sources that include restricted Google API scopes (for example, Gmail), itogai operates a metadata-only architecture: itogai reads and stores only message metadata (sender, recipient, timestamp, subject line, and similar fields) necessary to compute relationship signals. itogai does not store the body of email messages. This architecture is the subject of itogai’s App Defense Alliance Tier 2 CASA (Cloud Application Security Assessment) verification.

6.3 Process-and-Discard for Content Channels. For Data Sources that include content channels (for example, Slack messages, replies to messages the Customer’s Users send through TrustReach™, and Day.ai call transcripts), itogai operates a process-and-discard architecture: itogai temporarily processes raw content for the limited purpose of extracting relationship signals (for example, sentiment, topic, and engagement signals), and then permanently deletes the raw content. Only the structured, derivative signals are retained in the Customer’s TrustGraph™.

6.4 Encryption. itogai encrypts Customer Data at rest and in transit using industry-standard encryption (currently AES-256 for data at rest and TLS 1.2 or higher for data in transit). itogai may update the specific encryption algorithms or protocols from time to time, provided that any update does not materially decrease the overall level of security.

6.5 Tenant Isolation. itogai operates a multi-tenant architecture with logical tenant isolation. Customer Data is logically segregated from the data of other customers and is accessible only to Users authorized under the Customer’s Account.

6.6 Sensitive Data Exclusions. The Customer agrees not to submit to the Subscription Service any data that is subject to special regulatory protections, including, without limitation, protected health information under HIPAA, payment card data subject to PCI-DSS (other than payment information collected by Stripe in accordance with Section 4.2), social security numbers, government-issued identifiers, biometric data, precise geolocation data, or information of children under the age of sixteen (16). itogai is not a HIPAA-covered entity or business associate.

6.7 Backups. itogai maintains backups of Customer Data for the limited purpose of disaster recovery. Backup retention periods are described in the Privacy Policy.

7. Intellectual Property

7.1 itogai IP. As between the parties, itogai owns and retains all right, title, and interest in and to the Subscription Service, the Marketing Website, the Platform, the Documentation, and all related software, technology, algorithms, models, scoring methodologies, content, and any improvements, modifications, derivative works, or feedback, together with all related intellectual-property rights worldwide.

7.2 Trademarks. itogai, the itogai logo (sunburst), Trustbound, TrustGraph, TrustCircles, TrustReach, and Akai are trademarks of Itogai LLC. The Customer is not granted any right to use these marks except as expressly permitted by itogai in writing.

7.3 Feedback. If the Customer or any User provides feedback, suggestions, or recommendations to itogai regarding the Subscription Service, the Customer hereby grants itogai a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, modify, and incorporate such feedback into the Subscription Service or any other itogai product or service, without obligation or attribution.

7.4 Reservation. All rights not expressly granted in this Agreement are reserved by itogai or the applicable third-party licensor.

7.5 Akai™. Akai™ is itogai’s relationship-intelligence co-pilot. Akai™ drafts messages, surfaces warm-introduction paths, generates context briefs, and answers questions about the Customer’s network using the data the Customer has authorized itogai to process. Akai™ does not send messages on the Customer’s or any User’s behalf. Every outbound message generated, suggested, or drafted by Akai™ requires the User’s review and explicit click-to-send before any communication leaves the Platform. Akai™ is a co-pilot, not an agent, automation, or assistant in the autonomous-action sense, and itogai will not market, modify, or operate Akai™ in any way that breaks that human-in-the-loop guarantee. Outputs of Akai™ are probabilistic and are intended to support, not replace, the User’s judgment, as further described in Section 14.2.

8. Confidentiality

8.1 Definition. “Confidential Information” means any non-public information disclosed by one party (the “Discloser”) to the other party (the “Recipient”), in any form, that is identified as confidential or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical roadmaps, pricing, customer lists, and Customer Data.

8.2 Obligations. The Recipient shall (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) protect Confidential Information using at least the same degree of care that the Recipient uses to protect its own confidential information of similar importance, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors, advisors, and Affiliates who have a need to know and who are bound by written confidentiality obligations at least as protective as this Section.

8.3 Exclusions. Confidential Information does not include information that the Recipient can demonstrate (a) was rightfully in the Recipient’s possession before disclosure by the Discloser; (b) is or becomes publicly available through no fault of the Recipient; (c) is rightfully obtained by the Recipient from a third party without confidentiality restriction; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.

8.4 Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law, court order, or governmental authority, provided that the Recipient gives the Discloser prompt notice (where legally permitted) and reasonable cooperation in seeking a protective order or other appropriate remedy.

8.5 Trade Secrets. Confidential Information that constitutes a trade secret under applicable law is protected for so long as it remains a trade secret.

9. Publicity

itogai may identify the Customer as a customer of the Subscription Service in customer lists on the Marketing Website, in pitch decks, and in similar promotional contexts, and may use the Customer’s name and logo for these purposes. The Customer may opt out of this use at any time by writing to legal@itogai.com. Any other use of the Customer’s name, logo, or trademarks in promotional materials requires the Customer’s prior written consent. The Customer grants itogai a limited license to use the Customer’s name and logo for the purposes described in this Section, subject to any opt-out.

10. Third-Party Products

The Subscription Service may interoperate with, or display content from, third-party products and services (collectively, “Third-Party Products”), including the Data Sources described in the Privacy Policy. itogai does not control, endorse, or assume responsibility for any Third-Party Products. The Customer’s use of any Third-Party Product is governed by the third party’s terms and privacy policy, and not by this Agreement. The availability of any Third-Party Product through the Subscription Service may change at any time without notice.

11. Beta Services

itogai may make pre-release, beta, alpha, preview, or experimental features (“Beta Services”) available to the Customer from time to time. Beta Services are provided “AS IS” and “AS AVAILABLE,” without warranties of any kind. itogai may modify, suspend, or discontinue Beta Services at any time without notice. The Customer’s use of Beta Services is voluntary and at the Customer’s sole risk. Notwithstanding anything else in this Agreement, itogai’s total liability with respect to Beta Services is the amount paid by the Customer for those specific Beta Services, which, where Beta Services are provided at no charge, is zero.

12. Professional Services (Trustbound™ Revenue Program)

12.1 Description. itogai offers structured go-to-market coaching engagements under the brand name Trustbound™ Revenue Program (the “Program”). The Program is delivered by itogai together with itogai’s designated delivery partners and is invoiced and labeled on all order forms, invoices, and receipts as “Professional Services.”

12.2 Coaching Tiers. The Program is offered in three (3) coaching tiers:

Each module is structured as four (4) one-hour live coaching sessions delivered weekly, plus structured asynchronous deliverables between sessions.

12.3 Elective Modules and Advisory. Optional elective modules covering specialized topics (for example, partnership strategy, vertical segmentation, or investor readiness) are available at USD \$1,000 per module. Post-program advisory time is available at USD \$250 per hour.

12.4 Region-Adjusted Pricing for Latin America (PPP). Customers whose legal-entity headquarters are registered in a country located in Latin America (as defined in Section 3.2) receive a fifty percent (50%) discount on all Program fees and elective modules to reflect purchasing-power-parity differences. This discount applies only to Customers whose legal-entity headquarters are registered in Latin America, evidenced by Customer registration documents and primary business address. The discount does not apply to Customers with legal-entity headquarters outside Latin America, regardless of the location of individual participants. itogai reserves the right to verify Customer eligibility and to adjust pricing prospectively if eligibility cannot be substantiated.

12.5 Bundled Subscription Service Access. During the active duration of a Program engagement, itogai includes Subscription Service access at no additional charge as follows: (a) Foundation tier and Growth tier engagements include the itogai Growth Plan; and (b) Scale tier engagements include the itogai Ultimate Plan. Bundled Subscription Service access reverts to the Free Tier upon conclusion of the Program engagement unless the Customer separately elects to continue on a paid plan.

12.6 Payment Terms. Program fees are due in full at the start of the engagement, payable through Stripe. Itogai LLC will issue an invoice or order form labeled “Professional Services” for each engagement. Program fees are separate and distinct from Subscription Service fees.

12.7 Rescheduling and Cancellation. Sessions may be rescheduled with at least twenty-four (24) hours’ notice. Unused sessions do not roll over beyond thirty (30) days past the scheduled engagement end date. If a Customer cancels a Program engagement after it has commenced, refunds are governed by the applicable Statement of Work; absent a Statement of Work, Program fees are non-refundable once the first session has been delivered.

12.8 Deliverables and Ownership. Customer-specific deliverables produced during a Program engagement (for example, a written GTM playbook tailored to the Customer’s business) are owned by the Customer upon full payment of the applicable Program fees. itogai retains all right, title, and interest in (a) the underlying Trustbound™ methodology, frameworks, templates, and materials, and (b) any improvements or derivative works, except for the Customer-specific deliverable itself.

12.9 Confidentiality of Engagement. All business data, pipeline information, and relationship intelligence shared during a Program engagement is treated as the Customer’s Confidential Information under Section 8.

12.10 Independent Service. The Program is offered separately from, and is not a condition of, access to the Subscription Service. The Customer may purchase the Subscription Service without purchasing the Program, and may purchase the Program without continuing to use the Subscription Service after the engagement.

13. Indemnification

13.1 Indemnification by itogai. itogai shall defend the Customer from any third-party claim alleging that the Customer’s authorized use of the Subscription Service infringes a third party’s intellectual-property rights (each, a “Customer Claim”), and itogai shall pay any final judgment or settlement of a Customer Claim that itogai approves in writing. itogai’s obligations under this Section do not apply to claims arising from (a) Customer Data; (b) the Customer’s combination of the Subscription Service with any product or service not provided by itogai; (c) the Customer’s modification of the Subscription Service; or (d) the Customer’s use of the Subscription Service in violation of this Agreement.

13.2 Indemnification by the Customer. The Customer shall defend itogai from any third-party claim arising from (a) Customer Data; (b) the Customer’s or any User’s violation of this Agreement; (c) the Customer’s or any User’s violation of applicable law; or (d) the Customer’s combination of the Subscription Service with any product or service not provided by itogai (each, an “itogai Claim”), and the Customer shall pay any final judgment or settlement of an itogai Claim that the Customer approves in writing.

13.3 Conditions. As a condition of indemnification, the indemnified party shall (a) promptly notify the indemnifying party of the claim in writing; (b) give the indemnifying party sole control of the defense and settlement of the claim, provided that the indemnifying party shall not settle any claim that requires the indemnified party to admit liability or pay any amount without the indemnified party’s prior written consent; and (c) provide reasonable cooperation in the defense at the indemnifying party’s expense.

13.4 Mitigation. If itogai reasonably believes that the Subscription Service may be the subject of a Customer Claim, itogai may, at its option and expense, (a) procure for the Customer the right to continue using the Subscription Service; (b) modify the Subscription Service so that it no longer infringes; or (c) terminate the Customer’s Subscription Service and refund any prepaid fees for the unused portion of the Subscription Term. This Section sets forth itogai’s sole liability and the Customer’s exclusive remedy with respect to any Customer Claim.

14. Disclaimers and Limitation of Liability

14.1 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SUBSCRIPTION SERVICE, THE PLATFORM, THE MARKETING WEBSITE, AND THE PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND ITOGAI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OR RELIABILITY OF DATA. ITOGAI DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM HARMFUL COMPONENTS.

14.2 Relationship Intelligence Disclaimer. The Subscription Service produces relationship scores, signals, and recommendations using algorithmic methods that include statistical inference and machine learning. Outputs are probabilistic in nature and are intended to support, not replace, the Customer’s own business judgment. itogai makes no warranty regarding the accuracy of any relationship score, signal, or recommendation generated by the Subscription Service.

14.3 Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE) AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.4 Aggregate Liability Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ITOGAI’S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY THE CUSTOMER TO ITOGAI FOR THE SUBSCRIPTION SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD \$100.00). The minimum amount in clause (B) is intended to provide a baseline cap for Free Tier Customers and other Customers who have not paid fees in the relevant period; it is not a guaranteed payment, an offer of compensation, or a promise of refund.

14.5 Exceptions. The exclusions and limitations in Sections 14.3 and 14.4 do not apply to: (a) the Customer’s payment obligations under Section 4; (b) either party’s indemnification obligations under Section 13; (c) either party’s breach of confidentiality obligations under Section 8; (d) the Customer’s violation of itogai’s intellectual-property rights under Section 7; or (e) any liability that cannot be excluded or limited under applicable law.

14.6 Allocation of Risk. The Customer and itogai acknowledge that the disclaimers, exclusions, and limitations in this Section reflect a reasonable allocation of risk between the parties given the fees paid for the Subscription Service, and that this allocation is an essential basis of the bargain.

15. Governing Law, Arbitration, and Dispute Resolution

15.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

15.2 Informal Resolution. Before initiating any formal proceeding, the parties shall attempt to resolve any dispute informally by writing to legal@itogai.com (in the case of a dispute initiated against itogai). The parties shall negotiate in good faith for at least thirty (30) days from the date the dispute is first raised in writing.

15.3 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement that is not resolved informally shall be resolved by binding arbitration administered by JAMS under its applicable rules. The arbitration shall take place in Miami, Florida, and shall be conducted in English by a single arbitrator. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

15.4 Class Action Waiver. EACH PARTY AGREES THAT ANY DISPUTE WILL BE RESOLVED ON AN INDIVIDUAL BASIS, AND BOTH PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one party’s claims and may not preside over any form of representative or class proceeding.

15.5 Opt-Out Right. The Customer may opt out of the arbitration agreement and class-action waiver in Sections 15.3 and 15.4 by sending written notice to legal@itogai.com within thirty (30) days of first accepting this Agreement. The notice must include the Customer’s full name, the email address associated with the Account, and a clear statement that the Customer is opting out of arbitration. Opting out does not affect any other provision of this Agreement.

15.6 Equitable Relief. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction in Miami-Dade County, Florida, to protect its intellectual-property rights or Confidential Information.

15.7 Statute of Limitations. Any claim arising out of or related to this Agreement must be filed within one (1) year after the cause of action accrues. After that period, the claim is permanently barred.