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itogai·Legal·Customer Terms of Service

The agreement

Customer Terms of Service

Effective October 15, 2026Last modified October 15, 2026Version TOS-2026-10-15 v5.2

Effective Date: October 15, 2026 for any Account created on or after that date. For an Account existing on that date, this version takes effect thirty (30) days after itogai gives notice under the Customer Terms of Service, and the version in effect before this one governs until then. Last Modified: October 15, 2026 Document Version: TOS-2026-10-15 v5.2

These Customer Terms of Service (this “Agreement”) are entered into between Itogai LLC, a Florida limited liability company with its principal office at 4821 Jumping Way, Lake Worth, Florida 33467, United States of America (“itogai”), and the person or entity that registers for or uses the Subscription Service (the “Customer”).

By creating an Account, by using the Subscription Service, or by paying any fee, the Customer accepts this Agreement and each of the Legal Documents defined in Section 1.12. Where an individual accepts on behalf of an entity, that individual represents that they have authority to bind it, and “Customer” means that entity. If the Customer does not agree to this Agreement and to each of those Legal Documents, the Customer must not access or use the Subscription Service.

Table of Contents

  1. Definitions
  2. Use of the Subscription Service
  3. Surfaces and application marketplaces
  4. Sparks
  5. Fees, billing and refunds
  6. Term and termination
  7. Customer Data and how itogai handles it
  8. Akai and the augmentation principle
  9. Groups
  10. Facilitated introductions and fees
  11. Intellectual property
  12. Confidentiality
  13. Publicity
  14. Third-party products and Data Sources
  15. Beta Services
  16. Professional Services
  17. Indemnification
  18. Disclaimers and limitation of liability
  19. Governing law, arbitration and dispute resolution
  20. Changes to this Agreement and the Legal Documents
  21. Miscellaneous
  22. How to contact us

1. Definitions

1.1 “Account” means the account the Customer or its Users register in order 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 its primary administrator.

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 record, communication or other material that the Customer or a User submits, uploads, imports, authorizes itogai to read from a Data Source, or otherwise provides to the Subscription Service.

1.5 “Data Source” means any system, service, file or on-screen conversation from which data enters the Customer’s Account through one of the five acquisition methods in Section 1.5a, and “data the Customer connects, uploads, imports or reads on screen” means everything that so enters, which Section 7 governs. This Agreement does not list the sources, because a list inside a contract stops being accurate the moment a source is added. The page Supported sources and import methods at itogai.app/legal/data-sources describes, by category, the sources itogai supports and the way each enters an account. That page is informational and is not part of this Agreement; the commitments in Section 7 apply to every source on it by category.

1.5a “Acquisition Methods” means the five ways, and the only five ways, in which data enters an Account, each initiated and turned on by the Customer and none on by default:

  1. connected accounts: an email, calendar, contacts or record system the Customer connects through the provider’s own sign-in and can revoke there or inside the Subscription Service;
  2. archive and file imports: a copy of the Customer’s own data that the Customer requests from a service through that service’s own download feature and uploads, a spreadsheet the Customer maps, a contacts file, a file the Customer selects in a cloud drive, or an AI conversation export;
  3. conversation exports: a conversation file the Customer exports and uploads, produced in compliance with the source service’s terms, that holds only the conversation itself and never another service’s credentials, keys or backups;
  4. on-screen reading: a conversation the Customer has open on a site they have consented to, which the Customer saves to their Account with the itogai companion on their own click, only that conversation and only the part the Customer has displayed on screen, never in the background and never while the Customer is signed out of itogai; and
  5. manual entry: what the Customer types or saves by hand, including the address and title of a page the Customer saves with a note from the companion’s toolbar, which takes nothing else from that page.

1.6 “Documentation” means the user guides, technical documentation, help center articles and comparable materials itogai makes available for the Subscription Service, as updated from time to time.

1.7 “Marketing Website” means itogai’s public informational website, as distinct from the authenticated Subscription Service.

1.8 “Professional Services” means consulting, advisory, coaching, training, implementation or related services provided under a separate Statement of Work or order form, including the Trustbound™ Revenue Program described in Section 16.

1.9 “Service Schedule” means the document setting out the plans, prices, quotas and the Spark cost of each action for the Subscription Service, published at itogai.app/legal/service-schedule and incorporated into this Agreement by reference.

1.10 “Spark” means the single unit of consumable value within the Subscription Service, as described in Section 4.

1.11 “Subscription Service” means the itogai relationship intelligence platform, including the TrustGraph™ scoring algorithm, TrustRings™ network organization, the TrustReach™ action layer, Akai, and any feature, integration or module itogai makes available from time to time.

The Subscription Service means that platform wherever and however it is accessed, including through any itogai website, application, client, extension or interface, present or future. Any surface named in this Agreement or in any other Legal Document is an example and is never the definition. The surfaces are recorded in the Product Surface Register.

This Agreement governs every capability of the Subscription Service as designed, whether or not a particular capability is enabled for a particular Account at a particular time. A provision that governs a capability applies to an Account from the moment that capability is available to it. Whether a capability is available to an Account is shown in the Subscription Service and is not restated here.

1.11a “Broadcast” means a single composition sent, on one explicit click, to an explicit set of recipients drawn from the User’s own network. It is the only multi-recipient send the Subscription Service supports.

1.11b “Circle” means a grouping into which the TrustRings layer organizes a User’s contacts.

1.11c “Path” means a route to a person the User does not know directly, surfaced through people the User does know.

1.11d “Signal” means a structured observation about a relationship that the Subscription Service surfaces to the User.

1.11e “Enrichment” means a lookup against an enrichment or data provider that adds business contact detail to a contact or company record, at the Customer’s request. One enrichment consumes the number of Sparks the Service Schedule states; there is no separate enrichment credit. A Profile completion the Customer pays for beyond the monthly number the Service Schedule states consumes Sparks at the rate the Service Schedule states for a completion beyond that number, charged on a material result as that Schedule defines it.

1.11f “Akai assist” means a draft, a summary, a context brief or an answer Akai produces on request. An assist consumes Sparks at the rate the Service Schedule states; there is no separate assist balance.

1.11g “Warm introduction request” means a request the User sends through the Subscription Service asking a person they know to introduce them to a person that person knows.

1.11h “Facilitated introduction” means any introduction made through the Subscription Service between a User and a person that User does not know directly, whether or not a fee is involved. Where a provision of this Agreement or of any other Legal Document applies only where a fee is involved, it says so expressly, and a provision that does not say so applies to every facilitated introduction.

1.11i “Team” means a paid plan run by one Account for a set of members under Section 9.7, with seats priced as the Service Schedule states.

1.11j “Profile completion” means completing the card of a contact in an import the Customer starts, or the profile of a person a User names to reach, with professional information from the sources the Privacy Policy Section 3.3 describes, as part of that import or request. It is not an Enrichment, and within the monthly number of profile completions the Service Schedule states it consumes no Sparks.

1.12 “Legal Documents” means, collectively, this Agreement and each of the following, as published and as updated in accordance with Section 20:

Document URL
Privacy Policy itogai.app/legal/privacy-policy
Acceptable Use Policy itogai.app/legal/acceptable-use-policy
Cookie Policy itogai.app/legal/cookie-policy
Data Processing Agreement itogai.app/legal/data-processing-agreement
Trademark Notice and Usage Guidelines itogai.app/legal/trademark-notice-and-usage-guidelines
Service Schedule itogai.app/legal/service-schedule
Sub-processors register itogai.app/legal/sub-processors
AI Provider Register itogai.app/legal/ai-providers
Product Surface Register itogai.app/legal/product-surfaces
Bridger Terms itogai.app/legal/bridger-terms, which bind only a User who offers or requests a facilitated introduction involving a fee
Support and Availability itogai.app/legal/support-and-availability
Legal hub itogai.app/legal/legal-hub, which indexes the documents above and states the change and version rules that apply across them

The Data Processing Agreement applies whenever itogai processes Personal Data on the Customer’s behalf and is incorporated automatically when the Customer creates an Account or pays any fee.

The page Supported sources and import methods at itogai.app/legal/data-sources is not a Legal Document. It is informational, and Section 1.5 states how this Agreement relates to it. Its URL resolves under the same rule as the table above. The security page at itogai.app/legal/security and the page Notice to people in our users’ networks at itogai.app/legal/network-notice are likewise informational and not Legal Documents; the commitments they describe are the ones this Agreement, the Privacy Policy and the Data Processing Agreement make.

Every URL in this table resolves, and every URL that previously served one of these documents redirects permanently to its current URL. A reference that does not resolve is a reference that does not bind, so itogai treats a broken URL in this table as a defect of the same severity as an outage.

Any order form or Statement of Work executed between itogai and the Customer also forms part of the Legal Documents and binds its parties.

1.13 “Subscription Term” means the initial period for which the Customer subscribes to the Subscription Service, together with every renewal period, ending when the Agreement terminates under Section 6.

1.14 “User” means an individual the Customer authorizes to access the Subscription Service under the Customer’s Account.

2. Use of the Subscription Service

2.1 Access. Subject to 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 Registration and eligibility. The Customer must create an Account to access the Subscription Service. In doing so the Customer confirms it has had the opportunity to review the Legal Documents, accepts them, and authorizes each User registered under the Account to do the same. The Customer is responsible for the accuracy of registration information and for the confidentiality of Account credentials. itogai never stores a password: every User authenticates through itogai’s identity provider, which offers multi-factor authentication to every Account. itogai expects every Account Owner, and every User who administers a Team or a Group, to turn multi-factor authentication on, and Section 2.6a lists it among the controls the Customer runs for its own Account.

Every individual who registers for, accesses or uses the Subscription Service must be at least eighteen (18) years of age, or such higher age as the law where that individual lives sets for contractual capacity, and must have the legal capacity to enter into this Agreement. Where an individual registers on behalf of an entity, that individual additionally represents that they are authorized to bind it. The Subscription Service is a business product offered only to businesses and to individuals acting in a professional capacity. It is not offered to, directed at, or available to anyone under eighteen. An Account may be registered with any email address, personal or work; the restriction to professional use is a term of this Agreement and not a restriction on the address used. itogai may suspend under Section 2.7, or terminate under Section 6.3, any Account it believes was opened in breach of this paragraph.

2.3 Free access and the trial period. itogai offers a Free plan for evaluation, subject to the feature and usage limits stated in the Service Schedule, which also states the one-time gift of Sparks every new Account receives at signup. Every new Account also receives a trial period of a paid plan, of the plan and duration stated in the Service Schedule, which begins when the Account brings in its first Data Source through any Acquisition Method other than manual entry (by connecting, uploading, importing or reading one on screen), rather than on registration. No payment method is required to begin or to complete that trial period. The plan and duration are commercial terms and may change through the Service Schedule; the requirement that no payment method be collected is a term of this Agreement and changes only by amendment under Section 20.

At the end of the trial period the Account moves to the Free plan unless the Customer has selected and paid for a plan.

2.4 Bringing in a Data Source. Where the Customer connects a Data Source, the authorization screen the source presents describes the permissions being granted. itogai requests only the permissions necessary to provide the Subscription Service. Permission to send email or to write calendar events is requested only the first time a User sends or schedules from the Subscription Service. Where the Customer uploads, imports or reads a source on screen, itogai asks the Customer’s consent for that source at that moment, with the content signals setting of Section 7.2a off by default. The Customer may revoke any authorization or consent at any time, either inside the Subscription Service or in the settings of the source. Section 7.4 sets out what happens to data already derived.

2.4a The Customer’s warranties on data it brings in. For every Data Source the Customer connects, uploads, imports or reads on screen, the Customer warrants that:

  1. it has a lawful basis under applicable data protection law for any information about a third party the source carries, including every person who appears in an imported or on-screen conversation;
  2. it complies with the terms of the source service in producing the export, archive or file, and in connecting the account;
  3. it brings in only data from its own account with the source service, or from an account it is authorized to use;
  4. it submits no data about anyone under the age of eighteen (18), or under such higher age as the law where that person lives sets;
  5. it never supplies to itogai another service’s credentials, keys or backups, or a file produced by getting around a service’s security; and
  6. it does not use the Subscription Service to get around a limit, a block or a restriction that a source service places on its account.

Section 2.3 of the Acceptable Use Policy states the acquisition methods that are permitted and the collection that is prohibited.

2.5 Restrictions. 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 applicable law expressly permits;
  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, or to scrape, harvest or bulk-collect contact information from any source; data enters an Account only through the Acquisition Methods in Section 1.5a;
  5. use the Subscription Service to operate a sequence, cadence, drip campaign, automated reply, automated follow-up, automated direct message or any other form of automated multi-step messaging in which a message is delivered without the sending User having reviewed that specific message and clicked send on it. The Subscription Service is built for one decision and one send. Akai drafts, surfaces and explains; Akai does not send. Section 8 states this as a commitment itogai makes in return;
  6. store, process or transmit material that infringes a third party’s intellectual property rights, that violates any individual’s privacy or publicity rights, or that is unlawful, harmful, threatening, abusive, harassing, defamatory or obscene;
  7. interfere with or disrupt the integrity or performance of the Subscription Service, attempt to gain unauthorized access to any part of it, or circumvent any technical or contractual restriction;
  8. use the Subscription Service to develop a competing product or service, or to publish a benchmark, comparison or performance evaluation of the Subscription Service that is derived from non-public performance data. Nothing in this paragraph prevents the Customer from forming or expressing its own opinion of the Subscription Service, or from comparing it against alternatives using information that is publicly available or that itogai has published; or
  9. submit any category of data excluded under Section 7.6.

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

2.6a The controls the Customer runs. itogai runs the controls on its side of the Subscription Service, and states them in the Privacy Policy Section 12, the Data Processing Agreement Annex II and the security page at itogai.app/legal/security. Some protections depend on the Customer, and this Section names them so that both sides know where the line is. The Customer:

  1. keeps Account credentials confidential, uses them only through the Subscription Service, and never shares an Account between people;
  2. turns multi-factor authentication on for the Account Owner and for every User who administers a Team or a Group, and encourages it for every User;
  3. administers Team and Group membership, and removes a person who leaves the Customer or no longer needs access, promptly;
  4. revokes a Data Source it no longer wants read, inside the Subscription Service or at the source, and reviews the sources connected to its Account from time to time;
  5. brings in only the data Section 2.4a allows, and keeps the warranties in that Section true for the life of the Account;
  6. reports a suspected compromise of an Account, a credential or a device used to reach the Subscription Service to legal@itogai.com as soon as it learns of it;
  7. reads the security and account notices itogai sends and acts on the ones that ask the Customer to do something; and
  8. reviews an Akai output before acting on it or sending it, as Section 8.5 states.

The Data Processing Agreement lists these controls, together with three that Sections 8.8, 14.2 and 8.2 place on the Customer, in its Annex IV as complementary user entity controls, so that an assessment of itogai’s controls can state what they assume of the Customer. Nothing in this Section reduces any commitment itogai makes elsewhere in the Legal Documents; it says what itogai cannot do for the Customer because only the Customer can.

2.7 Suspension. itogai may suspend access, in whole or in part, with or without prior notice, where itogai reasonably determines that continued access poses a security risk; that use violates this Agreement or the Acceptable Use Policy; that the Customer is delinquent on a payment obligation; or that suspension is required by law or by order of a court or governmental authority.

3. Surfaces and application marketplaces

3.1 One agreement, every surface. This Agreement governs the Customer’s use of the Subscription Service on every surface. Obtaining access through a different surface does not create a different agreement and does not change the rights or obligations in this one.

3.2 Where a surface is obtained from an application marketplace. Where the Customer or a User downloads an itogai application from a third-party application marketplace, the following apply in addition to the rest of this Agreement:

  1. The parties. This Agreement is between itogai and the Customer only. The marketplace operator is not a party to it, and is not responsible for the application or its contents.
  2. Scope of license. The license granted is a non-transferable license to use the application on any device the Customer or User owns or controls, as permitted by the usage rules of the marketplace in question.
  3. Maintenance and support. itogai alone is responsible for providing maintenance and support for the application, on the terms of the Support and Availability page. The marketplace operator has no obligation to furnish any maintenance or support service.
  4. Warranty. itogai alone is responsible for any product warranty, whether express or implied by law, to the extent it is not effectively disclaimed. If the application fails to conform to an applicable warranty, the Customer or User may notify the marketplace operator, which may refund the purchase price of the application if any was paid. To the maximum extent permitted by applicable law, the marketplace operator has no other warranty obligation whatsoever with respect to the application.
  5. Product claims. itogai, and not the marketplace operator, is responsible for addressing any claim by the Customer, a User or a third party relating to the application or to the possession or use of it, including product liability claims, any claim that the application fails to conform to a legal or regulatory requirement, and claims arising under consumer protection, privacy or similar legislation.
  6. Intellectual property claims. In the event of a third-party claim that the application or its possession and use infringes that third party’s intellectual property rights, itogai, and not the marketplace operator, is solely responsible for the investigation, defense, settlement and discharge of that claim.
  7. Legal compliance. The Customer and each User represent that they are not located in a country subject to a United States Government embargo or designated as a terrorist-supporting country, and are not listed on any United States Government list of prohibited or restricted parties.
  8. Third-party beneficiary. The operator of the marketplace from which the application was obtained, and that operator’s subsidiaries, are third-party beneficiaries of this Section 3.2, and upon the Customer’s acceptance of this Agreement that operator has the right, and is deemed to have accepted the right, to enforce this Section against the Customer as a third-party beneficiary of it.
  9. Marketplace terms. The Customer’s and each User’s use of the marketplace itself is governed by that marketplace’s own terms, and not by this Agreement.

3.3 Contact. itogai’s contact details for support of any application obtained from a marketplace are in Section 22 and are published at itogai.app/support, which itogai maintains for as long as any listing is live.

3.4 Where purchases are made. No itogai application offers, initiates or processes a purchase of any kind. Plans, Sparks and every other paid item are purchased only on the itogai web platform, under Section 5, and an application makes available to a signed-in User only what the Account already holds. An application does not sell a subscription, sell Sparks, unlock a paid feature in exchange for payment, or carry a purchase, upgrade or checkout path, and itogai does not operate an external payment mechanism inside any application. Where a marketplace operator’s rules govern purchases made inside an application, they are not engaged, because no purchase is made there.

4. Sparks

4.1 What a Spark is. A Spark is the single unit of consumable value within the Subscription Service. itogai maintains one currency, and every consumable capability is priced in it. A Spark is a license to consume functionality within the Subscription Service.

4.2 What a Spark confers. Sparks may be applied, at the Customer’s election, to a warm introduction request, to a broadcast beyond the included monthly number, to an enrichment or other lookup the Service Schedule prices, to a profile completion beyond the included monthly number, or to Akai assists. How many Sparks each of those consumes is a commercial term stated in the Service Schedule. The Customer’s right to choose which of those its Sparks are applied to is a term of this Agreement and does not change through the Service Schedule, and it covers every Spark the Customer holds, whatever its source: a plan, a purchase, the signup gift, a reward, a pool for an event or compensation under the Bridger Terms. The Customer applies Sparks by an explicit action of its own; the Subscription Service never spends a Spark on the Customer’s behalf.

4.3 Entitlements are not currency. A plan may also carry the following, none of which is bought with Sparks:

  1. An included number of broadcasts each month, granted with the plan at no Spark cost. These expire at the end of each month and do not carry forward. A Customer may send more than the included number, and the additional ones are paid for in Sparks at the rate in the Service Schedule. itogai does not cap how many a Customer may send.
  2. A daily number of enrichments, which is a threshold rather than an entitlement. Past it, each further enrichment asks the User for one confirmation that names its cost, and then runs at that cost. It does not supply the Sparks those enrichments consume, so a Customer with no Sparks runs no enrichments.
  3. A one-time gift of Sparks at signup, in the quantity the Service Schedule states, granted once per Account and never repeated.
  4. A monthly number of profile completions, in the quantity the Service Schedule states. It spends no Sparks and does not carry forward.

Whether a given entitlement exists, and in what quantity, is a commercial term stated in the Service Schedule. That an entitlement carrying no Spark cost is never converted into, exchanged for, or redeemable as Sparks is a term of this Agreement.

4.4 One unit. The Spark is the only unit of consumable value. There is no enrichment credit, no assist balance and no second currency: nothing is converted into another unit, nothing converts back into a Spark, and a Spark burned on an action is not refundable.

4.5 Lifecycle.

  1. Issuance. Sparks included with a plan are issued at the start of each billing period, and monthly for a plan that has no billing period. For a Team they are issued to one balance the members share, under Section 9.7.
  2. Hold and burn. Sparks required for an action are held when the action begins and burned when it completes. If the action does not complete, for any reason, the held Sparks are released back to the Customer’s balance in full. This is a commitment and does not change through the Service Schedule. Section 10 and the Bridger Terms state how it applies to a facilitated introduction.
  3. Purchased Sparks, bought outside a plan, remain in the Customer’s balance until consumed or until the Account terminates.
  4. Plan Sparks on a paid plan carry into the next billing period and remain available for twelve (12) months from the day they are issued, on monthly and annual billing alike, as the Service Schedule states. Sparks included with the Free plan do not carry into the next month, and Sparks included with the trial period do not carry beyond it. Included broadcasts unused in a month do not carry into the next month. The signup gift, Sparks itogai grants as a reward or pools for an event, Sparks received as compensation under the Bridger Terms, and the assists left on a Spark burned for a block of Akai assists remain available until consumed or until the Account terminates.
  5. No refunds, no resale and no cash value. Sparks are never refunded, used or unused, and are never exchanged for money in any way: they are not redeemable for cash, and may not be transferred, sold or assigned. This applies equally to Sparks received as compensation under the Bridger Terms.

4.6 Changes. itogai may add Spark-consuming actions, change a per-action cost, or change the number of Sparks a plan includes by reversioning the Service Schedule. Any such change is material and carries thirty (30) days’ notice under Section 20.

5. Fees, billing and refunds

5.1 Fees. The Customer shall pay all fees set out in the applicable order form, plan selection or checkout flow, in accordance with the payment terms stated there. Every price itogai charges for the Subscription Service, for Sparks and for Professional Services is stated in the Service Schedule. A price for any of those that appears on an itogai surface and not in the Service Schedule is an error in that surface, and the Service Schedule governs. Amounts arising from a Customer’s own default, being the interest and collection costs in Section 5.6, are stated in this Agreement rather than in the Service Schedule, because they are a remedy rather than a price.

Each payment of a fee constitutes renewed acceptance of this Agreement and of the Legal Documents in the version in effect on the date of payment.

5.2 Payment processor. Payments are processed by itogai’s third-party payment processor, identified in the Sub-processors register. Every payment under this Section is made on the itogai web platform. Section 3.4 states that no itogai application offers or processes a purchase. By providing payment information, the Customer authorizes itogai and that processor to charge the designated payment method for all fees due. Payment instrument details are collected directly by the processor and are not stored by itogai.

5.3 Renewal. Paid plans renew automatically at the end of each billing period unless the Customer cancels at least one (1) day before the next renewal, through Account billing settings or by writing to billing@itogai.com. Cancellation takes effect at the end of the then-current billing period.

Cancellation is available from inside the Subscription Service, in the same place the plan was purchased, and does not require the Customer to contact anyone.

Renewal reminder. For an annual plan, itogai emails the Account Owner between thirty (30) and forty-five (45) days before each renewal, stating the renewal date, the amount, and how to cancel. For a monthly plan, itogai emails a receipt on each charge stating the same.

5.4 Eligibility for adjusted pricing. Where the Service Schedule offers pricing adjusted for a region or a partner program, eligibility is determined by the criteria stated there and is granted by a code itogai issues on request and verification. No geographic signal, IP address, browser locale or billing address grants it automatically. itogai may verify eligibility at any time and may adjust pricing prospectively where eligibility cannot be substantiated. Misrepresenting eligibility in order to obtain an adjusted price is a violation of the Acceptable Use Policy and grounds for suspension under Section 2.7.

5.5 Refunds. Except as Sections 14.2, 17.4 and 20.5 provide:

  1. Monthly subscription fees are not refundable.
  2. For an annual subscription, the Customer may request a pro rata refund of unused months by writing to billing@itogai.com within thirty (30) days of the renewal date. After thirty (30) days, annual fees are not refundable.
  3. Sparks are not refundable, whether included with a plan, purchased or granted, and whether used or unused, as Section 4.5 states.
  4. Professional Services fees are governed by the applicable Statement of Work and by Section 16.

5.6 Late payment. If an amount is not paid when due, itogai may charge interest at the lower of one and one half percent (1.5%) per month or the maximum rate applicable law permits, accruing from the due date; suspend access after written notice and a cure period of ten (10) days; and recover reasonable costs of collection including attorneys’ fees.

5.7 Taxes. Fees are exclusive of taxes, levies and duties, all of which the Customer is responsible for paying. itogai is responsible for taxes assessed on its own net income.

5.8 Price changes. For monthly subscriptions, a price change applies at the start of the next billing period after thirty (30) days’ notice. For annual subscriptions, a price change applies at the next renewal.

6. Term and termination

6.1 Term. This Agreement begins when the Customer first accepts it and continues for the Subscription Term and any renewal terms, unless terminated under this Section.

6.2 Termination for convenience. The Customer may cancel a paid plan at any time through billing settings or by writing to billing@itogai.com. Cancellation takes effect at the end of the then-current billing period, when the Account moves to the Free plan with its Customer Data intact; canceling a plan does not by itself terminate this Agreement. The Customer may also terminate this Agreement at any time by writing to billing@itogai.com, with effect at the end of the then-current billing period, if any, or by deleting the Account. Deleting the Account, as distinct from canceling a plan, is available from inside the Subscription Service on every surface that offers account settings, and Section 11.4 of the Privacy Policy sets out what happens to the data.

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

6.4 Effect of termination. On termination for any reason:

  1. the Customer’s right to access the Subscription Service ceases;
  2. outstanding payment obligations survive;
  3. for thirty (30) days following termination, itogai makes the Account’s Customer Data available for export by the Customer in a structured, machine-readable format. Where the terminated Account can no longer be accessed, the Account Owner may request the export from support@itogai.com, and itogai delivers it within ten (10) business days of a verified request made inside the thirty day window. When the window closes itogai deletes the data in accordance with the Privacy Policy, subject to Section 11.5 of that Policy. This export window is a right the Customer holds. Shortening or removing it is a material change under Section 20 and carries thirty (30) days’ advance notice; and
  4. Sections 1, 5 as to amounts owed, 6.4, 7 as to signals already derived, 11, 12, 17, 18, 19, 21 and 22 survive.

7. Customer Data and how itogai handles it

7.1 Ownership. As between the parties, the Customer owns and retains all right, title and interest in 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.

7.1a The shared copy. Where a data provider’s written agreement permits a shared copy, the fields itogai obtains from that provider are also kept once in the shared copy, of which itogai is the controller, as the Privacy Policy Section 5.8a states. The shared copy holds nothing the Customer brought in, saw in its own account or typed, is used for the Customer only for a person already in the Customer’s contacts, with the action charged as the Service Schedule states, and what the Customer receives from it becomes part of its Customer Data.

7.2 The three content levels. Every Data Source is handled at one of three levels. The level applied to each source is stated here by category, shown in the product for each source the Customer has brought in, and described by category on the page Supported sources and import methods:

Level What happens
Level 1. Metadata only itogai reads and retains envelope metadata only: sender, recipient, timestamp, subject and comparable fields. Body content is never read and never stored. This is the default for every source
Level 2. Derived signal Content is read in memory for the limited purpose of extracting relationship signal, then discarded. Only the derived signal persists. Raw text is never written to itogai’s database
Level 3. Retained content Raw text persists. This applies only to what a person saves by hand. No automated path writes to this level

7.2a Content signals, the Level 2 setting. Content signals are a per-source setting, off by default, asked at the moment the Customer connects, uploads or reads that source with a concrete example of what the setting adds, and revocable in settings at any time. With the setting on, the text of that source is read once, in memory, to derive relationship signals, and discarded. Turning it off deletes every signal derived from content for that source and keeps every signal derived from who, when and how often. Turning it on affects future imports only, because raw files no longer exist. Email is not a source this setting can apply to.

7.3 Two commitments that bind permanently.

  1. Email message bodies never rise above Level 1. No consent, setting, product update or future source moves them. This is absolute.
  2. A level is raised only by the Customer’s own consent, for that specific source. Never by default, never by a product update, never by adding a new source.

Three consequences follow. Raising the level at which a category of source is handled is a material change under Section 20 and, separately, still requires the Customer’s consent for each source. An upload that contains email message bodies is rejected. Free-text fields in a connected record system are not read: itogai reads the structured fields and leaves the free text alone, and raising them to Level 2 would be a material change requiring the Customer’s consent for that source.

Email is read through each provider’s narrowest permission for message metadata, so the provider itself returns no body, and Gmail’s restricted scope is held at Level 1, which is the subject of itogai’s App Defense Alliance CASA verification at Assurance Level 1 (formerly Tier 2). The text of a message a User sends from the Subscription Service through their own account is deleted once the provider confirms the send.

7.4 Disconnecting a Data Source, and deleting an import. itogai stops reading from a disconnected source immediately. Metadata and structured signals already derived during the period of authorized access remain part of the Customer’s TrustGraph record until deleted or until the Account terminates, and cached metadata not yet incorporated into the structured record is deleted within seven (7) days of disconnection. Raw content processed at Level 2 is not written to itogai’s database or to any log at any point. A raw file the Customer uploads is deleted as soon as it has been processed, and within twenty-four (24) hours where processing fails or the Customer does not finish the steps. The Customer may delete any import, which removes the records derived only from it, and may turn content signals off for a source, which removes what was derived from content; everything derived from a source is deleted within thirty (30) days of Account deletion.

7.5 Security. itogai encrypts Customer Data at rest and in transit using industry-standard encryption, currently AES-256 and TLS 1.2 or higher, and may update the specific algorithms where the update does not reduce the overall level of security. itogai operates a multi-tenant architecture with logical tenant isolation enforced at the database layer. itogai does not describe its encryption as end to end, because encryption at rest and in transit is a different thing.

7.6 Excluded categories. The Customer shall not submit to the Subscription Service:

  1. any special category of personal data within the meaning of Article 9 of the GDPR, being data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data used to identify a person, data concerning health, and data concerning a person’s sex life or sexual orientation; or any Sensitive Personal Information within the meaning of the CCPA;
  2. protected health information, and payment card data subject to PCI-DSS other than payment information the payment processor collects directly;
  3. government-issued identifiers, including social security, passport and national identity numbers;
  4. precise geolocation; or
  5. information about a person under the age of eighteen (18), or under such higher age as the law where that person lives sets.

itogai is not a HIPAA covered entity and not a business associate. These exclusions are the Customer’s obligation, and itogai does not build, and is not required to build, a control that detects or blocks an excluded category on submission.

Conversations the Customer imports or reads on screen. A conversation file may incidentally contain information about other people and, on occasion, content within an excluded category that the Customer did not set out to submit. Importing the conversation does not submit that content as a category. itogai reads such a file only at the level the Customer has consented to for that source, derives relationship signals, never stores the text, and never derives or retains a signal that reveals an excluded category.

7.7 Backups. itogai maintains backups for disaster recovery only. Retention periods are stated in the Privacy Policy.

8. Akai and the augmentation principle

8.1 What Akai is. Akai is itogai’s relationship intelligence co-pilot. It drafts messages for review, surfaces possible warm introduction paths, prepares context briefs, and answers questions a User asks about their own network.

8.2 What itogai commits to. Akai does not send anything. Every outbound message Akai drafts is delivered only after a person has reviewed it and clicked send on that specific message. itogai does not build, offer or enable an automatic send, a scheduled send on a User’s behalf, or any configuration that produces one, on any surface. Section 2.5(5) states the Customer’s matching obligation.

A message a User sends goes out from the User’s own connected account, as the User, and the User who clicks send is its sender, responsible for its content and for the law that governs it. Sent from the User’s own account, the three introduction emails (the ask, the consent request and the connecting email) each carry one line, “Sent via itogai”, linking itogai’s notice for people in users’ networks, and nothing else from itogai. Where the User’s own account can’t send one, the User may send it from itogai’s introductions address, with a click, and an email sent that way carries a longer line saying how the sender came to use itogai and how to ask itogai for removal.

What this Section does not cover. itogai’s own transactional and system mail is not a send on a User’s behalf. Where a person takes an action inside the Subscription Service that has an obvious consequence for someone else, such as accepting or declining a request, itogai may deliver the message that carries that consequence, in its own name, because the person who took the action decided it. Such a message is identified as coming from itogai. It is never a chain: one message follows one such action, and nothing schedules a second.

This is the commitment behind the restriction, and it runs both ways. It is a term of this Agreement and changes only by amendment under Section 20.

8.3 What a score is and is not. A TrustGraph score is a probabilistic estimate produced from the signals available to it. It is support for the User’s own judgment and never a substitute for it. It is not an assessment of any person’s character, creditworthiness, employability, or eligibility for credit, housing, insurance, employment or any other benefit, and it may not be used as one. itogai does not make, and does not enable the Customer to make, a decision producing legal or similarly significant effects on a person by automated means.

8.4 Model providers. Akai runs on third-party model providers. itogai engages a model provider only where that provider commits that Customer Data will not be used to train the provider’s general-purpose models, and a provider that will not commit is not engaged. What each engaged provider has committed to, and the date itogai last verified it, is stated per provider in the AI Provider Register.

8.5 Outputs. Akai’s outputs are generated text and may be inaccurate. The Customer is responsible for reviewing any output before acting on it or sending it, and Section 18.2 applies.

8.6 Every generated text says so. Every Akai output is shown with a marker that identifies it as generated, on every surface, together with the statement that a score is support for the User’s own judgment. itogai keeps that marker on every surface and in every release, and treats a surface that loses it as a defect of the same severity as a broken feature. Where a law that applies to the Customer requires that generated text be identified as such when the Customer uses it, the Customer is responsible for keeping that identification in what it does with the output; itogai does not remove it before the output reaches the Customer.

8.7 What reaches a model provider, and what never does. itogai sends a model provider only what a User’s request needs, such as the names and roles of the people the User is asking about, metadata summaries, the derived signals of Section 7.2a, and text the User saved by hand or supplied and invoked Akai on. Email message bodies are never sent to a model provider, on any key, for any feature. An email message body means mail read from or held in a mailbox; a draft a User writes in the Subscription Service before sending it is text the User supplies. Content of an imported or on-screen conversation for which the Customer turned content signals on may transit one provider once, at import, to derive relationship signals, with no account identifier, as the Privacy Policy Section 6.5 states. No provider uses Customer Data to train its models, and no provider keeps prompt content beyond the period its verified terms set for abuse monitoring (longer only for content its own systems flag for a policy violation), or at all where itogai holds a zero-data-retention agreement with that provider; the AI Provider Register states each provider’s position and the date itogai last verified it, and the register changes on the day an agreement is signed and no earlier.

8.8 Where the Customer runs Akai on its own key. On the plans the Service Schedule states, the Customer may run Akai on its own key with a provider named in the AI Provider Register. Prompt content then leaves under the Customer’s own agreement with that provider, the training and retention positions the register records for itogai’s own account do not apply to that traffic, and the Customer is responsible for the terms it holds with the provider. Section 8.7’s rule that email message bodies are never sent applies on the Customer’s key exactly as on itogai’s, because it is a rule about what itogai sends, not about whose key sends it. itogai stores the Customer’s key encrypted, never logs it, and deletes it when the Customer removes it or the Account is deleted.

8.9 Bounded and reviewed. Every Akai request runs inside a limit on the amount of text it may send, so that no feature can carry more of the Customer’s data to a provider than the request needs; untrusted content (a source’s text, a file, content saved from a screen, a model’s prior output) is handled as data and never as an instruction; and a model’s output is treated as untrusted until a person reviews it. itogai reviews the behavior of every Akai feature before each release that touches it, and treats an outbound message sent without a person’s click, or an output that exposes the scoring model’s mechanics, as a security incident.

8.10 What the Subscription Service’s AI features are not. The TrustGraph scoring algorithm and Akai are not designed, offered or permitted for use as a system that makes or supports decisions about a person’s access to employment, credit, insurance, housing, education, public benefits or essential services, or for law enforcement, migration or border control, or for any decision with legal or similarly significant effect on a person. Section 8.3 and Section 2.5 state the Customer’s matching obligation. itogai’s AI features are relationship intelligence for the User’s own judgment, and this Agreement governs them as such.

9. Groups

9.1 What a Group is. A Group lets the members of one organization see which of them knows a given person, so that a colleague can be asked for an introduction. A Group is the only shared container in the Subscription Service. A Team (Section 9.7) is a billing arrangement, never a container: it decides who pays for seats, and its members belong to a Group under this Section.

9.2 What a Group shows. A Group makes visible business-card depth only: a contact’s name, employer, role, and the fact that a named colleague knows them. It does not expose relationship scores, communication metadata, message content, or the strength or history of any colleague’s relationship. There is no setting, plan or administrative permission that widens this, and itogai does not build one.

9.3 Contribution is a choice. A member contributes a contact to a Group by choosing to, member by member. Nothing is contributed automatically, and an organization cannot contribute a member’s contacts on that member’s behalf. An organization may make contribution a condition of membership in a Group it holds, and a member who joins on that condition has made that choice. Where it does, or where a member opts in, the Group pools derived, aggregate signals at Group level, scoped to that Group, as Section 2.3 of the Data Processing Agreement states; a member’s individual relationship data stays with the member who observed it, and nothing pools across Groups.

9.4 Roles. The organization holding the Group is the controller of the Group record. The Data Processing Agreement governs itogai’s processing of it.

9.5 Leaving a Group. When a member leaves a Group, their contribution stops from that moment. The Group does not retain the member’s individual relationship data, and nothing that identifies which member a shared signal came from survives their departure. Contribution is never retroactive: a member who contributes does so going forward, from the moment they choose to.

9.6 Groups without an organization and shared Groups. A Group may also be created by a User without an organization, or held by two organizations that share it. In a Group without an organization, the User who created it holds the administrator role and each member is the controller of what they contribute. In a shared Group, each organization is the controller of its own members’ contributions. In every case the visibility is the business-card depth in Section 9.2, contribution is the member’s own act under Section 9.3, and nothing pools across Groups.

9.7 Teams. Where the Service Schedule offers a Team, the Account that holds it is responsible for its fees and its holder administers membership. Every seat carries the plan the Team runs on, plan Sparks are issued to one balance the members share and any member applies them under Section 4.2, and a member who leaves takes no Sparks with them. The members belong to the Group the administrator’s organization holds under this Section, and Sections 9.2 to 9.5 apply to them unchanged: a Team changes who pays, never what a member sees or contributes. The seat prices, the minimum size and the proration of seats added or removed during a billing period are commercial terms stated in the Service Schedule.

9.8 Sharing a network outside a Group. A User may switch on network sharing for their own account: one setting, off by default, confirmed before it turns on. With it on, other Users who have that User as a contact can see them as a bridger and ask them for an introduction to a person that User knows, seen at the business-card depth of Section 9.2, and anyone further along a route appears by role at most; with it off, nobody can, from the next read. It never shows a score, a signal, communication metadata or message content, and Section 10 governs any introduction it leads to.

10. Facilitated introductions and fees

10.1 What may be charged for. Where a User offers to make an introduction for a fee, that fee is agreed between the two Users concerned. It may be a fixed amount or an amount determined by a future event those two define. itogai does not set, recommend or influence it, and takes no share of it. itogai’s only charge is the platform fee stated in the Service Schedule, which applies where the person making the introduction elects payment in cash and is zero where they elect payment in Sparks.

Where the amount depends on a future event, the two parties define the triggering event and the basis of calculation before the introduction is made, nothing is charged until that event is reported and accepted, and itogai verifies neither the event nor the amount. The Bridger Terms state the full arrangement, including what itogai does not resolve and the risk that allocates.

10.2 Per request only. A fee is set for a specific request. itogai does not publish, host or permit a rate card, a listed price or any standing public offer to make introductions for money.

10.2a Records. For every introduction that carries a fee, itogai issues a document to each of the two Users concerned, stating for the paying User what was charged and for the receiving User what was settled and what platform fee was applied. Those records do not change who charges, holds or settles funds, which Section 3 of the Bridger Terms states and nothing in this Section displaces.

10.3 Money flow. itogai charges the requesting User, and the payment processor settles to the person making the introduction. itogai does not hold or control funds at any point. The payment provider places and releases every authorization hold and effects every payout and recovery. Where that person elects payment in Sparks they receive the full agreed value in Sparks; where they elect cash they receive the agreed value less the platform fee stated in the Service Schedule.

10.4 Disclosure. Whether the person making an introduction tells the person being introduced that a fee is involved is that person’s own decision. Three things are nonetheless true and are terms of this Agreement:

  1. If a person who was introduced asks itogai whether a fee was involved in that introduction, itogai answers honestly, once it has confirmed they were a party to it.
  2. Affirmatively stating that no fee was involved when one was is a violation of the Acceptable Use Policy, and grounds for suspension and termination.
  3. The composer presents a disclosure line already filled in, which the User may remove.

10.5 Consent. A facilitated introduction requires the agreement of both sides before contact details are exchanged. Proceeding on the agreement of one side only is available solely where the person making the introduction holds an existing relationship with both people and attests to that at the moment of sending, and the attestation is recorded and retained. It is not a setting, not a plan feature, and cannot be switched on for all introductions. The person being introduced may answer with the one-click link in the consent request or by replying to the User who asked, who records a reply with one click, and the record shows which way the answer came in.

10.6 Excluded contexts. A fee may not be charged for an introduction made in connection with healthcare, securities, lending, insurance, legal services or government procurement. The Acceptable Use Policy Section 2.7 and the Bridger Terms Section 6 state each of these in full. Free introductions remain available in every one of those contexts, because the prohibition attaches to the fee rather than to the introduction.

10.7 Bridger Terms. A User who offers or requests a facilitated introduction involving a fee is bound by the Bridger Terms in addition to this Agreement.

11. Intellectual property

11.1 itogai’s rights. As between the parties, itogai owns and retains all right, title and interest in the Subscription Service, the Marketing Website, the Documentation, and all related software, technology, algorithms, models, scoring methodologies and content, together with every improvement, modification and derivative work, and all related intellectual property rights worldwide.

11.2 Trademarks. itogai, the itogai logo, Trustbound, TrustGraph, TrustRings, TrustReach, and Akai are trademarks of Itogai LLC. The Customer is granted no right to use them except as the Trademark Notice and Usage Guidelines expressly permit.

11.3 Feedback. Where the Customer or a User provides feedback or suggestions about the Subscription Service, the Customer grants itogai a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable license to use, modify and incorporate it into any itogai product or service, without obligation or attribution.

11.4 Reservation. All rights not expressly granted are reserved by itogai or the applicable third-party licensor.

12. Confidentiality

12.1 Definition. “Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), in any form, that is identified as confidential or that would reasonably be understood to be confidential given its nature and the circumstances of disclosure. It includes business plans, technical roadmaps, pricing, customer lists and Customer Data.

12.2 Obligations. The Recipient shall use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; protect it with at least the degree of care it uses for its own confidential information of similar importance, and never less than reasonable care; and not disclose it except to employees, contractors, advisors and Affiliates who need to know and are bound by written obligations at least as protective as this Section.

12.3 Exclusions. Confidential Information does not include information the Recipient can demonstrate was rightfully in its possession before disclosure; is or becomes public through no fault of the Recipient; was rightfully obtained from a third party without restriction; or was independently developed without use of or reference to the Discloser’s Confidential Information.

12.4 Compelled disclosure. The Recipient may disclose to the extent law, court order or governmental authority requires, provided it gives prompt notice where legally permitted and reasonable cooperation in seeking a protective order.

12.5 Trade secrets. Confidential Information that constitutes a trade secret is protected for as long as it remains one.

13. Publicity

itogai does not identify the Customer as a customer, or use the Customer’s name or logo, in customer lists on the Marketing Website or in comparable promotional contexts without the Customer’s prior written consent. Where the Customer gives that consent, it grants itogai a limited, revocable, non-exclusive license to use its name and logo for the purposes consented to only, and for no other.

The Customer may withdraw that consent at any time by writing to legal@itogai.com, and on withdrawal the license ends and itogai removes the Customer from those surfaces within thirty (30) days. Any other use of the Customer’s name, logo or trademarks also requires the Customer’s prior written consent.

14. Third-party products and Data Sources

In plain words. When you connect another service to itogai, that service’s own terms keep applying to your account there. Services you connect are run by other companies, and itogai has no control over them or responsibility for what they do. If you disconnect one, the features that rely on it stop working. Professional information itogai adds to your contacts can be incomplete or out of date, and itogai doesn’t guarantee its accuracy.

14.1 Third-party products. The Subscription Service may interoperate with, or display content from, third-party products and services, including the Data Sources a Customer connects. itogai does not control, endorse or assume responsibility for any of them. Use of a third-party product is governed by that third party’s terms and privacy policy, not by this Agreement. Availability of any third-party product through the Subscription Service may change at any time.

Where the Customer directs itogai to send data to a system the Customer has connected with its own credentials, itogai transmits it at the Customer’s direction. Data already delivered to such a system is governed by the Customer’s own agreement with that provider, and itogai cannot retrieve or delete it.

14.2 Accounts the Customer connects. Where the Customer or a User connects an account with another service through that service’s own sign-in, the Customer remains bound by that service’s terms for its account there, and Section 2.4a applies. itogai reads such an account only to provide the Subscription Service to the Customer and never posts or messages in it as a User. Nothing is sent from it except a message a User reviewed and clicked send on in their own email account (Section 8.2), and nothing is written to it except what the Customer directs, such as a calendar event a User chose, the fields the Customer maps to a record system (Section 14.1) or a digest to a channel the Customer chose. itogai may change, limit, suspend or switch off any connection, Data Source or feature that relies on a third-party service, at any time and without liability to the Customer, including where that service changes its terms, its interface or its availability, or requires itogai to do so. itogai gives the notice it reasonably can, and where a feature a paid plan includes is withdrawn for good, the Customer may cancel that plan and receive a pro rata refund of prepaid fees for the unused remainder of the Subscription Term, by writing to billing@itogai.com.

14.3 Professional information itogai adds. Profile completion and Enrichment return information from the sources the Privacy Policy Section 3.3 describes. itogai doesn’t verify it and doesn’t warrant that it is accurate, complete or current. The Customer uses it only for its own relationship activity and in compliance with applicable law, including the law on contacting people, and Section 18 applies.

14.4 No affiliation. itogai is not affiliated with, endorsed by or sponsored by any service a Customer connects or any provider it uses, and naming a service in the Subscription Service or on itogai’s pages describes it and implies no partnership.

15. Beta Services

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

16. Professional Services

16.1 Description. itogai offers structured go-to-market coaching engagements under the name Trustbound Revenue Program (the “Program”), invoiced and labeled on every order form, invoice and receipt as “Professional Services.”

16.2 Engagements, modules and fees. The engagements on offer, their durations, module composition and fees are stated in the Service Schedule. Each module comprises four (4) one-hour live coaching sessions delivered weekly, plus structured asynchronous deliverables between sessions.

16.3 Bundled access. During an active engagement, itogai includes Subscription Service access at no additional charge at the plan level the Service Schedule states for that engagement. Access reverts to the Free plan at the conclusion of the engagement unless the Customer separately elects a paid plan.

16.4 Payment. Program fees are due in full at the start of the engagement and are separate from Subscription Service fees.

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

16.6 Deliverables and ownership. Customer-specific deliverables produced during an engagement are owned by the Customer on full payment of the applicable fees. itogai retains all right, title and interest in the underlying Trustbound methodology, frameworks, templates and materials, and in any improvement or derivative work, except for the Customer-specific deliverable itself.

16.7 Confidentiality. Business data and relationship information shared during an engagement is the Customer’s Confidential Information under Section 12.

16.8 Independent of the Subscription Service. The Program is offered separately and is not a condition of access to the Subscription Service. The Customer may purchase either without the other.

17. Indemnification

17.1 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 (a “Customer Claim”), and shall pay any final judgment or approved settlement of it. This does not apply to claims arising from Customer Data; from the Customer’s combination of the Subscription Service with anything itogai did not provide; from the Customer’s modification of it; or from use in violation of this Agreement.

17.2 By the Customer. The Customer shall defend itogai from any third-party claim arising from Customer Data; from a message a User sends; from the Customer’s or a User’s use of an account with another service, including a breach of that service’s terms; from the Customer’s or a User’s violation of this Agreement; from violation of applicable law; or from the Customer’s combination of the Subscription Service with anything itogai did not provide (an “itogai Claim”), and shall pay any final judgment or approved settlement of it.

17.3 Conditions. The indemnified party shall promptly notify the indemnifying party in writing; give it sole control of defense and settlement, provided no settlement requiring an admission of liability or a payment by the indemnified party is made without that party’s prior written consent; and provide reasonable cooperation at the indemnifying party’s expense.

17.4 Mitigation. Where itogai reasonably believes the Subscription Service may be the subject of a Customer Claim, itogai may at its option and expense procure the right to continue using it, modify it so that it no longer infringes, or terminate it and refund prepaid fees for the unused portion of the Subscription Term. This states itogai’s sole liability and the Customer’s exclusive remedy for a Customer Claim.

18. Disclaimers and limitation of liability

18.1 Disclaimer of warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SUBSCRIPTION SERVICE, EVERY SURFACE ON WHICH IT IS DELIVERED, THE MARKETING WEBSITE AND THE PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND itogai DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING 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.

18.2 Relationship intelligence and generated output. The Subscription Service produces relationship scores, signals, recommendations and generated text using methods that include statistical inference and machine learning. These outputs are probabilistic, are intended to support rather than replace the Customer’s own business judgment, and may be inaccurate. itogai makes no warranty as to the accuracy of any score, signal, recommendation or generated output, and Section 8.3 states the uses for which a score may not be relied on.

18.2a Third-party services and information. itogai is not liable for any act or omission of a service the Customer connects or a provider it uses, for any limit, suspension or closure that a connected service applies to the Customer’s or a User’s account there, or for the accuracy of professional information returned by Profile completion or Enrichment, except to the extent caused by itogai’s own breach of this Agreement.

18.3 Exclusion of damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL 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 AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.4 Aggregate 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 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 FIVE HUNDRED UNITED STATES DOLLARS (USD $500.00). The minimum figure provides a baseline cap for Customers who have paid no fees in the relevant period. It is not a guaranteed payment, an offer of compensation or a promise of refund.

18.5 Exceptions. Sections 18.3 and 18.4 do not apply to the Customer’s payment obligations under Section 5; either party’s indemnification obligations under Section 17; either party’s breach of Section 12; the Customer’s violation of itogai’s intellectual property rights under Section 11; or any liability that cannot be excluded or limited under applicable law.

18.6 Allocation of risk. The parties acknowledge that these disclaimers, exclusions and limitations reflect a reasonable allocation of risk given the fees paid, and that this allocation is an essential basis of the bargain.

19. Governing law, arbitration and dispute resolution

19.1 Governing law. This Agreement is governed by the laws of the State of Florida, United States of America, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The only provisions not governed by Florida law are the Standard Contractual Clauses and the UK Addendum incorporated by the Data Processing Agreement, which fix their own governing law and forum, as Section 11.3 of that Agreement states.

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

19.3 Binding arbitration. Any dispute not resolved informally shall be resolved by binding arbitration administered by JAMS under its applicable rules, seated in Miami, Florida, conducted in English before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

19.4 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 representative or class proceeding.

19.5 Opt-out. The Customer may opt out of Sections 19.3 and 19.4 by written notice to legal@itogai.com within thirty (30) days of first accepting this Agreement, stating the Customer’s full name, the email address on the Account, and a clear statement of the opt-out. Opting out affects no other provision.

19.6 Equitable relief. 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.

19.7 Limitation period. Any claim must be filed within one (1) year after the cause of action accrues, after which it is permanently barred.

20.1 The definition of material. The following definition governs wherever a change affects personal data, in this Agreement, in every other Legal Document and in every register. Where a Legal Document turns on something other than personal data, that document states its own trigger and the same thirty (30) days’ notice applies:

A change is material when it expands the categories of personal data processed, expands the purposes of processing, expands the categories of recipients, or reduces a right the customer holds.

Everything else is routine.

20.2 Notice. A material change takes effect thirty (30) days after notice, given by publication and by email to the Account Owner. Continued use after the effective date constitutes acceptance. A routine change is published immediately with the Document Version incremented and no advance notice, except that adding or replacing a sub-processor always carries thirty (30) days’ advance notice, as the Data Processing Agreement Section 5.3 states.

20.3 What each layer changes by.

Layer Contains Changes by
Durable Rights, obligations, promises, definitions, capability envelopes Amendment of the relevant Legal Document, with notice
Volatile Prices, plan names, quotas, what each action costs in Sparks Reversioning the Service Schedule
Operational Vendors, sources, providers, surfaces Updating the applicable register, with the notice in Section 20.2, or for a source the page Supported sources and import methods

A change of price, vendor, data source, model provider or surface does not amend this Agreement. That is the point of the structure, and it is also why an amendment to this Agreement means something when it happens.

20.4 Versions. Every Legal Document carries an effective date, a last-modified date and a version code. Within version 5, every published change moves the minor number by one, and whether a change is material is decided by Section 20.1, never by the version number; each changelog says which it is. On written request to legal@itogai.com, itogai will provide the version of any of them in effect on a specified date.

20.5 The Customer’s right to leave. This is the term that makes the rest of this Section fair, so it is stated plainly.

Where itogai makes a material change to this Agreement, to the Service Schedule, or to any register, and the Customer considers that change materially adverse to it, the Customer may terminate this Agreement before the change takes effect, by writing to billing@itogai.com at any time during the notice period.

On a termination under this Section:

  1. itogai refunds, pro rata, the prepaid fees for the unused remainder of the then-current Subscription Term. No cancellation fee, no penalty, and no requirement to complete the term.
  2. The Customer does not have to prove the change was adverse. The Customer’s own assessment governs, and itogai does not review it. A right that itogai gets to adjudicate is not a right.
  3. The export window in Section 6.4(3) runs from the date of termination in the ordinary way.
  4. No Spark is refunded, whether purchased, included with a plan or granted, and neither are included entitlements, as Section 4.5 states.

This right exists because itogai can change a price, a vendor, a data source or a surface without amending this Agreement. That flexibility is only fair if the Customer can decline it and leave whole. Removing or narrowing this Section is itself a material change, carries its own thirty (30) days’ notice, and gives rise to this same right.

20.6 The standing obligation. Every published statement in every Legal Document is true on the day it publishes and stays true afterwards. When the product changes, the documents change with it, in the same release or before it.

21. Miscellaneous

21.1 Entire agreement. This Agreement, together with each Legal Document defined in Section 1.12 and any executed order form or Statement of Work, is the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous agreements, proposals and representations, written or oral. Each Legal Document is incorporated by reference and binds the Customer to the same extent as the body of this Agreement.

21.2 Order of precedence. In the event of a conflict: (a) an executed order form or Statement of Work; (b) the Data Processing Agreement, as to the processing of Personal Data on the Customer’s behalf, and except where the Standard Contractual Clauses incorporated into it require otherwise; (c) the Service Schedule, as to any price, quota or Spark cost of an action; (d) this Agreement; (e) the Bridger Terms, as to a facilitated introduction involving a fee; (f) the Acceptable Use Policy; (g) the Privacy Policy; (h) the Cookie Policy; (i) the registers, each as to the matters it records; (j) the Support and Availability page, as to availability measurement and support response; (k) the Trademark Notice and Usage Guidelines; (l) the legal hub; and (m) the Documentation.

21.3 Assignment. The Customer may not assign this Agreement without itogai’s prior written consent, except to a successor in connection with a merger, acquisition or sale of substantially all its assets, provided the successor is not a competitor of itogai. itogai may assign freely.

21.4 Force majeure. Neither party is liable for failure or delay in performance, other than payment obligations, caused by circumstances beyond its reasonable control.

21.5 Notices. Notices to itogai go to legal@itogai.com and to the postal address in Section 22. Notices to the Customer may be sent to the email address on the Account.

21.6 Severability. An invalid or unenforceable provision will be modified to the minimum extent necessary to make it enforceable, and the remainder continues in full force.

21.7 No waiver. No failure or delay in exercising a right waives it.

21.8 Independent contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, employment or fiduciary relationship.

21.9 Third-party beneficiaries. There are no third-party beneficiaries, except as Section 3.2(8) expressly provides.

21.10 Headings. Headings are for convenience and do not affect interpretation.

21.11 Counterparts and electronic acceptance. This Agreement may be executed in counterparts. Electronic signatures and acceptance through click-through interfaces are valid and effective.

21.12 English controls. This Agreement is concluded in English. Any translation is for convenience only, and the English version controls in the event of conflict.

22. How to contact us

Legal notices, contract questions, intellectual property and DMCA claims, arbitration opt-outs, publicity consents and their withdrawal, and security reports: legal@itogai.com

Privacy questions, data subject access requests, and contact removal requests: privacy@itogai.com

Billing, plan changes, refund requests and pricing eligibility: billing@itogai.com

Product support, account issues, outages, status and data export: support@itogai.com or help@itogai.com, which reach the same place

Anything that fits none of the above: info@itogai.com or itogai@itogai.com, and at itogai.app/support

Trademark permissions and misuse reports: trademarks@itogai.com

Demos, partnerships and sales inquiries: demo@itogai.com

Postal address: Itogai LLC Attn: Legal Department 4821 Jumping Way Lake Worth, Florida 33467 United States of America

Changelog

Amended October 15, 2026, version TOS-2026-10-15 v5.2. This is a material change, and for an Account existing on October 15, 2026 it takes effect thirty (30) days after notice, version 5.1 governing until then. Section 1.5a states that a page saved from the companion’s toolbar is manual entry. New Section 1.11j defines Profile completion, and Section 1.11e says how a paid completion is charged. Section 2.4 states that permission to send and to write calendar events is asked for only at first use, and Section 2.4a adds a warranty that the Subscription Service is not used to get around a source service’s limits; its warranty of compliance with the source service’s terms is unchanged. Section 4.3 describes the daily number of enrichments as a confirmation threshold and adds the monthly number of profile completions. New Section 7.1a describes the shared copy, of which itogai is the controller. Section 7.3 states that email is read through each provider’s metadata-only permission and that sent text is deleted once the provider confirms the send. Section 8.2 states that a User’s message goes out from the User’s own account, with the “Sent via itogai” line on the three introduction emails, and that the User who clicks send is its sender. Section 8.7 says what an email message body means. New Section 9.8 covers sharing a network outside a Group. Section 10.5 records how the person being introduced answers. Section 14 opens with three lines in plain words and gains Sections 14.2 to 14.4: connected accounts stay under their own terms, itogai may switch off a feature that relies on a third party (with a pro rata refund where a paid feature is withdrawn for good), information from public sources and data providers is not warranted, and no affiliation is implied. Section 17.2 extends the Customer’s indemnity to messages its Users send and to its use of accounts with other services, and new Section 18.2a limits itogai’s liability for connected services and third-party information. Section 20.4 states how version numbers move.

Amended October 14, 2026, version TOS-2026-10-14 v5.1. One unit. Enrichment credits and the Akai assist balance are retired as units: an enrichment and an Akai assist now consume Sparks directly, at the rates in the Service Schedule, and nothing is converted into another unit. Sections 1.11e, 1.11f, 2.3, 4.2, 4.3, 4.4, 4.5 and 20.5 say so, and Sections 1.9, 20.3 and 21.2 now describe the Service Schedule as stating what each action costs in Sparks where they said conversion rates; the one-time signup grant becomes a gift of Sparks; and Section 4.2 records the one limit on the Customer’s election that the Service Schedule states, that Sparks granted as a reward or pooled for an event are applied to warm introduction requests only. Every commitment in Section 4 is unchanged: one currency, the Customer’s own explicit action, hold and burn with release in full, no resale and no cash value, and thirty (30) days’ notice of any material change. The prices and quantities moved to Service Schedule SS-2026-10-14 v5.5 on the same day, and no price moves with them. For an Account existing on October 14, 2026, this version takes effect thirty (30) days after notice; until then version 5.0 governs it.

What changed from TOS v2.0, May 11, 2026, and why.

  • Every price left this Agreement and now lives in the Service Schedule, which is incorporated by reference. The prices the prior version stated were not the prices itogai charged.
  • The Subscription Service is defined by what it is, not by where it runs. It now covers any itogai surface from the day that surface exists, including applications, without an amendment.
  • New Section 3, application marketplaces, carrying the terms a marketplace operator requires, including its rights as a third-party beneficiary.
  • New Section 8, Akai and the augmentation principle, stating as a commitment that itogai will not build an automatic send on any surface.
  • New Section 9, Groups, and new Section 10, facilitated introductions and fees.
  • Section 7.6 now excludes every special category of personal data under Article 9 of the GDPR and every category of Sensitive Personal Information under the CCPA.
  • New Section 20.5, the right to leave, giving the Customer a pro rata refund and an exit whenever a material change is adverse to it.
  • Section 5.3 adds a renewal reminder for annual plans, and Section 6.2 adds in-product account deletion.
  • New eligibility requirement in Section 2.2. Every individual who registers for or uses the Subscription Service must be at least eighteen (18), or older where local law sets a higher age for contractual capacity, and must have the legal capacity to enter into the Agreement.
  • New Section 3.4, where purchases are made. No itogai application offers, initiates or processes a purchase. Plans and Sparks are bought only on the web platform, and an application makes available only what the Account already holds.
  • The excluded-data age floor in Section 7.6 moves from sixteen to eighteen.
  • Section 2.5(8) is narrower than the prior version. The prohibition on publishing a benchmark now reaches only a benchmark derived from non-public performance data, and the paragraph says expressly that it does not restrict the Customer’s own opinion or a comparison drawn from public information. The prohibition on building a competing product is unchanged.
  • Section 18.4 raises the minimum cap from one hundred to five hundred United States dollars. The operative cap, twelve months’ fees, is unchanged and exceeds the minimum at every paid tier.
  • The thirteen incorporation paths in Section 1.12 were corrected. Two of the prior seven did not resolve.

Amended September 21, 2026, before first publication.

  • Section 10.1 now permits a fee that depends on a future event, agreed between the two Users. itogai still takes no share of it beyond the platform fee in the Service Schedule.
  • New Section 1.11h defines “facilitated introduction” and states the reading rule: a provision that applies only where a fee is involved says so expressly, and Section 10.5 does not say so.
  • Section 8.2 gains a carve-out for itogai’s own transactional mail sent because a person took an action, which is not a send on a User’s behalf and is never a chain.
  • New Section 10.2a records that each side of a fee receives a document for it, and states that documenting a fee does not change who charges, holds or settles funds.

Also amended September 21, 2026, before first publication.

  • Section 1.11 states that this Agreement governs every capability of the Subscription Service as designed, whether or not a capability is enabled for a given Account, so that a capability becoming available never requires an amendment.
  • New Section 9.5 states what happens when a member leaves a Group, and new Section 9.6 covers Groups without an organization and shared Groups. The shared container is called a Group in this and every other document of the set; a Team under Section 9.7 is a billing arrangement, never a container, and Section 9.1 states the distinction.
  • Section 2.2 states that an Account may be registered with a personal address, the professional-use restriction being a term of this Agreement rather than a rule about domains.
  • Section 4.2 states that a Spark is applied by the Customer’s own explicit action and is never converted on the Customer’s behalf.

Also amended September 21, 2026, before first publication, on the security, privacy and AI governance layer.

  • Section 2.2 states that itogai never stores a password and expects multi-factor authentication for the Account Owner and for every User who administers a Team or a Group. New Section 2.6a names the controls the Customer runs for its own Account, mirrored in Annex IV of the Data Processing Agreement, and states that it reduces no commitment itogai makes.
  • Section 8 gains five subsections. 8.6, every generated text carries a marker that says so; 8.7, what reaches a model provider and the rule that email message bodies never do, on any key, with each provider’s retention position stated in the AI Provider Register; 8.8, the Customer’s own key; 8.9, bounded and reviewed requests; 8.10, what the AI features are not.
  • Section 19.1 gains one sentence stating that the only provisions not governed by Florida law are the Standard Contractual Clauses and the UK Addendum incorporated by the Data Processing Agreement, which fix their own law and forum.
  • Sections 1.5 and 1.5a define a Data Source by the five ways data enters an Account, and no longer by a list of platforms; the page Supported sources and import methods names the sources and is informational, not a Legal Document. Section 2.4a states the Customer’s warranties on data it brings in. Section 7.2a states the content signals setting, off by default and revocable. Section 7.3 states that raising a level is material and still needs consent, that an upload containing email message bodies is rejected, and that free-text fields in a record system are not read, all of which the former Data Source Register carried, so that nothing was lost when that register became a page. Section 7.4 adds the deletion of raw uploads after processing and the deletion paths per import and per source. Section 7.6 states how incidental content in an imported conversation is treated. The trial in Section 2.3 begins when the first source is brought in by any method.
  • New Section 9.7 and the definition in Section 1.11i cover Teams, a paid plan run by one Account for a set of members, with the prices in the Service Schedule; Section 4.5 states that a Team’s plan Sparks are issued to one shared balance.
  • Section 2.3 states that the trial period begins at the first Data Source connection, not on registration.

A copy of the prior version is available on written request to legal@itogai.com.

Document version: TOS-2026-10-15 v5.2. Published at itogai.app/legal/customer-terms-of-service.

© 2026 Itogai LLC. All rights reserved. itogai, the itogai logo, Trustbound, TrustGraph, TrustRings, TrustReach, and Akai are trademarks of Itogai LLC.

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