ARMN Terms and Conditions

For these Terms:

“Authorized User” means an individual whom Customer authorizes to access Customer's ARMN workspace.

“Customer Data” means data, content, records, documents, CRM information, files, prompts, conversations, business information, and other information submitted to, synchronized with, or processed through the Services on Customer's behalf.

“Expert” means a person or business participating in an ARMN Expert Program as a provider of business methodology, program content, services, or related materials.

“Expert Content” means methodology, content, documents, frameworks, branding, intellectual property, or other materials supplied by an Expert for use through an Expert Program.

“Expert Program” means an ARMN-supported program through which an Expert's approved methodology, content, or business framework may be made available through ARMN to participating customers.

“Output” means content generated by ARMN in response to Customer's use of the Services, including analyses, recommendations, plans, summaries, proposed actions, drafts, or other generated content.

“Services” means ARMN's AI-powered business command center and all associated functionality provided by ARMN.

“Third-Party Service” means a product, platform, service, API, model provider, CRM, payment processor, authentication provider, or other service operated by a third party and used with or incorporated into ARMN.

ARMN is an AI-powered business command center.

Depending on the functionality available to your account, ARMN may:

• connect to your CRM;
• synchronize and analyze business information;
• analyze contacts, opportunities, pipelines, communications, and other business records;
• answer questions about your business;
• retrieve relevant information from documents and business context;
• maintain workspace-specific business context;
• prepare strategies, recommendations, plans, and proposed actions;
• generate drafts and operational work;
• prepare actions for execution;
• execute supported actions that you expressly authorize;
• maintain records of actions and outcomes; and
• provide other AI-assisted business functionality.

At launch, ARMN's supported live CRM integration is HighLevel, also known as GoHighLevel or GHL.

ARMN is not your CRM and should not be treated as the sole system of record for your business.

You are responsible for maintaining appropriate records and, where appropriate, verifying information directly in the applicable source system.

You must be at least 18 years old to use ARMN.

You may use ARMN only for legitimate business purposes.

If you create or manage an account for an organization, you represent and warrant that:

1. you have authority to act for that organization;
2. the information you provide is accurate;
3. the organization has authorized its use of ARMN; and
4. you have authority to grant ARMN the permissions necessary to provide the Services.

ARMN is primarily offered for business use in the United States.

If you access ARMN from another jurisdiction, you are responsible for determining whether your use complies with laws applicable to you and your business.

You are responsible for maintaining the confidentiality and security of your account credentials.

You are responsible for activity performed through your account or workspace by your Authorized Users, except to the extent caused by ARMN's own breach of these Terms or applicable law.

Workspace owners and administrators control:

• workspace membership;
• user access;
• roles;
• permissions;
• connected systems; and
• other administrative settings.

Customer is responsible for promptly removing access when an individual should no longer be permitted to use the workspace.

Instructions, approvals, configuration changes, and other actions taken by a workspace owner, administrator, or other Authorized User acting within their assigned permissions may be treated by ARMN as authorized instructions from Customer.

You may not share individual login credentials with unauthorized persons.

You must notify ARMN promptly at hi@us.armn.ai if you reasonably believe an account has been compromised or used without authorization.

5.1 Customer Authorization

When you connect a CRM or other Third-Party Service to ARMN, you authorize ARMN to interact with that service on your behalf within the permissions you grant.

For HighLevel, the connection is established through HighLevel's authorization process.

ARMN may request a broad set of permissions so supported functionality can operate across areas such as contacts, conversations, calendars, opportunities, and related CRM records.

ARMN can only exercise permissions actually granted through the connected account.

5.2 Your Authority

You represent and warrant that:

• you are authorized to connect the applicable account;
• you are authorized to permit ARMN to access the information contained in that account;
• you have the necessary rights and lawful basis to allow ARMN to process relevant Personal Data; and
• your instructions to ARMN regarding that information are lawful.

5.3 CRM Writes

ARMN will not independently authorize an external CRM write.

A CRM write requires express authorization from an Authorized User with appropriate permissions.

Express authorization may include:

• a direct instruction to ARMN to perform an action; or
• approval of an action ARMN has prepared for review.

Once you expressly authorize an action, you instruct ARMN to perform that action on your behalf.

5.4 Disconnecting

You may disconnect a supported CRM.

Disconnecting terminates ARMN's ability to continue accessing or acting through the disconnected credentials.

Previously synchronized information may remain within your ARMN workspace and will be handled according to the ARMN Privacy Policy and applicable Data Processing Addendum.

5.5 Third-Party Changes

Third-Party Services are independently operated.

Their APIs, functionality, permissions, rate limits, availability, terms, pricing, or technical requirements may change without ARMN's control.

ARMN does not guarantee that any Third-Party Service will remain compatible with ARMN indefinitely.

Artificial intelligence is a core part of ARMN.

You understand that AI systems are probabilistic and may produce Output that is incomplete, inaccurate, outdated, misleading, or unsuitable for a particular purpose.

Information available to ARMN may also be incomplete or delayed because of:

• CRM synchronization timing;
• data entered incorrectly into a source system;
• disconnected integrations;
• third-party outages;
• missing information;
• stale CRM snapshots; or
• limitations of AI models and retrieval systems.

You are responsible for reviewing Output before relying on it for a material business decision or external action.

6.1 No Professional Advice

ARMN does not provide legal, tax, accounting, financial, investment, medical, employment, insurance, lending, or other regulated professional advice.

ARMN may provide general business information or recommendations, but such information is not a substitute for advice from an appropriately qualified professional.

No relationship created through ARMN makes ARMN your attorney, accountant, investment adviser, fiduciary, employment adviser, healthcare provider, or other professional adviser.

6.2 No Business-Outcome Guarantee

ARMN does not guarantee any particular:

• revenue;
• profit;
• number of leads;
• conversion rate;
• customer acquisition result;
• cost savings;
• marketing performance;
• employee performance;
• business growth;
• valuation; or
• other business outcome.

Any strategy, recommendation, forecast, analysis, or business hypothesis generated through ARMN is informational and should be evaluated using your own judgment.

6.3 Similar Output

Because generative AI systems may provide similar responses to different users, Output generated for you may be similar or identical to content generated for another customer.

You do not obtain exclusive rights in ideas, concepts, methods, facts, or other material that is not legally protectable or that is independently generated for others.

ARMN is designed to keep human authority over consequential external actions.

When ARMN presents an action for approval, you are responsible for reviewing the proposed action before authorizing it.

When you directly instruct ARMN to perform an external action, that instruction may itself constitute authorization.

You are responsible for:

• determining whether the action is appropriate;
• verifying relevant information;
• determining whether the action is lawful;
• determining whether the recipient, content, timing, and purpose are appropriate; and
• reviewing the result where appropriate.

An authorized action may:

• succeed;
• partially succeed;
• fail;
• be delayed; or
• produce a different result because of changes or behavior in a Third-Party Service.

ARMN may provide execution records, receipts, statuses, or other information concerning the result.

You remain responsible for verifying important results in the underlying CRM or other destination system.

ARMN uses safeguards intended to reduce unintended or duplicate execution, but no distributed software system or third-party API can guarantee that every requested action will execute exactly once or exactly as expected in every circumstance.

If ARMN is used to prepare or send emails, text messages, CRM communications, marketing communications, or other outreach on your behalf, Customer is responsible for the communication and its recipients.

As between Customer and ARMN, Customer determines:

• who receives the communication;
• why they receive it;
• what communication is sent;
• when it is sent;
• whether the recipient has provided any required consent; and
• whether continued communication is permitted.

Customer is responsible for compliance with laws and rules applicable to its communications, including where applicable:

• consent requirements;
• opt-out and unsubscribe requirements;
• do-not-call requirements;
• telemarketing requirements;
• quiet-hour restrictions;
• email marketing requirements;
• text-message requirements; and
• other advertising and communications laws.

These may include laws such as the TCPA, CAN-SPAM Act, and corresponding state or international requirements where applicable.

You may not use ARMN to send unlawful, deceptive, abusive, or unsolicited communications.

ARMN's technical ability to perform an action does not constitute a determination by ARMN that the action is legally permissible.

Certain customers may participate in an Expert Program.

9.1 Customers Enrolled in an Expert Program

An Expert Program may allow Expert Content or methodology to influence recommendations, strategies, or other functionality within a participating ARMN workspace.

By enrolling in an Expert Program, Customer authorizes ARMN to use the applicable Expert Content as part of providing the program and the Services.

Experts are independent businesses or individuals and are not employees, partners, fiduciaries, or agents of ARMN unless expressly stated otherwise.

ARMN does not guarantee the accuracy, quality, suitability, profitability, or results of any Expert Content or Expert Program.

An Expert may receive compensation connected to customer enrollment or subscription activity.

9.2 Expert Responsibilities

If you participate as an Expert, you are responsible for:

• your Expert Content;
• your methodology;
• your advertising and marketing claims;
• promises you make to customers;
• services you personally provide;
• customer support obligations assigned to you;
• refunds assigned to you;
• taxes associated with your Expert business; and
• compliance with laws applicable to your program.

You may not make false, misleading, deceptive, or unsubstantiated claims concerning:

• earnings;
• revenue;
• business growth;
• expected results;
• return on investment;
• guaranteed outcomes; or
• ARMN's capabilities.

You may not represent that ARMN guarantees results from your methodology or program.

9.3 Expert Content License

Experts retain ownership of their Expert Content.

An Expert grants ARMN a non-exclusive, worldwide license during the applicable Expert relationship to host, copy, process, index, embed, retrieve, transform as technically necessary, display, and use Expert Content for purposes of operating the applicable Expert Program and delivering it through ARMN to authorized participating customers.

Where an Expert provides names, logos, branding, or similar assets for an Expert Program, the Expert grants ARMN permission to display those assets as necessary to operate and identify the program.

The Expert represents that it has all rights necessary to provide those materials and grant these licenses.

9.4 Stripe Connect and Expert Payments

Where Expert payments are processed through Stripe Connect, the Expert must establish and maintain an eligible Stripe connected account and comply with Stripe's applicable Connected Account Agreement and requirements.

Unless separate written terms state otherwise:

• Stripe processing fees attributable to the Expert's transactions are the Expert's responsibility;
• refunds attributable to the Expert's program are the Expert's responsibility;
• chargebacks attributable to the Expert's transactions are the Expert's responsibility;
• negative balances associated with the Expert's connected account are the Expert's responsibility; and
• ARMN may deduct or offset applicable amounts from amounts otherwise payable to the Expert where permitted.

ARMN may charge a platform fee or retain an agreed portion of revenue. The applicable economics will be disclosed in the Expert's applicable enrollment terms, dashboard, order form, or other written commercial terms.

ARMN may delay or withhold payouts where reasonably necessary to address suspected fraud, chargebacks, unlawful activity, sanctions requirements, payment-provider requirements, or a material breach of these Terms.

10.1 Ownership

As between ARMN and Customer, Customer retains ownership of Customer Data.

These Terms do not transfer ownership of Customer Data to ARMN.

10.2 License to ARMN

Customer grants ARMN a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, retrieve, index, transform as technically necessary, display, and otherwise use Customer Data solely as reasonably necessary to:

• provide the Services;
• perform Customer's instructions;
• maintain and secure the Services;
• provide support;
• troubleshoot the Services;
• comply with applicable law; and
• perform other processing described in the Agreement, Privacy Policy, or applicable DPA.

This license lasts only as long as necessary for those purposes, subject to applicable retention requirements.

10.3 Customer Responsibility for Data

Customer represents and warrants that it has all rights and permissions necessary to provide Customer Data to ARMN and instruct ARMN to process it.

Customer is responsible for the accuracy, quality, legality, and origin of Customer Data.

10.4 Aggregated and De-Identified Information

ARMN may create and use aggregated or de-identified information that does not reasonably identify Customer or an individual for:

• product analytics;
• security;
• performance measurement;
• capacity planning;
• service development; and
• improvement of ARMN.

ARMN will not attempt to re-identify information that has been de-identified for these purposes except where necessary to test or verify the effectiveness of de-identification or where permitted by law.

10.5 Privacy and Data Processing

ARMN's handling of Personal Data is further described in the ARMN Privacy Policy.

Where ARMN processes Customer Personal Data as a processor or service provider on Customer's behalf, the ARMN Data Processing Addendum applies and is incorporated into the Agreement.

If the DPA conflicts with these Terms regarding the processing of Customer Personal Data, the DPA controls with respect to that processing.

ARMN is a general-purpose business software platform.

Unless ARMN expressly agrees otherwise in writing, you may not intentionally use ARMN as a specialized platform for processing:

• protected health information requiring ARMN to enter into a HIPAA Business Associate Agreement;
• full payment-card information for which ARMN would be required to act as a PCI DSS cardholder-data service provider;
• biometric identifiers used for unique identification; or
• other categories of information requiring specialized contractual or regulatory obligations ARMN has not agreed to undertake.

Customer-controlled CRM records and documents may contain sensitive information. Customer remains responsible for determining whether such processing is lawful and appropriate.

11.1 High-Impact Decisions

You may not use ARMN to make solely automated determinations concerning an identified person's eligibility, selection, approval, rejection, or access relating to:

• employment or hiring;
• credit or lending;
• housing;
• insurance eligibility;
• education admissions;
• healthcare eligibility; or
• another decision producing a legal or similarly significant effect on that individual.

ARMN may provide general business information—for example, information about when a growing business might consider hiring—but is not designed to determine which individual should be hired, approved, rejected, insured, financed, housed, admitted, or otherwise selected.

You may not use, or assist another person in using, ARMN to:

1. violate applicable law or another person's legal rights;
2. conduct fraudulent, deceptive, abusive, or misleading activity;
3. send unlawful or unsolicited communications;
4. upload or distribute malware, malicious code, ransomware, or destructive software;
5. gain or attempt to gain unauthorized access to another customer, workspace, account, system, or data;
6. probe, scan, penetration-test, or attack ARMN systems without ARMN's prior written authorization;
7. defeat, bypass, disable, or circumvent authentication, authorization, approval, security, rate-limit, usage-limit, billing, or governance controls;
8. extract credentials, secrets, system instructions, private Customer Data, or other protected information through prompt injection or similar techniques;
9. interfere with or materially disrupt the Services;
10. impersonate another person or misrepresent your authority;
11. infringe or misappropriate intellectual property, privacy, publicity, confidentiality, or other rights;
12. upload information you do not have the right to process;
13. use ARMN for unlawful surveillance;
14. use the Services for the prohibited high-impact decisions described above;
15. reverse engineer, decompile, disassemble, copy, or attempt to derive the source code or proprietary architecture of ARMN except to the limited extent such restriction is prohibited by applicable law;
16. scrape or systematically extract ARMN content, Outputs, model behavior, prompts, interfaces, or functionality to develop, train, improve, benchmark, or commercialize a competing product or service;
17. resell, sublicense, rent, lease, or provide ARMN as a standalone service to third parties except through an authorized ARMN program or written agreement; or
18. use ARMN in a manner that creates unreasonable security, legal, operational, reputational, or infrastructure risk.

ARMN may investigate suspected violations and may restrict or suspend access where reasonably necessary to protect ARMN, its customers, third parties, or the Services.

ARMN and its licensors retain all rights, title, and interest in and to the Services and ARMN's technology, including:

• software;
• architecture;
• workflows;
• interfaces;
• designs;
• systems;
• prompts and orchestration;
• underlying methodologies;
• documentation;
• trademarks;
• branding;
• proprietary business logic;
• databases;
• infrastructure; and
• improvements and derivative works of the foregoing.

Except for the limited rights expressly granted in these Terms, no intellectual-property rights are transferred to Customer.

During an active subscription, ARMN grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for Customer's internal business purposes in accordance with these Terms and the applicable plan.

Subject to these Terms, and to the extent ARMN has any assignable rights in Output generated specifically for Customer, ARMN assigns those rights to Customer.

This does not transfer to Customer any ownership in:

• ARMN technology;
• ARMN prompts or system instructions;
• underlying models;
• software;
• interfaces;
• pre-existing ARMN materials;
• Expert Content;
• third-party materials; or
• general ideas, methods, concepts, facts, or information that are not legally protectable.

You are responsible for determining whether and how Output may legally be used.

ARMN does not warrant that Output:

• is eligible for copyright or other intellectual-property protection;
• is unique;
• does not resemble third-party material; or
• is free from all third-party intellectual-property claims.

If you voluntarily provide ideas, suggestions, recommendations, feature requests, or other feedback concerning ARMN, you grant ARMN a perpetual, irrevocable, worldwide, royalty-free right to use that feedback for any lawful purpose without payment or obligation to you.

Feedback does not include Customer Data or Customer's Confidential Information merely because it is communicated to ARMN.

Each party may receive non-public information from the other that reasonably should be understood to be confidential (“Confidential Information”).

Customer Confidential Information includes non-public Customer Data.

ARMN Confidential Information includes non-public information concerning ARMN's technology, product architecture, security, pricing not publicly disclosed, business operations, and proprietary systems.

The receiving party will:

• use Confidential Information only as necessary to perform or receive the Services;
• protect it using reasonable safeguards; and
• disclose it only to personnel, contractors, advisers, and service providers who need access and are subject to appropriate confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate:

• was already lawfully known without a confidentiality obligation;
• becomes public through no breach of these Terms;
• is received lawfully from a third party without a confidentiality obligation; or
• is independently developed without use of the other party's Confidential Information.

A receiving party may disclose Confidential Information where required by law or valid legal process. Where legally permitted, the receiving party will provide reasonable notice before disclosure.

17.1 Subscription Charges

Paid ARMN subscriptions are billed at the price, billing interval, and terms displayed at checkout or stated in an applicable Order Form.

Depending on the plan, billing may be monthly, annually, usage-based, or another disclosed billing interval.

Unless stated otherwise, subscription fees are billed in advance.

17.2 Automatic Renewal

Unless otherwise stated at purchase, paid subscriptions automatically renew for successive billing periods until canceled.

By purchasing a recurring subscription, you authorize ARMN and its payment processor to charge the applicable recurring fees and taxes to your selected payment method at each renewal.

17.3 Trials and Promotional Periods

If ARMN offers a free or discounted trial, the applicable signup or checkout flow will disclose:

• the length of the trial;
• whether a payment method is required;
• whether the trial converts automatically into a paid subscription;
• the price that will apply after the trial; and
• how to cancel before being charged.

If a trial is disclosed as automatically converting to a paid subscription and you do not cancel before the disclosed trial deadline, you authorize the applicable subscription charge.

17.4 Usage Limits

Plans may include limits relating to:

• AI usage;
• tokens or model consumption;
• CRM synchronization;
• storage;
• users;
• actions;
• integrations; or
• other service resources.

If you exceed a plan limit, ARMN may:

• restrict the affected functionality;
• require an upgrade;
• apply an overage charge where disclosed in advance; or
• take another action described in the applicable plan.

17.5 Taxes

Fees do not include applicable taxes unless expressly stated otherwise.

Customer is responsible for sales, use, value-added, withholding, or similar taxes associated with its purchase of the Services, excluding taxes based on ARMN's net income.

17.6 Payment Processing

Payments are processed by Stripe or another payment processor identified by ARMN.

ARMN does not store full payment-card numbers.

Payment processing may be subject to the payment provider's applicable terms and privacy practices.

17.7 Cancellation

You may cancel a subscription using any cancellation functionality made available in your ARMN account or by contacting hi@us.armn.ai.

Cancellation stops the next renewal and takes effect at the end of the then-current paid billing period unless otherwise stated.

You may continue to use the applicable paid Services through the end of that period unless your access is separately suspended or terminated under these Terms.

17.8 Refunds

Except where:

• required by law;
• expressly stated at checkout;
• stated in an applicable Order Form; or
• expressly approved by ARMN,

subscription fees are non-refundable, and ARMN does not provide refunds or credits for partial billing periods, unused time, or unused plan capacity.

17.9 Price Changes

ARMN may change subscription pricing.

For an existing paid subscription, a price increase will ordinarily become effective at the next renewal occurring after reasonable advance notice, which ARMN intends to provide at least 30 days before the increased price takes effect unless a shorter period is required by circumstances or permitted by applicable law.

If you do not agree with the new price, you may cancel before the applicable renewal.

17.10 Failed Payments

If payment fails or an undisputed amount remains unpaid, ARMN may retry the payment method, restrict paid functionality, downgrade the account, or suspend the Services until payment is received.

A charge reversed through a chargeback or payment dispute remains due unless the underlying charge was invalid or ARMN agrees otherwise.

ARMN relies on or interacts with Third-Party Services, which may include CRM providers, AI providers, cloud infrastructure, authentication services, analytics providers, and payment processors.

Your use of a Third-Party Service may also be governed by that provider's terms.

Except to the extent expressly provided in the DPA or required by law, ARMN is not responsible for:

• third-party outages;
• third-party security incidents;
• changes to third-party APIs;
• removal of third-party functionality;
• third-party rate limits;
• third-party pricing;
• third-party account restrictions;
• third-party data practices; or
• acts or omissions of a Third-Party Service.

ARMN may modify, replace, or discontinue an integration when necessary because of a Third-Party Service change.

ARMN aims to provide reliable Services but does not guarantee uninterrupted availability.

Unless ARMN enters into a separate written service-level agreement, ARMN does not provide a contractual uptime guarantee.

The Services may be unavailable because of:

• maintenance;
• updates;
• outages;
• security events;
• provider failures;
• internet conditions;
• force-majeure events; or
• other circumstances.

ARMN may add, modify, replace, or discontinue features as the product evolves.

Where reasonably practical, ARMN will provide notice before a change that materially and adversely affects core paid functionality.

ARMN is not required to continue supporting obsolete functionality, APIs, integrations, models, or third-party capabilities indefinitely.

ARMN may make beta, preview, experimental, early-access, or similar functionality available.

Such features may:

• contain errors;
• be incomplete;
• behave differently from production features;
• change without notice; or
• be discontinued.

Unless ARMN expressly states otherwise in writing, beta, preview, and experimental features are provided “as is” and are not subject to any service-level commitment.

ARMN maintains technical and organizational measures designed to protect Customer Data.

These measures are further described in the DPA where applicable.

You acknowledge that no internet-based or software system can be guaranteed to be completely secure.

Customer is responsible for:

• protecting its credentials;
• configuring appropriate user permissions;
• maintaining secure devices and networks;
• promptly removing former users;
• monitoring its own CRM and connected accounts; and
• promptly notifying ARMN of suspected unauthorized access.

ARMN does not represent that it holds any security certification, including SOC 2 or ISO 27001, unless ARMN expressly states in writing that the certification has been obtained and remains current.

ARMN may temporarily restrict or suspend access to some or all of the Services where reasonably necessary because of:

• non-payment;
• suspected account compromise;
• security risk;
• abuse;
• violation of these Terms;
• unlawful activity;
• a request from a competent authority;
• sanctions or export-control requirements;
• excessive use threatening service stability;
• a Third-Party Service restriction; or
• material risk to ARMN, its customers, or third parties.

Where practical and appropriate, ARMN will provide notice and an opportunity to resolve the issue.

ARMN may act immediately where delay could create legal, security, fraud, financial, or operational risk.

These Terms remain in effect while you maintain an account or otherwise use the Services.

You may stop using ARMN at any time and may cancel a paid subscription as described above.

ARMN may terminate or suspend your account if you:

• materially breach these Terms;
• fail to pay amounts due;
• engage in unlawful or fraudulent activity;
• create a serious security or operational risk;
• repeatedly violate applicable usage restrictions; or
• use ARMN in a way that reasonably exposes ARMN or third parties to material liability.

Where a material breach is reasonably capable of cure, ARMN may provide an opportunity to cure before termination where practical.

ARMN may also discontinue the Services generally. If ARMN terminates a prepaid subscription for its convenience rather than because of Customer's breach, ARMN will refund any prepaid subscription fees allocable to the unused period after termination.

Upon termination:

• your right to access the Services ends;
• unpaid fees remain due;
• licenses granted to you under these Terms end except where expressly stated otherwise; and
• provisions that by their nature should survive termination remain in effect.

Customer Data will be handled in accordance with the Privacy Policy and applicable DPA.

ARMN generally deletes or de-identifies Customer Data from active systems within 12 months after closure of the applicable account or workspace, subject to legal, security, tax, billing, dispute-resolution, backup, and similar legitimate retention requirements.

You may request earlier deletion by contacting hi@us.armn.ai, subject to applicable law and the DPA.

Do not rely on ARMN as the only repository for business-critical records.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, OUTPUTS, RECOMMENDATIONS, INTEGRATIONS, EXPERT PROGRAM FUNCTIONALITY, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

ARMN DISCLAIMS ALL WARRANTIES NOT EXPRESSLY PROVIDED IN THESE TERMS, INCLUDING IMPLIED WARRANTIES OF:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• TITLE;
• NON-INFRINGEMENT; AND
• QUIET ENJOYMENT.

ARMN DOES NOT WARRANT THAT:

• THE SERVICES WILL ALWAYS BE AVAILABLE;
• THE SERVICES WILL BE ERROR-FREE;
• ALL DEFECTS WILL BE CORRECTED;
• AI OUTPUT WILL BE ACCURATE OR COMPLETE;
• AN ACTION WILL ALWAYS EXECUTE SUCCESSFULLY;
• CRM INFORMATION WILL ALWAYS BE CURRENT;
• THIRD-PARTY SERVICES WILL REMAIN AVAILABLE;
• OUTPUT WILL BE UNIQUE OR NON-INFRINGING; OR
• USE OF ARMN WILL PRODUCE A PARTICULAR BUSINESS RESULT.

YOU ARE RESPONSIBLE FOR EVALUATING THE SUITABILITY OF ARMN FOR YOUR BUSINESS AND FOR REVIEWING MATERIAL OUTPUTS AND EXTERNAL ACTIONS.

To the maximum extent permitted by applicable law, Customer will defend, indemnify, and hold harmless Semper Explorans LLC, ARMN, their affiliates, and their respective officers, directors, employees, contractors, and agents from and against third-party claims, actions, proceedings, damages, liabilities, losses, judgments, penalties, fines, costs, and reasonable attorneys' fees arising out of or relating to:

1. Customer Data;
2. Customer's use of the Services;
3. Customer's violation of these Terms;
4. Customer's violation of applicable law;
5. Customer's violation of a third party's rights;
6. Customer's CRM data or connected accounts;
7. communications sent or initiated by Customer through ARMN;
8. Customer's failure to obtain legally required consent for communications or processing;
9. an action expressly authorized by Customer;
10. Customer's prohibited or regulated use of ARMN;
11. Expert Content or an Expert Program operated by Customer;
12. claims or promises made by an Expert concerning its program or expected results; or
13. Customer's fraud, willful misconduct, or gross negligence.

ARMN will provide reasonable notice of an indemnified claim.

ARMN may participate in the defense using counsel of its choice at its own expense.

Customer may not settle a claim in a manner that admits wrongdoing by ARMN, imposes obligations on ARMN, or restricts ARMN's rights without ARMN's prior written consent.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARMN, SEMPER EXPLORANS LLC, THEIR AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY:

• INDIRECT;
• INCIDENTAL;
• SPECIAL;
• EXEMPLARY;
• CONSEQUENTIAL; OR
• PUNITIVE DAMAGES;

OR FOR ANY LOSS OF:

• PROFITS;
• REVENUE;
• BUSINESS;
• GOODWILL;
• OPPORTUNITY;
• ANTICIPATED SAVINGS; OR
• DATA,

ARISING OUT OF OR RELATING TO THE SERVICES, EVEN IF ADVISED THAT SUCH DAMAGES MAY OCCUR.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARMN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, THE DPA, OR THE RELATIONSHIP BETWEEN THE PARTIES WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO ARMN DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IF CUSTOMER HAS PAID NO FEES TO ARMN DURING THAT PERIOD, ARMN'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED $100.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE.

CUSTOMER'S PAYMENT OBLIGATIONS, INDEMNIFICATION OBLIGATIONS, VIOLATIONS OF ARMN'S INTELLECTUAL-PROPERTY RIGHTS, AND LIABILITY ARISING FROM CUSTOMER'S FRAUD OR WILLFUL MISCONDUCT ARE NOT LIMITED BY ARMN'S LIABILITY CAP.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED THROUGH BINDING ARBITRATION RATHER THAN IN COURT AND INCLUDES A CLASS-ACTION WAIVER.

28.1 Informal Resolution

Before filing arbitration, a party must provide the other party with written notice describing:

• the nature of the dispute;
• the relevant facts;
• the relief requested; and
• contact information for the party raising the dispute.

Notices to ARMN must be sent to:

hi@us.armn.ai

with the subject line:

LEGAL DISPUTE NOTICE

The parties will attempt in good faith to resolve the dispute for at least 30 days after receipt of the notice before commencing arbitration, unless immediate relief is reasonably necessary.

28.2 Binding Arbitration

Except for the limited exceptions below, any controversy, dispute, or claim arising out of or relating to:

• these Terms;
• the Services;
• ARMN's AI functionality;
• Customer's use of ARMN;
• the DPA;
• an Expert Program;
• the relationship between Customer and ARMN; or
• the breach, termination, enforcement, interpretation, or validity of the Agreement

will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect.

The arbitration will be conducted by one arbitrator.

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.

The arbitration will be conducted in English.

The legal seat of arbitration will be Sheridan County, Wyoming, although hearings may be conducted remotely where permitted by the arbitrator and applicable AAA rules.

Judgment on the arbitration award may be entered in any court having jurisdiction.

28.3 Exceptions

Nothing in this arbitration provision prevents either party from seeking temporary or preliminary injunctive or equitable relief from a court where reasonably necessary to:

• protect intellectual property;
• protect Confidential Information;
• prevent unauthorized system access;
• address a security incident; or
• preserve the status quo pending arbitration.

Either party may also bring a claim in small claims court if the claim qualifies and remains solely within that court's jurisdiction.

28.4 Class and Representative Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES TO BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE PROCEEDING.

The arbitrator may not consolidate claims of different customers or preside over any form of class or representative proceeding unless both parties expressly agree in writing.

28.5 Jury Trial Waiver

For any dispute permitted to proceed in court rather than arbitration, each party knowingly and voluntarily waives, to the fullest extent permitted by law, any right to a trial by jury.

28.6 Time Limit for Claims

To the extent permitted by applicable law, any claim arising out of or relating to these Terms or the Services must be brought within one year after the event giving rise to the claim, or the claim is permanently barred.

This contractual limitation does not apply where applicable law prohibits such a limitation.

28.7 Governing Law

These Terms and any dispute not governed by another mandatory law are governed by the laws of the State of Wyoming, without regard to conflict-of-law principles.

For claims that may properly proceed in court, the parties consent to jurisdiction in the state courts located in Sheridan County, Wyoming, or, where federal jurisdiction exists, the United States District Court for the District of Wyoming.

You may not access or use ARMN in violation of applicable United States export-control or economic-sanctions laws.

You represent that you are not:

• prohibited from receiving the Services under applicable sanctions laws;
• located in a jurisdiction where providing the Services would be prohibited; or
• using ARMN on behalf of a prohibited or sanctioned person where such use would violate applicable law.

ARMN may restrict access where reasonably necessary to comply with sanctions, export-control, or similar legal obligations.

ARMN may update these Terms as the Services, business, integrations, or legal requirements evolve.

For material changes, ARMN will provide reasonable advance notice, ordinarily at least 30 days, through email, the Services, or another reasonable method.

Changes required to address legal requirements, security concerns, fraud, abuse, or urgent operational risks may become effective sooner where reasonably necessary.

The updated Terms will state their effective date.

If you do not agree to a material change, you must stop using the affected Services and cancel your subscription before the change becomes effective.

Your continued use of the Services after the effective date of updated Terms constitutes acceptance to the extent permitted by law.

You agree that ARMN may provide contractual notices electronically, including by:

• email to the address associated with your account;
• notices within the Services; or
• other reasonable electronic means.

You are responsible for maintaining an accurate account email address.

Legal notices to ARMN must be sent to:

Semper Explorans LLC d/b/a ARMN
30 N Gould St Ste R
Sheridan, WY 82801
United States

Email: hi@us.armn.ai

Notices concerning privacy rights may also be sent to the same address.

32.1 Entire Agreement

These Terms, together with any applicable:

• Order Form;
• Data Processing Addendum;
• Expert Program terms;
• Privacy Policy; and
• other expressly incorporated written terms

constitute the agreement between ARMN and Customer concerning the Services.

32.2 Order of Precedence

If documents conflict:

1. an executed Order Form or separately negotiated agreement controls to the extent it expressly modifies these Terms;
2. the DPA controls with respect to processing of Customer Personal Data;
3. specific Expert Program terms control with respect to Expert-specific commercial terms;
4. these Terms otherwise control; and
5. policies incorporated by reference apply to the extent they do not conflict with the documents above.

32.3 Assignment

Customer may not assign or transfer the Agreement without ARMN's prior written consent, except where applicable law prohibits such a restriction.

ARMN may assign the Agreement without Customer's consent:

• to an affiliate;
• in connection with a merger;
• in connection with a reorganization;
• in connection with a sale of substantially all relevant assets or equity; or
• to a successor to the applicable business.

32.4 Independent Contractors

ARMN and Customer are independent contracting parties.

Nothing in the Agreement creates a partnership, joint venture, employment relationship, franchise, fiduciary relationship, or general agency relationship between the parties.

ARMN's technical execution of an action expressly authorized by Customer does not create a broader agency or fiduciary relationship.

32.5 Force Majeure

ARMN is not responsible for delay or failure caused by circumstances beyond its reasonable control, including:

• natural disasters;
• severe weather;
• internet or telecommunications failures;
• cyberattacks;
• acts of government;
• war;
• terrorism;
• civil unrest;
• labor disputes;
• power outages;
• provider outages;
• cloud infrastructure failures; or
• failures of material Third-Party Services.

This provision does not excuse Customer's obligation to pay amounts already due.

32.6 Severability

If any provision of the Agreement is held unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in effect.

32.7 No Waiver

A party's failure to enforce a provision does not waive its right to enforce that provision later.

32.8 No Third-Party Beneficiaries

Except where expressly stated otherwise, the Agreement does not create rights for any third party.

32.9 Headings

Section headings are provided for convenience and do not affect interpretation.

32.10 Survival

Sections concerning payment obligations, intellectual property, Output limitations, confidentiality, indemnification, limitation of liability, dispute resolution, data retention, and any other provisions that by their nature should survive will survive termination.

Questions about these Terms may be directed to:

Semper Explorans LLC d/b/a ARMN
30 N Gould St Ste R
Sheridan, WY 82801
United States

Email: hi@us.armn.ai
Phone: +1 904-341-4202