PEZSCALES TERMS OF SERVICE.
Effective date: August 3, 2024
Last updated: August 6, 2026

IMPORTANT: THESE TERMS ARE A LEGALLY BINDING AGREEMENT. SECTION 26 REQUIRES MOST DISPUTES TO BE RESOLVED THROUGH INDIVIDUAL BINDING ARBITRATION AND INCLUDES A CLASS-ACTION WAIVER AND JURY-TRIAL WAIVER. PLEASE READ THESE TERMS CAREFULLY.

‍These Terms of Service (the "Terms") govern access to and use of the websites, webpages, portals, applications, accounts, content, reports, communications, software, and services provided by IP Ventures LLC, doing business as PezScales ("PezScales," "we," "us," or "our").PezScales provides business consulting, strategic advisory, diagnostics, benchmarking, AI and automation implementation, engineering, analytics, training, and related services for businesses (collectively, the "Services"). The "Sites" include pezscales.com and any PezScales webpage, application, portal, or subdomain that links to these Terms.By clicking a button or checkbox indicating acceptance, signing or accepting an Order, creating an account, accessing paid Services, or otherwise using the Sites or Services after being presented with these Terms, you agree to these Terms and acknowledge our Privacy Notice. If you do not agree to these Terms, do not access or use the Sites or Services.If you accept these Terms for a company or other organization, you represent that you have authority to bind that organization. In that case, "Client," "you," and "your" mean that organization and its authorized users. If you lack that authority, you may not accept these Terms or use the Services for the organization.

1. AGREEMENT STRUCTURE AND ORDER OF PRECEDENCE. These Terms, any proposal, order form, statement of work, subscription selection, checkout page, or other ordering document accepted by both parties (each, an "Order"), and any other document expressly incorporated by reference form the "Agreement." Our Privacy Notice describes our data practices but is not a commercial warranty or part of the Agreement unless an Order or applicable law expressly provides otherwise.If PezScales and Client have signed a separate master services agreement, client services agreement, data processing addendum, confidentiality agreement, or other negotiated agreement, that signed agreement applies according to its terms. In the event of a direct conflict, the following order of precedence applies only to the subject of the conflict:a data processing addendum controls the processing of Personal Information on Client's behalf;an Order controls the specific Services, scope, term, pricing, and commercial terms stated in that Order;a separately signed master or client services agreement controls over these online Terms;these Terms; andpolicies and documents incorporated by reference.Terms contained in a Client purchase order, vendor portal, onboarding form, email, or similar document do not modify the Agreement unless PezScales expressly agrees to them in a writing signed by an authorized representative. Performance, silence, invoicing, or acceptance of payment does not constitute acceptance of additional or conflicting terms.

2. BUSINESS USE, ELIGIBILITY, AND AUTHORITY. The Services are intended for business use. You must be at least 18 years old, legally capable of entering a contract, and authorized to act for any organization you represent. You may not use the Services if you are barred from doing so under applicable law.You represent and warrant that:information you provide is accurate, current, and complete;your acceptance and performance of the Agreement do not violate another agreement or duty;you will use the Services only for lawful business purposes; andall users you authorize will comply with the Agreement.You are responsible for your personnel, contractors, agents, account administrators, and anyone who accesses the Services through your accounts, systems, credentials, or authority.

3. SITES, FREE CONTENT, AND NO CLIENT RELATIONSHIP. The Sites may provide articles, playbooks, calculators, reports, audits, valuation ranges, demonstrations, templates, recommendations, and other free or promotional content ("Site Content"). Site Content is general educational and marketing information. It is not a substitute for a signed client engagement, independent investigation, or qualified professional advice.Accessing a Site, submitting a form, downloading content, requesting a preliminary report, or participating in an introductory call does not by itself create a client, fiduciary, advisory, confidential, partnership, agency, or other special relationship with PezScales. Unless a separate nondisclosure agreement or paid engagement expressly applies, do not submit trade secrets or highly sensitive information through a public form or unsolicited communication.Subject to these Terms, PezScales grants you a limited, revocable, nonexclusive, nontransferable, nonsublicensable license to access the Sites and use Site Content for your internal business evaluation. You may print or save a reasonable number of copies for that purpose if you retain all proprietary notices. No other license is granted.

4. ORDERS, SCOPE, AND DELIVERY. An Order may describe deliverables, milestones, assumptions, dependencies, fees, payment dates, subscription terms, usage limits, personnel, or other details. PezScales is obligated to provide only the Services expressly identified in an accepted Order.Unless an Order states otherwise:dates, timelines, projections, and estimates are good-faith planning targets rather than guarantees;PezScales may use qualified employees, contractors, affiliates, and subprocessors to perform the Services;PezScales controls the manner and means of performing the Services;work may be performed remotely;Client-caused delays, unavailable systems, late feedback, inaccurate information, or changed requirements may extend timelines and increase fees;work outside scope requires a written change order or separate Order; andPezScales may replace assigned personnel with reasonably qualified personnel.Client will review a deliverable promptly. Unless an Order provides a different acceptance procedure, a deliverable is deemed accepted ten business days after delivery unless Client provides written notice identifying a material failure to conform to the applicable Order. PezScales' obligation for a timely and valid rejection is to use commercially reasonable efforts to correct or reperform the nonconforming portion. This remedy does not apply to subjective preferences, changed requirements, third-party limitations, or issues caused by Client.

5. ACCOUNTS AND ACCESS. Some Services may require an account. You must provide accurate registration information, keep it current, protect credentials and authentication methods, and restrict access to authorized users. You may not share individual credentials, permit unauthorized access, or circumvent account or usage limits.You are responsible for activities conducted through your account unless caused solely by PezScales' breach of the Agreement. Notify us immediately at legal@pezscales.com if you suspect unauthorized access, compromised credentials, or misuse. PezScales may require password changes, suspend credentials, or take other reasonable security measures.Account administrators may control users, permissions, integrations, and content associated with their organization. Client is responsible for administrator selections and for removing access when a user no longer requires it.

6. CLIENT RESPONSIBILITIES. Client will provide timely cooperation, decisions, approvals, access, personnel, systems, credentials, content, and information reasonably required to perform the Services. Client is responsible for the completeness, accuracy, legality, and reliability of materials, assumptions, instructions, and data it provides.Client is solely responsible for:its business, products, services, pricing, customers, personnel, contractors, and legal obligations;deciding whether and how to implement any recommendation, output, workflow, quote, message, score, or automation;testing and approving configurations before production use;maintaining appropriate human oversight, escalation paths, quality controls, safety procedures, and business-continuity plans;maintaining copies and backups of information under its control;securing its networks, devices, credentials, accounts, integrations, and third-party systems;obtaining and maintaining all licenses, rights, permissions, notices, and consents required for Client Data and Client's use of the Services;complying with consumer-protection, advertising, privacy, data-protection, call-recording, telemarketing, text-messaging, email-marketing, employment, intellectual-property, accessibility, anti-discrimination, industry, and other laws applicable to Client; andmonitoring applicable do-not-call, opt-out, suppression, consent, and preference records.PezScales may rely on information and instructions supplied by Client without independently verifying them. PezScales is not responsible for consequences caused by inaccurate, incomplete, delayed, unauthorized, or unlawful information or instructions supplied by Client.

7. RESTRICTED AND REGULATED INFORMATION. Unless PezScales expressly agrees in a signed writing and appropriate safeguards are in place, Client may not submit or permit the Services to process:protected health information subject to HIPAA;Social Security numbers, government identification numbers, or tax identification credentials belonging to individuals;complete payment-card data or authentication data subject to PCI DSS;bank-account credentials or online-banking passwords;biometric identifiers or templates used to identify an individual;Personal Information knowingly collected from children;classified information, export-controlled technical data, or government information requiring specialized controls;passwords, private keys, security codes, or secrets not reasonably required for an authorized integration; orother information subject to specialized legal or security requirements that PezScales has not agreed to support.Basic property, service, insurance, payment-status, or financing-related information may be processed when reasonably necessary for an agreed workflow, but PezScales is not a payment-card processor, lender, insurer, claims adjuster, credit-reporting agency, or financial institution. Client must not use the Services to collect complete financial credentials or make regulated eligibility decisions unless a separate signed agreement expressly permits the use and all required compliance measures are implemented.

8. AI AND AUTOMATED SYSTEMS. The Services may use artificial intelligence, machine learning, large language models, synthetic voice, transcription, automated decision support, and other automated technologies (collectively, "AI Systems"). AI Systems may answer or route calls, generate or respond to messages, classify or prioritize leads, schedule appointments, prepare preliminary quote ranges, summarize communications, analyze information, produce reports, detect patterns, recommend actions, or support other workflows.AI disclosureAn interaction may be conducted in whole or in part by an AI assistant rather than a human. PezScales will provide disclosures for AI Systems it directly operates for its own purposes when required by law. When PezScales configures or operates an AI System for Client, Client is responsible for ensuring that the workflow clearly and conspicuously identifies the AI System as AI and not human at the outset and throughout the interaction where required or appropriate. Client may not remove, suppress, obscure, or direct PezScales to omit a legally required AI disclosure.Human oversight and responsibility AI outputs are probabilistic and may be incomplete, inaccurate, outdated, offensive, biased, or unsuitable. Similar inputs may produce different outputs, and other users may receive similar outputs. Client must independently review and verify outputs before relying on them or communicating them externally. Client retains control over and responsibility for final decisions, communications, prices, offers, scheduling, dispatch, services, and actions.Unless a separate signed agreement expressly authorizes the use and all required safeguards are implemented, Client may not use an AI System as the sole basis for a decision producing legal or similarly significant effects concerning employment, housing, credit, lending, insurance, healthcare, education, legal services, essential goods or services, or another high-impact area. AI reception, routing, and dispatch features are not emergency services and must not replace 911, emergency responders, licensed professional judgment, safety procedures, or a reasonable human backup process. Client is responsible for emergency messaging and escalation. AI providers and trainingPezScales may use third-party AI providers and subprocessors. PezScales does not use Client Data to train generalized AI models for PezScales' own benefit and does not authorize third-party AI providers to train their generalized models on Client Data unless Client expressly authorizes that use in a signed writing. PezScales may use aggregated or deidentified information, service telemetry, feedback, test data, and nonconfidential information to evaluate and improve the Services, subject to the Agreement and applicable law. AI content and rights As between PezScales and Client, rights in Client-specific AI outputs are allocated under Section 12. PezScales does not represent that an AI output is unique, qualifies for intellectual-property protection, is free of third-party rights, or may be used without human review. Client is responsible for checking facts, rights, required disclosures, and fitness for Client's intended use.Client may not use AI Systems to impersonate a person without authorization, create deceptive or unlawful synthetic media, mislead individuals about material facts, violate publicity or biometric rights, facilitate discrimination, evade safety controls, or engage in any prohibited use described in Section 13.

9. EMAIL, TEXT MESSAGES, TELEPHONE CALLS, AND RECORDINGS. Service and marketing communicationsPezScales may send account, security, transaction, appointment, support, and other service-related communications. Where permitted by law and consistent with your choices, PezScales may also send marketing communications. You may unsubscribe from marketing email using the unsubscribe link. A marketing opt-out does not prevent non-marketing communications permitted by law.PezScales text-message programIf you separately opt in to text messages from PezScales, the categories of messages will be described at the point of consent and may include requested content, inquiry follow-up, appointment reminders, service notices, account messages, or marketing messages. Message frequency varies. Message and data rates may apply. Consent to marketing text messages is not a condition of purchase.You may opt out by replying STOP or by using another legally sufficient revocation method. Reply HELP for assistance. PezScales may send one opt-out confirmation and messages separately requested or otherwise permitted by law. Carriers are not liable for delayed or undelivered messages. You represent that you are the subscriber or customary user of the number provided and will notify PezScales if the number changes or is reassigned.PezScales does not sell or disclose text-message opt-in data or consent records to third parties for their own marketing. Our Privacy Notice explains how mobile information is processed.Client communications through the ServicesClient is the sender or initiator of calls, texts, emails, prerecorded messages, and other communications made for Client through the Services unless an Order expressly states otherwise. Client is solely responsible for recipient lists, message content, campaign purpose, calling times, consent, identification, opt-out language, suppression, recordkeeping, and compliance with the Telephone Consumer Protection Act, Telemarketing Sales Rule, CAN-SPAM Act, state telemarketing and recording laws, carrier requirements, and similar rules.Client will not upload purchased, scraped, rented, or third-party contact lists unless Client has documented legal authority and any consent required to use them for the intended communication. PezScales may suspend a campaign or workflow that it reasonably believes creates legal, carrier, reputational, or security risk.Recordings and transcriptsPezScales or Client may monitor, record, transcribe, or summarize calls, video conferences, demonstrations, or meetings for service delivery, documentation, training, quality assurance, support, or security. PezScales provides notice and obtains consent for its own recording when required by law. Client is responsible for legally sufficient notice and consent for Client-controlled recordings and may not enable recording where prohibited.By continuing a communication after receiving a recording notice, you consent to recording and transcription to the extent that consent may lawfully be given in that manner. If you do not consent, stop the communication and request a reasonable alternative. Where affirmative consent is legally required, the recording must not begin until that consent is obtained.

10. CLIENT DATA, PRIVACY, AND SECURITY. "Client Data" means data, content, communications, records, files, prompts, instructions, Personal Information, and other materials submitted to, connected with, transmitted through, or processed by the Services on Client's behalf.As between the parties, Client retains its rights in Client Data. Client grants PezScales and its providers a worldwide, nonexclusive, limited license to host, copy, transmit, access, transform, display, and otherwise process Client Data only as reasonably necessary to provide, support, secure, and administer the Services; comply with the Agreement and law; prevent or address fraud, security, or technical issues; and exercise other rights expressly permitted by the Agreement.Client represents and warrants that:Client has all rights, authority, notices, consents, and lawful bases required to provide and process Client Data;Client's instructions and use of Client Data do not violate law, contract, privacy, publicity, intellectual-property, or other rights;Client will respond to legally valid requests from individuals concerning Client Data; andClient will not direct PezScales to process Client Data unlawfully.When PezScales processes Personal Information for Client as a processor, service provider, or contractor, the applicable data processing addendum and Client's privacy notice govern that processing. PezScales' Privacy Notice governs Personal Information PezScales processes for its own purposes.PezScales uses administrative, technical, and organizational safeguards designed to protect Client Data, but no system is completely secure. Unless an Order states otherwise, the Services are not designed to satisfy specialized security certifications or regulatory frameworks. Client is responsible for determining whether the Services meet its requirements.Data export, return, retention, and deletion are governed by the applicable Order and data processing addendum. If neither addresses the issue, Client may request a reasonable export of then-available Client Data within 30 days after termination, subject to technical feasibility, payment of outstanding amounts, and reasonable fees for nonstandard work. PezScales may delete Client Data after that period, subject to legal obligations, backups, security records, and our Privacy Notice.

11. CONFIDENTIALITY. This Section applies to information disclosed in connection with a signed Order or other written engagement. It does not create a duty of confidentiality for public information, unsolicited submissions, or information provided before a confidential relationship exists, except as required by our Privacy Notice or applicable law."Confidential Information" means nonpublic information disclosed by one party (the "Discloser") to the other (the "Recipient") that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances. Client Confidential Information includes nonpublic Client Data and business, financial, operational, customer, and transaction information. PezScales Confidential Information includes nonpublic software, code, pricing, security information, product plans, methods, prompts, templates, systems, models, processes, documentation, and know-how.Confidential Information does not include information the Recipient can document: (a) is or becomes public without breach; (b) was lawfully known without confidentiality duty before disclosure; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of the Discloser's Confidential Information.The Recipient will:use Confidential Information only to perform or receive the Services and exercise rights under the Agreement;protect it using at least reasonable care and no less care than it uses for similar information of its own;disclose it only to personnel, contractors, providers, affiliates, and professional advisers who need it and are bound by appropriate confidentiality obligations; andbe responsible for unauthorized use or disclosure by persons to whom it provides access, subject to applicable law and contract.If legally compelled to disclose Confidential Information, the Recipient may do so after providing prompt notice when legally permitted and reasonable assistance, at the Discloser's expense, in seeking protection. The Recipient may disclose only the portion legally required.These obligations continue for three years after disclosure, except obligations concerning trade secrets and Personal Information continue as long as the information remains protected by applicable law. A separate nondisclosure agreement controls if it provides greater or more specific protection.

12. INTELLECTUAL PROPERTY AND DELIVERABLES. PezScales MaterialsPezScales and its licensors retain all right, title, and interest in the Sites, Services, Site Content, software, source code, object code, APIs, connectors, configurations, designs, documentation, training materials, methodologies, frameworks, assessments, models, algorithms, prompts, agents, workflows, libraries, dashboards, templates, processes, inventions, know-how, generalized skills, improvements, and other technology or materials created or owned by PezScales before or outside the specific Client engagement or developed for general use (collectively, "PezScales Materials"). No ownership transfers except as expressly stated in a signed Order.Client MaterialsClient retains its rights in Client Data, trademarks, content, systems, and materials supplied by Client ("Client Materials"). Client grants PezScales the limited license necessary to perform the Services and represents that PezScales' permitted use will not violate third-party rights.Client-specific deliverables"Deliverables" means final work product expressly identified as a deliverable in an Order, excluding PezScales Materials, Client Materials, third-party materials, open-source components, drafts, working papers, and tools used to create the work product.Unless an Order expressly states otherwise, upon full payment of all amounts due for the applicable Order, PezScales grants Client a perpetual, worldwide, nonexclusive, nontransferable, nonsublicensable license to use the final Deliverables for Client's internal business purposes. Client may permit its affiliates, employees, contractors, advisers, and service providers to use Deliverables solely for Client's internal business, subject to confidentiality and use restrictions. Client may transfer this license with a bona fide sale of substantially all of Client's business or assets to which the Deliverables relate, provided the successor agrees in writing to the applicable restrictions and is not a direct competitor of PezScales.The license does not permit Client to sell, sublicense, publish, commercialize, white-label, distribute, or use Deliverables to provide services to third parties, or to extract or commercialize PezScales Materials embedded in Deliverables, unless an Order expressly permits it. Source code, editable design files, development environments, system prompts, internal tools, and working papers are not Deliverables unless specifically identified in an Order.Generalized knowledge and improvementsPezScales may use generalized ideas, concepts, skills, methods, experience, and know-how retained in unaided memory, provided it does not disclose Client Confidential Information or identify Client. PezScales owns improvements, tools, methods, and generalized solutions developed while performing Services that do not incorporate Client Materials or Client Confidential Information. PezScales may use aggregated or deidentified information as permitted by the Agreement and applicable law.AI outputsTo the extent PezScales has transferable rights in Client-specific AI outputs included in a paid Deliverable, those rights are included in the Deliverable license above. AI outputs may not be unique or protectable and may resemble outputs generated for others. PezScales does not warrant ownership, copyrightability, exclusivity, or noninfringement of AI outputs.FeedbackIf you provide suggestions, ideas, or feedback about the Sites or Services, you grant PezScales a perpetual, irrevocable, worldwide, royalty-free right to use and commercialize that feedback without restriction or obligation, provided PezScales does not publicly identify you without permission.Names and marksNeither party may use the other party's name, logo, trademarks, testimonials, or case-study information in external publicity without prior written consent. Factual identification of a service provider or client in confidential transaction documents is permitted when reasonably necessary and subject to confidentiality.

13. ACCEPTABLE USE. You may not, and may not permit another person to:use the Sites or Services unlawfully, fraudulently, deceptively, abusively, or in violation of another person's rights;send spam, unlawful telemarketing, prohibited prerecorded messages, or communications to recipients who have opted out or have not provided required consent;impersonate a person or entity, conceal the commercial origin of a communication, misrepresent AI as human, or make materially false or misleading statements;upload or process content, data, contact lists, recordings, voices, images, trademarks, or other materials without necessary rights and permissions;create unlawful deepfakes, voice clones, biometric templates, discriminatory profiles, or deceptive synthetic content;use the Services for a prohibited high-impact decision, emergency response, safety-critical control, weapons, surveillance prohibited by law, exploitation of children, or other activity likely to cause material physical, financial, or legal harm;violate privacy, data-protection, call-recording, communications, consumer-protection, employment, accessibility, anti-discrimination, intellectual-property, sanctions, or export-control laws;probe, scan, test, disrupt, overload, interfere with, or circumvent the security, availability, access controls, usage limits, or integrity of the Sites or Services without written authorization;introduce malware, harmful code, unauthorized automated traffic, denial-of-service activity, or malicious prompts or instructions;reverse engineer, decompile, disassemble, translate, copy, modify, frame, mirror, scrape, crawl, data-mine, or create derivative works from the Sites, Services, PezScales Materials, models, or nonpublic outputs, except to the limited extent a restriction is prohibited by law;extract model parameters, system prompts, underlying components, or training data; use automated means to harvest Site Content; or use the Services or outputs to build, train, benchmark, or improve a competing product or model without written permission;resell, sublicense, rent, timeshare, white-label, or operate the Services as a service bureau except as expressly permitted in an Order;publish performance tests or security analyses concerning the Services without giving PezScales a reasonable opportunity to review and respond; oruse the Services in a manner that could expose PezScales, a provider, Client, or another person to legal, security, carrier, platform, or reputational harm.PezScales may investigate suspected violations and suspend or restrict affected Services. PezScales may remove or block content when reasonably necessary to comply with law, protect the Services, or enforce the Agreement.

14. THIRD-PARTY SERVICES AND INTEGRATIONS. The Services may connect with or rely on third-party products, AI models, communications providers, data sources, software, APIs, platforms, payment processors, websites, or services ("Third-Party Services"). Third-Party Services are governed by their own terms and privacy practices. Client authorizes PezScales to exchange Client Data with Third-Party Services selected, connected, or approved by Client as necessary to provide the Services.PezScales does not control and is not responsible for Third-Party Services, including their availability, security, pricing, data practices, accuracy, functionality, changes, or discontinuation. A platform or provider may change or restrict an API, feature, policy, rate, deliverability rule, model, or integration at any time. PezScales may modify or discontinue an affected integration and is not liable for resulting interruption or loss outside PezScales' reasonable control.Client is responsible for obtaining necessary third-party accounts and licenses and complying with their terms. Third-party fees are Client's responsibility unless an Order expressly includes them. If PezScales procures a Third-Party Service for Client, the applicable Order governs charges, access, and termination, and the third party's terms still apply.Links or references to third parties do not constitute endorsement. Disputes between Client and a third party are between those parties, except to the extent an Order expressly states otherwise.

15. FEES, PAYMENT, AND TAXES. Client will pay the fees, expenses, and other amounts stated in each Order. Unless an Order states otherwise:invoices are due upon receipt and must be paid no later than 15 calendar days after the invoice date;implementation, onboarding, diagnostic, reservation, and initial-period fees are noncancelable and nonrefundable to the extent they compensate PezScales for work performed, capacity reserved, costs incurred, or opportunities declined;all other fees are noncancelable and nonrefundable except as expressly stated in the Agreement or required by law;Client may not withhold, offset, recoup, or deduct amounts because of a separate dispute;approved out-of-pocket expenses and third-party charges are reimbursable; andpayment obligations are not contingent on Client's receipt of financing, revenue, leads, profit, savings, transaction proceeds, or other results.Client authorizes PezScales and its payment processor to charge the payment method provided for amounts due under an accepted Order, including recurring charges that were clearly disclosed and authorized. Client will maintain accurate billing information and a valid payment method.Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Client will reimburse reasonable collection costs, including attorneys' fees, incurred to collect undisputed overdue amounts. PezScales may suspend Services for overdue amounts after providing any notice required by the Agreement or law. A chargeback or payment reversal made without first giving PezScales a reasonable opportunity to address a good-faith billing dispute is a material breach.Fees exclude sales, use, excise, value-added, withholding, and similar taxes. Client is responsible for taxes arising from its purchases, other than taxes based on PezScales' net income. If Client is legally required to withhold tax, Client will provide documentation and, unless prohibited, gross up payment so PezScales receives the amount it would have received without withholding.

16. SUBSCRIPTIONS, AUTOMATIC RENEWAL, AND CANCELLATION. An Order will state whether Services are month-to-month, for a fixed term, automatically renewing, or nonrenewing. PezScales will not impose automatic renewal unless it is clearly disclosed before purchase and Client affirmatively accepts it.If an Order includes automatic renewal:it renews for the period stated in the Order unless either party gives timely notice of nonrenewal;if no notice period is stated, notice of nonrenewal must be received at least 30 days before the current term ends;PezScales will provide renewal or trial-expiration notices when and in the manner required by applicable law;a nonrenewal or cancellation stops future renewal but does not shorten the current committed term or eliminate fees due for that term; andPezScales may change renewal pricing after providing the notice required by the Order or law, with the change taking effect at renewal.A month-to-month subscription may be canceled before the next billing date using the cancellation method provided in the account or Order, or by emailing legal@pezscales.com. Unless law or an Order requires otherwise, cancellation becomes effective at the end of the paid billing period and does not produce a prorated refund.For a fixed-term commitment, Client may cancel only if the Order expressly grants an early-cancellation right or PezScales materially breaches the Agreement and fails to cure as provided in Section 22. Silence, nonuse, removal of an integration, payment-card expiration, or an attempted chargeback does not cancel a subscription.

17. AVAILABILITY, MAINTENANCE, CHANGES, AND BETA FEATURES. PezScales may maintain, update, improve, modify, replace, or discontinue features. Unless an Order includes a service-level commitment, PezScales does not guarantee uninterrupted availability, response times, recovery times, or error-free operation.Maintenance, security issues, provider failures, API changes, internet outages, carrier filtering, force-majeure events, and other circumstances may affect availability. PezScales may perform scheduled or emergency maintenance and may limit access when reasonably necessary to protect systems or users.Features identified as alpha, beta, pilot, preview, experimental, early access, evaluation, or similar ("Beta Features") may be incomplete, inaccurate, changed, or discontinued at any time. Beta Features are provided for testing, without service levels, warranties, or commitment of continued availability. Client assumes the risks of using Beta Features and will not use them for production, high-impact, regulated, emergency, or safety-critical purposes unless an Order expressly permits it.

18. BUSINESS RESULTS, ESTIMATES, AND PROFESSIONAL-ADVICE DISCLAIMER. PezScales does not guarantee leads, booked jobs, response rates, conversion rates, reviews, rankings, revenue, profit, savings, EBITDA, valuation, financing, investor interest, a sale, an exit, owner independence, or any other business result. Testimonials, examples, projections, benchmarks, case studies, calculators, estimated revenue impact, and prior results are illustrative and are not promises of future performance.Results depend on factors outside PezScales' control, including Client's market, pricing, reputation, offers, sales process, personnel, response, implementation, data quality, budget, competitors, economic conditions, weather, platforms, carriers, algorithms, laws, and third parties. Client is responsible for its decisions and implementation.Unless a separately signed engagement expressly states otherwise and PezScales is legally authorized to provide the service:PezScales does not provide legal, tax, accounting, audit, assurance, certified appraisal, licensed professional engineering, architectural, insurance, investment, securities, lending, or other regulated professional advice;reports or valuation ranges are strategic planning estimates, not certified appraisals, fairness opinions, audit conclusions, solvency opinions, or guarantees of transaction value;exit-readiness, capital, transaction, or M&A discussions do not make PezScales an investment bank, broker-dealer, securities intermediary, lender, fiduciary, legal adviser, tax adviser, or CPA firm;nothing on the Sites or in the Services is an offer to buy or sell a security or a recommendation concerning an investment; andClient should obtain independent advice from appropriately licensed professionals before taking legal, tax, accounting, financing, insurance, employment, investment, or transaction action.

19. REPRESENTATIONS AND WARRANTIES. Each party represents that it has authority to enter the Agreement.Client further represents and warrants that Client will comply with the Agreement and applicable law; Client owns or has sufficient rights in Client Materials and Client Data; Client has obtained required notices and consents; and Client's instructions, products, services, communications, and use of outputs will not violate law or third-party rights.Any PezScales warranty must be expressly stated in a signed Order. If an Order expressly warrants that professional Services will materially conform to stated specifications, Client's exclusive remedy for breach is timely correction or reperformance, and if PezScales cannot provide that remedy after commercially reasonable efforts, termination of the affected portion and refund of prepaid, unused fees allocable to that portion.

20. DISCLAIMER OF WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR AN EXPRESS WARRANTY IN A SIGNED ORDER, THE SITES, SERVICES, SITE CONTENT, DELIVERABLES, AI SYSTEMS, OUTPUTS, REPORTS, INTEGRATIONS, AND BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE." PEZSCALES AND ITS LICENSORS AND PROVIDERS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, RESULTS, SECURITY, AVAILABILITY, AND THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET CLIENT'S REQUIREMENTS.PEZSCALES DOES NOT WARRANT INFORMATION OBTAINED FROM CLIENTS, PUBLIC SOURCES, THIRD-PARTY SERVICES, AI PROVIDERS, DATA PROVIDERS, OR OTHER PERSONS. CLIENT USES THE SERVICES AND RELIES ON OUTPUTS AT ITS OWN RISK AND IS RESPONSIBLE FOR INDEPENDENT REVIEW, TESTING, BACKUPS, HUMAN OVERSIGHT, AND DECISIONS.Some jurisdictions do not allow certain warranty exclusions, so exclusions apply only to the extent permitted by applicable law.

21. SUSPENSION. PezScales may immediately suspend or restrict access to all or part of the Sites or Services if PezScales reasonably believes:Client has breached the Agreement;payment is overdue;use creates a security, legal, carrier, platform, safety, or reputational risk;suspension is necessary to prevent harm, fraud, abuse, or unauthorized access;a provider, government authority, or applicable law requires suspension; orcontinued operation could materially harm PezScales, Client, a provider, or another person.When reasonably practicable, PezScales will notify Client of the suspension and work with Client to address the cause. PezScales is not liable for a good-faith suspension under this Section. Fees continue during a suspension caused by Client unless an Order states otherwise.

22. TERM AND TERMINATION. These Terms begin when accepted and continue while you access the Sites or Services or an Order remains active.Either party may terminate an affected Order for material breach if the breaching party does not cure the breach within ten days after written notice describing it. No cure period is required for a breach that cannot reasonably be cured, unlawful use, fraud, willful misconduct, infringement, violation of Section 13, material security risk, repeated breach, or insolvency to the extent immediate termination is legally permitted.PezScales may terminate an Order for convenience on 30 days' written notice unless the Order states otherwise. If PezScales terminates for convenience, PezScales will refund prepaid fees allocable to Services not provided after the termination date, less noncancelable third-party costs and amounts attributable to completed work and reserved capacity. PezScales may discontinue free Sites, Site Content, or free Services at any time.Client may terminate an Order for convenience only if the Order expressly permits it. Termination does not relieve Client of committed fees, charges accrued before termination, noncancelable third-party costs, or other amounts that the Agreement makes nonrefundable.

23. EFFECT OF TERMINATION. Upon expiration or termination:Client must stop using terminated Services and PezScales Materials except for a surviving Deliverable license;all accrued and undisputed amounts become due;each party will return or destroy Confidential Information upon reasonable request, subject to legal retention, backups, security records, and ordinary archival processes;Client Data export and deletion are handled under Section 10 and any data processing addendum;PezScales may disable accounts, integrations, numbers, domains, workflows, and credentials supplied through the terminated Services; andprovisions that by their nature should survive will survive, including payment, confidentiality, intellectual property, disclaimers, indemnification, liability limitations, dispute resolution, and general provisions.Termination does not affect rights or liabilities accrued before termination.

24. INDEMNIFICATION. Client will defend, indemnify, and hold harmless PezScales, its affiliates, licensors, providers, subcontractors, and their respective owners, officers, directors, employees, and agents (collectively, the "PezScales Parties") from third-party claims, investigations, proceedings, damages, judgments, settlements, penalties, fines, costs, and reasonable attorneys' fees arising out of or relating to:Client Data, Client Materials, Client's products or services, or Client's instructions;Client's use or misuse of the Sites, Services, Deliverables, AI Systems, or outputs;calls, recordings, texts, emails, advertising, campaigns, or other communications initiated for Client;Client's failure to provide required notice, consent, opt-out, disclosure, human oversight, license, or authorization;Client's business decisions, representations, offers, prices, services, employment actions, safety procedures, or dealings with customers or other persons;Client's breach of the Agreement or applicable law;allegations that Client Materials, Client Data, or Client's use infringes, misappropriates, or violates another person's rights; orfraud, negligence, willful misconduct, or unlawful conduct by Client or its users.PezScales will provide reasonably prompt notice of an indemnified claim, subject to Client's obligations being reduced only to the extent delay materially prejudices the defense. Client may control the defense using counsel reasonably acceptable to PezScales. PezScales may participate with its own counsel at its own expense. Client may not settle a claim in a manner that admits fault by a PezScales Party, imposes nonmonetary obligations on a PezScales Party, or fails to provide an unconditional release, without PezScales' written consent.

25. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PEZSCALES PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, ENHANCED, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, SAVINGS, BUSINESS, OPPORTUNITY, GOODWILL, REPUTATION, CUSTOMERS, OR DATA; BUSINESS INTERRUPTION; COST OF REPLACEMENT SERVICES; OR FAILURE TO REALIZE AN EXPECTED RESULT, ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE AND REGARDLESS OF THE THEORY OF LIABILITY.TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PEZSCALES PARTIES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO AN ORDER WILL NOT EXCEED THE FEES ACTUALLY PAID TO PEZSCALES UNDER THE AFFECTED ORDER DURING THE SIX MONTHS IMMEDIATELY BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. FOR CLAIMS NOT RELATING TO A PAID ORDER, TOTAL AGGREGATE LIABILITY WILL NOT EXCEED $100.These exclusions and limits apply in contract, tort, negligence, strict liability, statute, restitution, and otherwise; apply to all claims arising from the same or related events; and apply even if a remedy fails of its essential purpose.The limitations do not limit Client's payment obligations, Client's indemnification obligations, or Client's liability for infringement or misappropriation of PezScales intellectual property, violation of Section 13, fraud, willful misconduct, or liability that cannot lawfully be limited. Nothing excludes or limits a PezScales Party's liability to the extent applicable law prohibits exclusion or limitation.To the maximum extent permitted by law, any claim arising out of or relating to the Agreement must be filed within one year after the claim accrued, or it is permanently barred.

26. DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS-ACTION WAIVERInformal resolution firstBefore filing a claim, the complaining party must send a written Notice of Dispute to the other party describing the claimant, relevant account or Order, facts, legal basis, supporting documents, and requested relief. Notices to PezScales must be sent to legal@pezscales.com with the subject line Notice of Dispute. The parties will attempt in good faith to resolve the dispute for 30 days after receipt. A limitations period is tolled during that 30-day period to the extent permitted by law.Binding individual arbitrationExcept for the exceptions below, any dispute, claim, or controversy arising out of or relating to the Agreement, Sites, Services, Deliverables, communications, relationship between the parties, or enforceability of this arbitration provision will be resolved by final and binding individual arbitration administered by the American Arbitration Association ("AAA").The Federal Arbitration Act governs this arbitration provision. Business-to-business disputes will be administered under the AAA Commercial Arbitration Rules. If the AAA Consumer Arbitration Rules apply by their terms, those rules control, including their requirements concerning fees and the Consumer Due Process Protocol. If there is a conflict between this Section and the applicable AAA rules, this Section controls unless the rules or applicable law prohibit the conflicting term.The arbitration will be heard by one neutral arbitrator, conducted in English, and seated in Utah County, Utah. The arbitrator may conduct proceedings remotely when appropriate. If the Consumer Arbitration Rules apply, a consumer may elect a hearing location or remote process as those rules permit. The arbitrator may award any individual remedy available in court, subject to the Agreement, but may not award relief for or against anyone who is not a party to the individual arbitration. Judgment on the award may be entered in any court with jurisdiction.No class or representative proceedingsDISPUTES MUST BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY. NEITHER PARTY MAY BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, MASS, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION OR ARBITRATION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT PERSONS OR PRESIDE OVER A REPRESENTATIVE PROCEEDING WITHOUT THE WRITTEN CONSENT OF ALL PARTIES.If a final decision determines that this waiver is unenforceable for a particular claim or request for relief, that claim or request will be decided by a court after all arbitrable claims are completed, to the extent legally permitted. The remaining portion of this Section remains enforceable.ExceptionsEither party may: (a) bring an individual action in small-claims court if it qualifies and remains there; (b) seek temporary or preliminary injunctive relief in court to protect intellectual property, Confidential Information, accounts, systems, or security pending arbitration; or (c) seek relief that applicable law prohibits from being subject to arbitration. Seeking such relief does not waive arbitration of other claims.Thirty-day arbitration opt-outYou may opt out of this arbitration provision by emailing legal@pezscales.com within 30 days after you first accept these Terms. The notice must include your full legal name, organization name, account email, the date of acceptance, and an unambiguous statement that you opt out of arbitration. Opting out affects only this arbitration provision and does not affect the rest of the Agreement. An opt-out submitted by one person applies only to that person or the entity that person was authorized to bind.Jury-trial waiverFOR ANY DISPUTE HEARD IN COURT, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY.

‍27. GOVERNING LAW AND COURT VENUE. The Agreement is governed by the laws of the State of Utah, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs Section 26. The United Nations Convention on Contracts for the International Sale of Goods does not apply.For a dispute that is not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state courts located in Utah County, Utah, and the United States District Court for the District of Utah. Each party waives objections based on personal jurisdiction, venue, or inconvenient forum.To the extent permitted by law, the prevailing party in a dispute is entitled to recover reasonable attorneys' fees and costs, except where the applicable arbitration rules or consumer-protection law require a different allocation.

28. EXPORT CONTROLS, SANCTIONS, AND ANTI-CORRUPTION You may not access or use the Sites or Services in violation of U.S. or other applicable export-control, sanctions, anti-boycott, or import laws. You represent that you and your organization are not located in, organized under the laws of, ordinarily resident in, or controlled by a comprehensively sanctioned jurisdiction; are not identified on a prohibited or restricted-party list; and will not provide the Services to a prohibited person or prohibited end use.Each party will comply with applicable anti-bribery and anti-corruption laws and will not offer, authorize, solicit, or accept an improper payment or benefit in connection with the Agreement.

29. ELECTRONIC COMMUNICATIONS AND NOTICES. You consent to receive agreements, disclosures, invoices, records, and notices electronically. Electronic records and signatures have the same effect as paper records and handwritten signatures to the extent permitted by law. You are responsible for maintaining a valid email address and the ability to retain electronic records.Operational notices may be sent through the Services or to the account email and are effective when sent. Legal notices concerning breach, indemnification, termination for cause, or dispute must be in writing and sent to the notice contact in the applicable Order. If an Order contains no notice contact, notices to PezScales must be sent to legal@pezscales.com, and notices to Client may be sent to Client's account administrator or primary business contact.

30. CHANGES TO THESE TERMS. PezScales may update these Terms to reflect changes in law, Services, security, or business practices. The updated version will identify its effective date. Material changes will receive additional notice when required by law.Changes apply prospectively when posted or on the stated effective date. For an active paid Order, a material change that substantially reduces Client's rights or increases Client's obligations will generally apply at renewal unless the change is required by law, addresses security or abuse, relates to a new feature, or Client affirmatively accepts it earlier. Continued use after the effective date constitutes acceptance when permitted by law. If you do not agree to an update, you must stop using affected Services and may exercise any termination right available under the applicable Order.PezScales will not retroactively modify the arbitration provision for a dispute of which PezScales had actual written notice before the modification.

31. GENERAL TERMS. Independent contractorsThe parties are independent contractors. The Agreement does not create employment, partnership, joint venture, agency, franchise, fiduciary, or exclusive relationship. Neither party may bind the other without written authority.AssignmentClient may not assign or transfer the Agreement without PezScales' prior written consent, except Client may assign the entire Agreement with a bona fide merger, reorganization, or sale of substantially all of the business or assets to which the Services relate if Client gives prompt written notice, the successor is not a direct PezScales competitor, the successor assumes all obligations in writing, and all amounts due are paid. PezScales may assign the Agreement to an affiliate or in connection with a merger, reorganization, financing, sale of equity, or sale of substantially all relevant assets. Any prohibited assignment is void.Force majeureNeither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, severe weather, fire, epidemic, war, terrorism, civil disturbance, labor dispute, government action, utility or internet failure, cyberattack not caused by that party's failure to use reasonable safeguards, carrier failure, provider outage, API restriction, or supply interruption. Force majeure does not excuse payment for Services already provided or costs already incurred.SeverabilityIf a provision is unenforceable, it will be enforced to the maximum lawful extent and modified only as necessary, while the remainder remains effective. Section 26 has its own severability rules, which control for that Section.WaiverA waiver must be in writing and signed by the waiving party. Delay or failure to enforce a right is not a waiver. A waiver on one occasion is not a waiver on another.No third-party beneficiariesThe Agreement benefits only the parties and their permitted successors and assigns, except the PezScales Parties may enforce provisions expressly protecting them.Entire agreementThe Agreement is the complete agreement concerning its subject matter and supersedes prior or contemporaneous proposals, representations, discussions, and agreements on that subject. Client acknowledges that it has not relied on a promise, statement, projection, or representation not expressly included in the Agreement.InterpretationHeadings are for convenience only. "Including" means "including without limitation." The singular includes the plural and vice versa. A provision will not be interpreted against a party merely because that party drafted it. The English version controls to the extent permitted by law.Counterparts and electronic acceptanceOrders and other documents may be executed in counterparts and by electronic signature, each of which is deemed an original and together form one instrument.

32. CONTACT INFORMATIONQuestions or legal notices concerning these Terms may be sent to:
Legal and Compliance
Email: legal@pezscales.com
Location: Utah, United States
‍Privacy questions and requests should be sent to help@pezscales.com and are governed by our Privacy Notice.