Terms of Service.

1. Agreement and Definitions

1.1 The Agreement. These Terms of Service (these "Terms") are a binding agreement between DealStake Inc., a Delaware corporation with its registered office at 16192 Coastal Hwy, Lewes, DE 19958 ("DealStake"), and the business on whose behalf a Workspace is created (the "Customer"). These Terms, the Incorporated Documents and each Order together form the agreement between DealStake and the Customer (the "Agreement").

1.2 Acceptance. The Customer accepts the Agreement on the earliest of: (a) the selection of the button that creates a Workspace, beside which DealStake presents these Terms; (b) the continuation of Workspace setup after notice that these Terms apply; or (c) payment for an Order after notice that these Terms apply. The date of that first act is the "Acceptance Date". DealStake keeps a record of each acceptance, including the individual and the Workspace concerned, the time of acceptance and the version of each document presented, shows the Customer that record within the Workspace, and will provide a copy on request.

1.3 Authority. The individual who accepts the Agreement represents that he or she has authority to bind the Customer. An individual who lacks that authority must not create or use a Workspace.

1.4 Incorporated Documents. The Email Acceptable Use Policy (the "AUP") and the Data Processing Terms (the "DPT"), together the "Incorporated Documents", are part of the Agreement and bind the Customer to the same extent as these Terms. The Privacy Policy describes how DealStake handles personal information as a business; it is a notice and is not part of the Agreement. Each document is available on DealStake's website and within the Workspace.

1.5 Order of Precedence. If the documents that form the Agreement conflict, the following order applies: (a) a written agreement signed by both parties, or an Order that expressly states that it prevails; (b) as to the Processing of Personal Information in Customer Data, the DPT; (c) these Terms; and (d) the AUP.

1.6 Summaries. The short version at the top of each document is provided for convenience, is not part of the Agreement and does not modify it. If a summary differs from the text of its document, the text governs.

1.7 Definitions. In the Agreement:

• "Aggregated Data" means information derived from the use of the Services that has been combined across customers and de-identified so that it cannot reasonably be used to infer information about, or be linked to, the Customer, any User, any Merchant or any natural person.
• "Applicable Law" means the laws and regulations that apply to a party or to the Services, including Email Laws and Data Protection Laws.
• "Business Day" means a day other than a Saturday, a Sunday or a public holiday in the State of New York.
• "Campaign" means a sending run that the Customer configures in a Workspace.
• "Confidential Information" means non-public information that a party discloses to the other under the Agreement and that is marked confidential or that a reasonable person would treat as confidential, as Section 10 describes.
• "Credits" means prepaid units purchased by the Customer and applied, at the rates shown in the Workspace before purchase, to usage-based features of the Services.
• "Customer Data" means the data and content that the Customer or its Users upload to, enter into or generate in the Workspace, including lists, Merchant Records, communications, documents submitted by Merchants, and the Customer's settings, instructions and examples. Customer Data does not include Platform Records or Aggregated Data.
• "Data Protection Laws" means the laws that apply to the Processing of Personal Information under the Agreement, including the California Consumer Privacy Act of 2018, as amended.
• "Email Laws" means the CAN-SPAM Act of 2003 (15 U.S.C. 7701 and following) and other Applicable Law governing commercial electronic mail.
• "Marketplace" means the feature of the Services through which the Customer may request lists from third-party providers.
• "Merchant" means a business, and each individual acting on its behalf, whom the Customer causes to be contacted through the Services.
• "Merchant Records" means the records in the Workspace concerning Merchants, including contact details, correspondence, notes and documents submitted by Merchants.
• "Order" means an online checkout, order form or similar ordering flow through which the Customer purchases a subscription, Credits or another paid feature of the Services.
• "Personal Information" means information that identifies, relates to or is reasonably capable of being associated with an individual, including "personal information" and "personal data" as defined in Data Protection Laws.
• "Platform Records" means records and information that DealStake compiles in operating the Services from public sources, such as information about businesses and industries, together with templates and defaults, and the results of checks that DealStake performs on contact details while providing the Services. Platform Records are not Customer Data.
• "Services" means DealStake's software platform, websites and applications for preparing, sending and managing business email communications, including features that use artificial intelligence, together with related support.
• "Sub-processor" means a third party engaged by DealStake to Process Personal Information included in Customer Data on DealStake's behalf.
• "Term" means the period from the Acceptance Date until the Agreement ends under Section 12.
• "User" means an individual whom the Customer authorizes to access the Workspace.
• "Workspace" means the dedicated environment within the Services that DealStake provisions for the Customer and in which Customer Data is stored.

1.8 Interpretation. Headings are for convenience only. "Including" means "including without limitation". A reference to a statute or regulation includes it as amended or replaced. A reference to a Section is to a section of these Terms unless stated otherwise. A period of days is a period of calendar days unless Business Days are specified. "Process" and "Processing" have the meaning given in the DPT.

2. The Services

2.1 Provision of the Services. Subject to the Agreement, DealStake will make the Services available to the Customer during the Term in accordance with each Order.

2.2 Right to Use. DealStake grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right during the Term to access and use the Services, through its Users, for the Customer's internal business purposes and in accordance with the Agreement. DealStake reserves all rights that the Agreement does not expressly grant.

2.3 Automated Communications. The Services include automated features, some of which use artificial intelligence, that prepare and send outreach and reply communications on the Customer's behalf in accordance with the Customer's settings, without the Customer's approval of each communication. The Customer authorizes the operation of those features on its behalf and is responsible for communications sent in accordance with its settings. The Customer may at any time pause sending, stop communications to any Merchant or assume control of any conversation through the Workspace.

2.4 Sending Accounts. Outreach is sent through email accounts and domains that DealStake provisions under a subscription, or, where DealStake has agreed in writing, through accounts that the Customer controls. Where the Customer connects accounts or credentials that it controls, the Customer authorizes DealStake to use them to provide the Services, remains responsible for their standing and for compliance with the terms of the relevant provider, and must keep them current.

2.5 No Guarantee of Results. Delivery, inbox placement and response rates depend on matters outside DealStake's control, including the Customer's lists and offer, the recipients' mail systems and the policies of third-party mail providers. DealStake does not promise any delivery rate, response rate or business outcome.

2.6 Changes to the Services. DealStake may modify the Services, add or withdraw features, and apply additional terms to a new feature that the Customer elects to use.

3. Accounts and Users

3.1 Responsibility for Users. The Customer is responsible for the acts and omissions of its Users, including their compliance with the Agreement, and for the confidentiality of the sign-in credentials issued to them.

3.2 Notice of Unauthorized Use. The Customer must notify DealStake promptly at support@dealstake.io on becoming aware of any unauthorized use of its Workspace or credentials.

3.3 Roles. The owner of the Workspace may invite Users, assign Merchants, change settings, purchase subscriptions and Credits, and close the Workspace. A User assigned a limited role may work Merchant conversations but may not make purchases.

3.4 DealStake Access. DealStake personnel may access the Workspace to provide support and to operate, maintain and secure the Services. DealStake keeps a record of each such access and of each change made during it, and will provide that record to the Customer on request.

4. Customer Data and Lists

4.1 Ownership. As between the parties, the Customer owns Customer Data. The Customer grants DealStake a non-exclusive, worldwide, royalty-free license during the Term to host, store, copy, Process, transmit and display Customer Data, and to permit its Sub-processors to do the same, solely to provide the Services and to meet its obligations under the Agreement.

4.2 Representations for Each List and Campaign. Each time the Customer uploads a list and each time the Customer launches a Campaign, the Customer represents, warrants and covenants that, for every contact on that list:

• (a) the Customer has the right under Applicable Law to contact the business by commercial email, and any purchased or licensed list permits that use through a service provider;
• (b) the list contains no address that has opted out of email from the Customer, has asked not to be contacted, or appears on a do-not-contact list that applies to the Customer;
• (c) the contact is a business, or an individual acting on behalf of a business, located in the United States, unless the Customer holds the consent that the recipient's jurisdiction requires; and
• (d) the Customer did not obtain the list by scraping or harvesting addresses, or in breach of any license, terms of use or obligation of confidence.

4.3 Suppressions. The Customer must apply its own suppression records before uploading a list. Where a list marks a contact as opted out or not to be contacted, DealStake honors that marking.

4.4 The AUP. The AUP states the Customer's duties for lists, identity, content and claims in detail, and the actions DealStake takes on its own under it.

5. Email Laws and Sender Responsibilities

5.1 Allocation. As between the parties, the Customer is the sender of each outreach communication for the purposes of Email Laws, because the Customer's products or services are what the communication promotes, and the Customer is responsible for the content, the recipients and the legality of the communications sent on its behalf. DealStake transmits the communications on the Customer's behalf and performs the duties allocated to it in Section 5.2. This allocation governs the relationship between the parties and does not limit any duty that Email Laws place directly on either party.

5.2 DealStake's Duties. DealStake will include in each outreach communication the Customer's legal business name and a valid postal address, as supplied by the Customer in its business profile, and a functioning means for the recipient to decline further communications. When a recipient replies with a request to stop, unsubscribes, asks not to be contacted or hard-bounces, DealStake will stop communications to that Merchant from the Workspace, including scheduled follow-ups, without further instruction, and DealStake holds, and does not email, a Merchant that it identifies as located in Canada. The Customer may not instruct DealStake to override a stop or a hold.

5.3 Financing Disclosures. If the Customer quotes financing terms to a Merchant, the Customer is responsible for every commercial-financing disclosure that the recipient's jurisdiction requires, including under the New York Commercial Finance Disclosure Law and California's commercial financing disclosure rules. DealStake does not provide, arrange or decide on financing.

6. Artificial Intelligence Output

6.1 Customer Responsibility. Communications prepared by the Services are generated from the Customer's settings and examples and are sent in the Customer's name. The Customer is responsible for its settings and for the communications sent in accordance with them.

6.2 Nature of Output. Generated output may contain errors. It is not legal, financial or tax advice and is not an offer of financing. The Customer must not configure the Services to make claims that the Customer cannot support, to misrepresent the Customer's identity or relationship to the recipient, or to deceive any person.

7. Fees, Credits and Payment

7.1 Subscriptions. Sending accounts are provided under a monthly subscription billed in advance. A subscription renews automatically for successive monthly periods until the Customer cancels its renewal from the Sending accounts page in the Workspace, by notice to support@dealstake.io, or as the Order provides. Cancellation takes effect at the end of the current billing period, and fees already paid for that period are not refunded.

7.2 Credits. Credits pay for usage-based features of the Services at the rates shown in the Workspace before purchase. Credits are drawn down oldest first. Credits are non-refundable, are not transferable, have no cash value outside the Services and expire twelve months after the date of purchase. Credits do not renew automatically.

7.3 Taxes. Fees exclude taxes. Applicable sales, use and similar taxes are calculated and added at checkout. The Customer is responsible for any tax that Applicable Law requires it to pay, other than taxes on DealStake's income.

7.4 Payment. Payment is made through DealStake's payment processor by the method the Customer provides. DealStake may suspend the Services for an Order that remains unpaid after notice.

7.5 Billing Errors. A Customer that believes a charge is in error should notify DealStake at support@dealstake.io before disputing it with its bank. DealStake will review the charge promptly and refund any amount charged in error.

7.6 Price Changes. DealStake may change its prices. A price change applies to new purchases and to subscription renewals that begin at least thirty days after DealStake notifies the owner of the Workspace.

8. Platform Records and Aggregated Data

8.1 Customer Data Stays the Customer's. DealStake will not use Customer Data to prepare or send communications for another customer, will not disclose Customer Data to another customer, and will not use Customer Data to train artificial intelligence models.

8.2 Platform Records. Platform Records are DealStake's own records. DealStake may use Platform Records to provide the Services to all of its customers, during and after the Term. Platform Records do not identify the Customer as their source after the Term.

8.3 Shared Defaults. DealStake may improve the templates and defaults that every Workspace receives. DealStake will not copy the Customer's text, examples or settings into another Workspace.

8.4 Aggregated Data. DealStake may create and use Aggregated Data for analytics, benchmarking, security, product development and other lawful business purposes, during and after the Term, and may publish Aggregated Data. DealStake will take reasonable measures to keep Aggregated Data de-identified, publicly commits not to re-identify it, and will require any recipient of Aggregated Data to commit to the same.

8.5 No Sale. DealStake does not sell Personal Information and does not sell or rent lists.

9. The Marketplace

9.1 No Resale. DealStake never resells Customer Data, and never resells the lists that the Customer buys from a provider through the Marketplace. The Customer always buys directly from the provider.

9.2 Purchases from Providers. A purchase through the Marketplace is a contract between the Customer and the provider. DealStake is not a party to that purchase, does not set the provider's price or terms, and makes no warranty about a provider's lists. The provider's terms govern the purchase. DealStake transmits the Customer's request to the provider, receives the delivered list on the Customer's behalf and places it in the Workspace, where it is Customer Data.

10. Confidentiality

10.1 Obligation. Each party will keep the other party's Confidential Information confidential, will use it only to perform under the Agreement, and will disclose it only to its personnel and advisers who need to know it and are bound by obligations no less protective. Customer Data is the Customer's Confidential Information. DealStake's non-public pricing, security documentation and product information are DealStake's Confidential Information.

10.2 Exceptions. The obligation does not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already held without restriction, that the receiving party independently developed, or that the receiving party must disclose under Applicable Law, in which case the receiving party will give notice where permitted. Platform Records and Aggregated Data are not the Customer's Confidential Information.

11. Acceptable Use and Suspension

11.1 Prohibited Conduct. The Customer must not use the Services to send unlawful, deceptive or harassing communications, to contact consumers for personal, family or household purposes, to send to lists it may not use, to probe or attack the Services, to reverse-engineer the Services, to resell or sublicense the Services, or to build a competing product from them. The AUP states the prohibited uses in detail.

11.2 Suspension. DealStake may limit or pause sending, or suspend the Workspace, with notice to the owner of the Workspace where practicable, if the Customer's sending risks the Services or other customers' use of them, if the Customer breaches the Agreement, if an Order remains unpaid, or if Applicable Law requires it. DealStake will restore the Services when the cause is resolved. Stops applied to individual Merchants under Section 5.2 are not suspensions and are not reversible by request.

12. Term, Closure and Deletion

12.1 Term. The Agreement begins on the Acceptance Date and continues until the Workspace is closed.

12.2 Closure by the Customer. The Customer may close the Workspace at any time by notice to support@dealstake.io. Closure cancels every subscription at the end of its current billing period and forfeits unused Credits, except as Section 7.5 provides.

12.3 Closure by DealStake. DealStake may close the Workspace on thirty days' notice, or immediately if the Customer materially breaches the Agreement or Applicable Law requires it.

12.4 Deletion. Within ninety days after closure, DealStake will delete the Personal Information in the Workspace, including Users, Merchant Records, conversations and documents submitted by Merchants. DealStake retains opt-out and suppression records, billing and tax records, security, access and acceptance records, Platform Records and Aggregated Data, and copies in backups made before deletion, which are held under restricted access for disaster recovery only. Copies of communications held by DealStake's email delivery provider are retained under that provider's retention schedule.

12.5 Export. Before closure, the Customer may request an export of its Merchant Records and conversations at support@dealstake.io, and DealStake will provide it within thirty days.

13. Warranties and Disclaimers

13.1 Service Warranty. DealStake will provide the Services with reasonable skill and care and will maintain the safeguards described in the DPT. Each party represents that it has the authority to enter into the Agreement.

13.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 13.1 AND ELSEWHERE IN THE AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". DEALSTAKE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. DEALSTAKE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY COMMUNICATION WILL BE DELIVERED OR ANSWERED, OR THAT ANY OUTCOME WILL RESULT. DELIVERY DEPENDS ON THIRD PARTIES THAT DEALSTAKE DOES NOT CONTROL.

14. Limitation of Liability

14.1 Exclusion. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.

14.2 Cap. TO THE EXTENT PERMITTED BY APPLICABLE LAW, DEALSTAKE'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT IS LIMITED TO THE AMOUNTS THE CUSTOMER PAID DEALSTAKE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

14.3 Exceptions. Sections 14.1 and 14.2 do not limit the Customer's payment obligations, either party's obligations under Section 15, either party's liability for its gross negligence or willful misconduct, or liability that cannot be limited under Applicable Law.

15. Indemnification

15.1 By the Customer. The Customer will defend DealStake and its affiliates, officers, directors and employees against any third-party claim, demand, investigation or proceeding, and will pay the resulting damages, fines, settlements and reasonable legal fees, to the extent arising from the Customer's lists, Customer Data, product claims, settings or instructions, or from the Customer's breach of Section 4.2, Section 5, the AUP or Applicable Law.

15.2 By DealStake. DealStake will defend the Customer against any third-party claim that the Services, used as permitted by the Agreement, infringe a United States patent, copyright or trademark, and will pay the resulting damages, settlements and reasonable legal fees. DealStake has no obligation for a claim arising from Customer Data, from a modification or combination not made by DealStake, or from use in breach of the Agreement. If the Services become, or in DealStake's opinion are likely to become, the subject of such a claim, DealStake may modify or replace them, procure the right for the Customer to continue using them, or close the Workspace and refund the prepaid fees for the unused part of the current subscription period. This Section 15.2 states DealStake's entire obligation and the Customer's sole remedy for a claim of infringement.

15.3 Procedure. The indemnified party must give the indemnifying party prompt notice of the claim, allow it to control the defense and settlement, and cooperate at the indemnifying party's expense. The indemnifying party may not settle a claim in a way that admits fault by or imposes an obligation on the indemnified party without its consent, which may not be unreasonably withheld.

16. Changes to the Agreement

16.1 Changes. DealStake may change these Terms and the Incorporated Documents. Each version carries an effective date, and DealStake keeps every version.

16.2 Material Changes. For a change that materially reduces the Customer's rights or increases its obligations, DealStake will notify the owner of the Workspace by email and within the Services at least thirty days before the change takes effect for the Customer. The Customer's continued use of the Services after that date is acceptance of the change. A Customer that does not agree may close the Workspace before that date under Section 12.2.

16.3 Other Changes. A change that is not material, including a clarification, a correction or a change to Sub-processors as Section 4 of the DPT provides, takes effect when posted with a new effective date.

17. Governing Law and Disputes

17.1 Governing Law. The Agreement is governed by the laws of the State of New York, without regard to its conflict-of-law rules.

17.2 Discussion First. Before starting a claim, a party must notify the other of the dispute, and the parties will attempt in good faith to resolve it within thirty days. This Section does not prevent a party from seeking an injunction or other interim relief to protect its rights, Customer Data or the Services.

17.3 Courts and Jury Waiver. Any claim arising out of or relating to the Agreement must be brought exclusively in the state or federal courts located in New York County, New York, and each party consents to their jurisdiction and venue. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDING.

18. General

18.1 Entire Agreement. The Agreement is the entire agreement between the parties about the Services and supersedes all prior or contemporaneous agreements, proposals and representations on that subject.

18.2 Assignment. Neither party may assign the Agreement without the other party's written consent, except to a successor to all or substantially all of its business or assets, on notice to the other party.

18.3 Notices. Notices to DealStake must be sent to support@dealstake.io or by post to the address in Section 20. Notices to the Customer are sent to the email address of the owner of the Workspace and are effective when sent.

18.4 Severability and Waiver. If a provision of the Agreement is unenforceable, it is modified to the minimum extent necessary and the rest of the Agreement stands. A failure to enforce a provision is not a waiver of it.

18.5 Force Majeure. Neither party is liable for a failure or delay caused by events beyond its reasonable control, other than a payment obligation.

18.6 Independent Contractors. The parties are independent contractors. The Agreement creates no partnership, joint venture, agency or employment relationship.

18.7 Export and Sanctions. The Customer must comply with United States export control and sanctions laws in its use of the Services and represents that it is not subject to sanctions that would prohibit DealStake from providing the Services to it.

18.8 Survival. Sections 4.2, 5, 7, 8, 9, 10, 12.4, 13, 14, 15, 17 and 18 survive the end of the Agreement.

19. The dealstake.io Website

19.1 Use of the Website. These Terms also govern use of the website at dealstake.io. A visitor may use the website only for lawful purposes, must not interfere with its operation or test it for vulnerabilities without written permission, and must not submit information that is false or that the visitor is not authorized to provide.

20. Contact

Questions about the Agreement: support@dealstake.io, or by post to DealStake Inc., 16192 Coastal Hwy, Lewes, DE 19958.