Terms of Service

Introduction

These Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement between you ("Customer," "you," or "your") and Lets Imagine, LLC, a Delaware limited liability company doing business as HumanDeploy ("HumanDeploy," "we," "us," or "our"). By accessing or using the HumanDeploy platform and services, you agree to be bound by these Terms.

HumanDeploy is an AI-native go-to-market execution platform that combines artificial intelligence with senior human specialists to deliver marketing, sales, and growth execution services. Our AI agent operates within your Slack workspace, and human specialists review, refine, and elevate all deliverables before they reach you.

If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not use the Service.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER (SECTION 17) THAT AFFECT YOUR LEGAL RIGHTS.

1. Definitions

"AI System" means HumanDeploy's proprietary artificial intelligence technology, including large language models, the Business Context Graph, routing algorithms, and all related software used to process Customer requests and generate draft deliverables.

"Business Context Graph" means the persistent, event-sourced data structure maintained by HumanDeploy that stores Customer's business context, including information provided through Slack conversations, connected tool data, deliverable history, feedback, and specialist interactions, for the purpose of delivering and improving the Service for that Customer.

"Customer Data" means all data, content, information, and materials provided by Customer to HumanDeploy through the Service, including Slack messages, files, brand assets, strategy documents, and data accessed through Authorized Integrations.

"Deliverables" means the work product created by HumanDeploy for Customer under this Agreement, including marketing content, strategy documents, campaign plans, sales materials, and other outputs delivered through the Service.

"Authorized Integrations" means third-party platforms and tools (such as HubSpot, Salesforce, Gong, Google Analytics, and similar services) that Customer authorizes HumanDeploy to access via OAuth or similar authentication mechanisms.

"Platform" means HumanDeploy's proprietary technology infrastructure, including its AI System, Business Context Graph architecture, specialist coordination tools, and all related software, APIs, and interfaces.

"Service" means HumanDeploy's AI-native go-to-market execution service, including access to the Platform, the AI System, human specialist review and refinement, and delivery of Deliverables through Customer's Slack workspace.

"Specialist" means an independent contractor engaged by HumanDeploy who possesses senior-level expertise in one or more go-to-market disciplines and who reviews, refines, and elevates AI-generated work product.

"Subscription" means Customer's active, paid subscription to the Service under a selected plan.

2. The Service

2.1 Service Description

HumanDeploy provides an AI-native go-to-market execution service. The Service operates primarily through Customer's Slack workspace, where an AI agent receives work requests, gathers context, generates initial drafts, and coordinates with human Specialists who review, refine, and deliver final work product. The Service covers go-to-market functions including positioning and messaging, content strategy and creation, demand generation, sales enablement, revenue operations, and growth marketing.

2.2 AI-Assisted with Human Review

All Deliverables are generated with the assistance of artificial intelligence and are reviewed by human Specialists before delivery to Customer. HumanDeploy uses AI to create initial drafts, research, and analysis. Human Specialists with seven or more years of domain expertise review, refine, and elevate all work product. The AI System may handle certain tasks autonomously when confidence levels are high, but Customer may request human Specialist review of any Deliverable at any time.

2.3 AI Transparency

HumanDeploy is committed to transparency about AI involvement in your Deliverables. All Deliverables are AI-assisted. The AI System generates initial drafts based on your Business Context Graph and connected data. Human Specialists apply strategic judgment, industry expertise, and quality assurance to all outputs. The degree of AI involvement varies by task complexity and type. You may request information about the level of AI involvement in any specific Deliverable.

2.4 Service Availability

HumanDeploy targets 99.5% monthly platform availability, measured as successful system responses divided by total requests, excluding scheduled maintenance. Platform availability does not guarantee Deliverable turnaround times, which are governed by the applicable service level commitments described in Section 13.

2.5 Modifications to the Service

HumanDeploy may modify, update, or enhance the Service from time to time. We will provide reasonable notice of material changes that reduce the core functionality of the Service. Continued use of the Service after such changes constitutes acceptance.

3. Account and Eligibility

3.1 Eligibility

The Service is available only to businesses and organizations. You must be at least 18 years old and have the legal authority to enter into this Agreement on behalf of your organization. The Service is not intended for personal or consumer use.

3.2 Account Registration

You must provide accurate and complete information when creating an account. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must promptly notify HumanDeploy of any unauthorized use of your account.

3.3 Slack Workspace Access

By using the Service, you authorize HumanDeploy to install and operate its AI agent within your designated Slack workspace. You are responsible for ensuring that your Slack workspace administrator has approved this installation and that your use complies with your organization's policies and your agreement with Slack Technologies.

4. Subscription and Billing

4.1 Subscription Plans

The Service is offered on a month-to-month subscription basis. Current pricing, plan details, and included features are available on the HumanDeploy website or as communicated during onboarding. HumanDeploy does not require annual contracts or long-term commitments.

4.2 Billing and Payment

Your Subscription will automatically renew on the same day each month (the "Billing Date") unless you cancel in advance. You authorize HumanDeploy to charge your payment method on file through our payment processor, Stripe, for the then-current subscription fee on each Billing Date. All fees are quoted and payable in U.S. dollars.

4.3 Founding Member Pricing

Customers who subscribe during the Founding Member Program period will receive a locked subscription rate for the duration specified at enrollment. This locked rate remains in effect for as long as the Customer maintains an active, uninterrupted Subscription. If the Subscription is cancelled and subsequently restarted, the then-current standard rate will apply.

4.4 Price Changes

HumanDeploy will provide at least thirty (30) days' prior written notice before any price increase takes effect. Price increases will apply beginning with the first Billing Date that falls after the notice period. If you do not agree to a price increase, you may cancel your Subscription before the new rate takes effect.

4.5 Cancellation

You may cancel your Subscription at any time before your next Billing Date by notifying HumanDeploy through your Slack workspace, via email to support@humandeploy.ai, or through the account dashboard. Cancellation is effective at the end of the current billing period. You will retain access to the Service through the remainder of your paid period. No refunds are provided for partial billing periods.

4.6 Taxes

All fees are exclusive of applicable taxes. You are responsible for all sales, use, value-added, and similar taxes imposed by any governmental authority, excluding taxes based on HumanDeploy's net income.

4.7 Failed Payments

If a payment fails, HumanDeploy will attempt to process the charge up to three (3) additional times over a ten (10) day period. If payment remains unsuccessful, HumanDeploy may suspend or terminate the Service upon written notice. Service will be restored promptly upon successful payment.

5. Intellectual Property

5.1 Ownership of Deliverables

Upon full payment of all applicable fees, HumanDeploy assigns to Customer all right, title, and interest in and to the Deliverables, including all intellectual property rights therein. Customer may use, modify, distribute, and sublicense the Deliverables without restriction.

5.2 Human Authorship

HumanDeploy certifies that all final Deliverables incorporate meaningful human creative contribution from our Specialists, including review, editing, strategic direction, and quality assurance. This human involvement is intended to ensure that Deliverables meet the human authorship requirements for copyright protection under applicable law. However, HumanDeploy does not guarantee that any specific Deliverable will be deemed copyrightable by any court or governmental authority.

5.3 Customer Data

Customer retains all right, title, and interest in and to Customer Data. Customer grants HumanDeploy a limited, non-exclusive, non-transferable license to access, use, and process Customer Data solely for the purpose of delivering the Service during the term of the Subscription.

5.4 Platform and AI System

HumanDeploy retains all right, title, and interest in and to the Platform, the AI System, the Business Context Graph architecture, all proprietary tools, templates, methodologies, processes, and technologies, and all improvements and modifications thereto. Nothing in this Agreement transfers any ownership interest in the Platform or AI System to Customer.

5.5 General Learnings

HumanDeploy may retain and use general, non-confidential learnings, know-how, techniques, and experience gained in the course of providing the Service, provided that such use does not disclose Customer's Confidential Information or Customer Data. General learnings include observations about industry trends, common marketing patterns, and technical approaches, but do not include any Customer-specific strategies, data, or business information.

5.6 AI-Generated Content Disclaimer

To the extent any component of a Deliverable constitutes purely machine-generated content with no meaningful human creative input (which HumanDeploy endeavors to avoid), neither party claims copyright ownership of such component. Customer may use such content freely, but HumanDeploy makes no representation that such purely AI-generated content is protectable under copyright law or that it does not infringe third-party intellectual property rights.

5.7 No AI Training on Customer Data

HumanDeploy does not use Customer Data to train, fine-tune, or improve its system-wide AI models. Specialist feedback and AI improvements derived from Customer engagements are used solely to improve the Service for that specific Customer's account. Cross-client learning occurs only through anonymized, aggregated observations that do not contain or reveal any Customer Data or Confidential Information.

5.8 Third-Party IP Warranty

HumanDeploy warrants that, to the best of its knowledge, the Deliverables as delivered do not knowingly infringe any third party's intellectual property rights. However, because AI systems generate content based on training data patterns, HumanDeploy cannot guarantee that Deliverables will not inadvertently resemble third-party content. Customer is responsible for conducting its own clearance review for any Deliverable used in connection with trademark filings, patent applications, or other IP registrations.

6. Customer Data and Privacy

6.1 Privacy Policy

HumanDeploy's collection, use, and processing of personal data is governed by our Privacy Policy, available at humandeploy.ai/privacy. The Privacy Policy is incorporated into these Terms by reference.

6.2 Business Context Graph

The Business Context Graph stores your business context to deliver and improve the Service for your account. This includes information you provide through Slack conversations, data accessed through Authorized Integrations, Deliverable history, feedback, and Specialist interactions. The Business Context Graph is treated as Customer Confidential Information and is logically isolated from all other customers' data. HumanDeploy uses architectural controls to ensure cross-customer data access is not possible.

6.3 Data Processing

Where HumanDeploy processes personal data on Customer's behalf, HumanDeploy acts as a data processor (or service provider, as applicable). The parties will execute a Data Processing Addendum where required by applicable data protection law. HumanDeploy's standard Data Processing Addendum is available at humandeploy.ai/dpa.

6.4 Sub-Processors

HumanDeploy uses third-party sub-processors to deliver the Service, including cloud infrastructure providers, AI model providers, and Specialists. A current list of sub-processors is maintained at humandeploy.ai/sub-processors. HumanDeploy will provide at least thirty (30) days' prior notice before adding a new sub-processor. If Customer objects to a new sub-processor on reasonable data protection grounds, the parties will work in good faith to resolve the concern. If no resolution is reached, Customer may terminate the Subscription without penalty.

6.5 Data Security

HumanDeploy implements and maintains administrative, technical, and organizational security measures designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction. These measures include encryption of data in transit (TLS 1.2 or higher) and at rest (AES-256 or equivalent), role-based access controls, audit logging, and regular security assessments. Additional details are available in our Security Policy at humandeploy.ai/security.

6.6 Breach Notification

In the event HumanDeploy becomes aware of a security incident involving unauthorized access to Customer Data, HumanDeploy will notify Customer within twenty-four (24) hours of confirming the incident and will provide a written incident report within three (3) business days. The incident report will include the nature of the incident, the categories of data affected, the estimated number of individuals affected (if applicable), containment measures taken, and the remediation plan.

7. Authorized Integrations

7.1 Authorization and Scope

Customer may authorize HumanDeploy to access third-party platforms (such as HubSpot, Salesforce, Gong, Google Analytics, and similar tools) through OAuth or equivalent authentication protocols. Each connection requires Customer's explicit authorization. HumanDeploy will request only the minimum permissions necessary to deliver the Service. A description of the data accessed through each integration type is available in our Privacy Policy.

7.2 Customer Responsibility

Customer is solely responsible for ensuring that authorizing HumanDeploy to access third-party platforms complies with Customer's agreements with those third parties, including any applicable terms of service, data processing agreements, and privacy policies. Customer represents that it has the authority to grant HumanDeploy access to the data contained in those platforms.

7.3 Read-Only Access

Unless Customer provides explicit written authorization for specific write operations, HumanDeploy will access Authorized Integrations in read-only mode. HumanDeploy will not modify, delete, or overwrite data in third-party platforms without Customer's prior instruction.

7.4 Third-Party Platform Liability

HumanDeploy is not responsible for the availability, security, accuracy, or compliance of any third-party platform. Third-party platforms may change their APIs, pricing, data formats, or terms of service at any time. HumanDeploy is not liable for service disruptions, data loss, or other issues caused by changes to third-party platforms. If a third-party change materially impairs HumanDeploy's ability to deliver the Service, HumanDeploy will notify Customer and work in good faith to find an alternative approach.

7.5 Disconnection

Customer may disconnect any Authorized Integration at any time by notifying HumanDeploy through Slack or email. Upon disconnection, HumanDeploy will cease accessing data from the disconnected platform. Previously accessed data that has been incorporated into the Business Context Graph will be retained unless Customer requests its deletion.

8. Confidentiality

8.1 Confidential Information

Each party agrees to: (a) use the other party's Confidential Information solely for the purposes of this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except as permitted under this Agreement.

8.2 Permitted Disclosures

HumanDeploy may disclose Customer's Confidential Information to its Specialists and sub-processors solely to the extent necessary to deliver the Service, provided that such parties are bound by confidentiality obligations at least as protective as those in this Section. HumanDeploy may also disclose Confidential Information if required by law, regulation, or court order, provided that HumanDeploy gives Customer prompt written notice (to the extent legally permitted) and cooperates with Customer's efforts to obtain protective treatment.

8.3 Competitive Conflict Protocol

HumanDeploy maintains safeguards to protect Customer's Confidential Information when serving customers in the same or related industries. These safeguards include: (a) assigning different Specialists to competing customers; (b) ensuring that AI-derived insights for one customer are not accessible to or used for the benefit of a competing customer; and (c) logically isolating each customer's Business Context Graph. HumanDeploy does not guarantee that it will decline to serve any particular customer, but will implement reasonable measures to prevent competitive information leakage.

9. MCP and API Access

9.1 Opt-In Access

HumanDeploy may offer the ability for Customer's authorized AI agents or third-party systems to query certain portions of the Business Context Graph through the Model Context Protocol (MCP) or similar API interfaces. This feature is entirely optional and is disabled by default.

9.2 Authorization and Control

MCP or API access to the Business Context Graph requires Customer's explicit written opt-in. Customer controls which data fields are exposed, which agents or systems are authorized to query, and may revoke access at any time.

9.3 Third-Party Responsibility

If Customer authorizes a third-party AI agent to query its Business Context Graph, Customer is responsible for: (a) vetting the third-party agent's security and privacy practices; (b) ensuring the third party's access complies with applicable data protection laws; (c) notifying any individuals whose personal data may be accessible through the API; and (d) limiting the scope of data exposed to what is necessary for the third party's stated purpose.

9.4 Logging and Audit

All MCP and API queries are logged, including timestamps, requesting agent identifiers, data fields accessed, and authorization credentials used. Customer may review access logs at any time upon request.

9.5 Competitive Conflict Enforcement

HumanDeploy's MCP and API infrastructure enforces the Competitive Conflict Protocol described in Section 8.4. Access requests from agents associated with a competing customer will be denied.

10. Acceptable Use

10.1 Permitted Use

Customer may use the Service solely for its internal business purposes in connection with its go-to-market activities. Each account is for the exclusive use of the named Customer organization. Sharing login credentials with non-employees, reselling access, or time-sharing the Service across organizations is prohibited.

10.2 Prohibited Activities

Customer shall not use the Service to:

• Generate, store, or share illegal content, including child sexual abuse material, content that violates sanctions, or content that facilitates human trafficking or exploitation.
• Impersonate any person or entity, including HumanDeploy Specialists, or misrepresent your affiliation with any organization.
• Reverse-engineer, decompile, or attempt to derive the source code or architecture of the AI System or Platform.
• Access the Service by any means other than HumanDeploy's publicly supported interfaces.
• Scrape, crawl, or extract data from the Service without written permission, except as permitted for standard search engine indexing.
• Interfere with or disrupt the Service, introduce malware, or attempt to gain unauthorized access to systems or accounts.
• Use the Service to generate competing products or services.
• Violate any applicable law, regulation, or third-party intellectual property, privacy, or contractual rights.
• Harass, threaten, defame, or incite violence against any individual or group.

10.3 HumanDeploy Discretion

HumanDeploy may refuse to create, may remove, or may decline to deliver any Deliverable that violates this Acceptable Use Policy, at its reasonable discretion and without liability. HumanDeploy may suspend or terminate the Service for repeated or material violations, effective immediately upon written notice.

11. Limitation of Liability

11.1 Aggregate Liability Cap

EXCEPT FOR THE CARVE-OUTS IN SECTION 11.3, NEITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID BY CUSTOMER TO HUMANDEPLOY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF CUSTOMER HAS BEEN SUBSCRIBED FOR FEWER THAN TWELVE MONTHS, THE CAP SHALL BE THE TOTAL FEES PAID TO DATE.

11.2 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Carve-Outs

The limitations in Sections 11.1 and 11.2 do not apply to:

• Either party's indemnification obligations under Section 12.
• Breaches of confidentiality or data security obligations (Sections 8 and 6.5).
• Intellectual property indemnification claims.
• Either party's gross negligence or willful misconduct.
• Liability that cannot be limited under applicable law.

11.4 Risk Allocation

Each party acknowledges that the limitations in this Section 11 reflect a reasonable allocation of risk and are a fundamental element of the basis of the bargain between the parties. The Service would not be provided without these limitations.

11.5 AI-Generated Output Disclaimer

HUMANDEPLOY DOES NOT WARRANT THAT AI-GENERATED OUTPUTS ARE ACCURATE, COMPLETE, OR FIT FOR ANY PARTICULAR PURPOSE. DELIVERABLES ARE PROVIDED AS PROFESSIONAL WORK PRODUCT SUBJECT TO THE QUALITY STANDARDS IN SECTION 13, BUT CUSTOMER IS RESPONSIBLE FOR INDEPENDENTLY VERIFYING FACTUAL CLAIMS, LEGAL COMPLIANCE, AND SUITABILITY BEFORE PUBLISHING OR RELYING UPON ANY DELIVERABLE.

12. Indemnification

12.1 HumanDeploy Indemnification

HumanDeploy shall defend, indemnify, and hold harmless Customer from and against any third-party claim, demand, suit, or proceeding alleging that:

• A Deliverable as delivered by HumanDeploy infringes any third party's patent, copyright, trademark, or trade secret rights; or
• HumanDeploy's use of Customer Data or the Platform infringes any third party's intellectual property rights.

12.2 HumanDeploy Indemnification Limitations

HumanDeploy's indemnification obligation does not apply to claims arising from: (i) Customer's modification of Deliverables after delivery; (ii) Customer's use of Deliverables in combination with products or services not provided by HumanDeploy; (iii) Customer's continued use of a Deliverable after being notified of a potential infringement; or (iv) Deliverables created in compliance with Customer's specific instructions that necessitated the allegedly infringing approach.

12.3 Customer Indemnification

Customer shall defend, indemnify, and hold harmless HumanDeploy from and against any third-party claim, demand, suit, or proceeding alleging that:

• Customer Data, as provided by Customer, infringes any third party's intellectual property, privacy, or publicity rights; or
• Customer's use of the Service violates any applicable law or a third party's rights.

12.4 Indemnification Procedures

The indemnified party shall: (a) provide prompt written notice of any claim (within ten (10) business days of becoming aware, though failure to provide timely notice does not relieve the indemnifying party's obligation except to the extent prejudiced); (b) grant the indemnifying party sole control of the defense and settlement (provided no settlement may impose obligations on the indemnified party without its written consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party's expense.

13. Service Levels and Support

13.1 Turnaround Time

HumanDeploy will deliver completed work product within the following timeframes, beginning when a request is submitted with all required materials:

• Standard requests (content, analysis, strategy): 2–3 business days
• Expedited requests (when available): next business day
• Complex requests requiring significant research or cross-specialist coordination: 5–7 business days

Incomplete requests or requests requiring additional information will restart the turnaround clock upon receipt of complete materials.

13.2 Quality Standards

All Deliverables shall meet the following quality standards:

• Factual accuracy verified against Customer's Business Context Graph and available research.
• Strategic alignment with Customer's positioning, brand voice, and go-to-market strategy.
• Professional quality: free of spelling, grammar, and formatting errors.
• Completeness: fully responsive to the request scope without significant gaps.
• Specialist authorship: reviewed and refined by a senior Specialist with at least 7 years of domain expertise.

13.3 Revisions

Each Deliverable includes one (1) round of revisions at no additional charge. Additional revision rounds may be subject to additional fees or may count toward the monthly Subscription allocation, as applicable. Revision requests must be submitted within seven (7) business days of delivery.

13.4 Conformance Remedy

If a Deliverable does not meet the quality standards in Section 13.2 and Customer reports the non-conformance within seven (7) business days of delivery, HumanDeploy will re-do the Deliverable at no additional charge. This is Customer's sole remedy for non-conforming Deliverables, except where the non-conformance constitutes a material breach of this Agreement.

13.5 Availability Credits

If HumanDeploy's monthly platform availability falls below 99.5%, Customer may request service credits as follows:

• 99.0%–99.5%: 5% of monthly fees
• 98.0%–99.0%: 10% of monthly fees
• Below 98.0%: 25% of monthly fees

Service credits must be requested in writing within thirty (30) days of the applicable month. Credits are the sole remedy for platform availability issues. Credits expire twelve (12) months after issuance and may not exceed 25% of monthly fees in any single month.

14. Termination

14.1 Termination for Convenience

Either party may terminate this Agreement at any time for any reason by providing at least thirty (30) days' prior written notice. Termination is effective at the end of the current billing period following the notice period.

14.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice; (b) becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course; or (c) materially breaches its confidentiality or data security obligations (for which no cure period applies).

14.3 Effects of Termination

Upon termination or expiration: (a) Customer's access to the Service will cease at the end of the current billing period; (b) HumanDeploy will complete any Deliverables that are in progress at the time of notice, subject to payment of applicable fees; (c) HumanDeploy will not process new requests after the termination effective date; and (d) each party will return or destroy the other party's Confidential Information upon request.

14.4 Data Export and Deletion

Customer has thirty (30) days after the termination effective date to access and export all Deliverables, Customer Data, and Business Context Graph contents. HumanDeploy will provide data export in machine-readable format (JSON, CSV, or PDF) at no additional charge upon request. After the thirty-day export period, HumanDeploy will delete all Customer Data and Business Context Graph contents within sixty (60) days, except as required by applicable law or regulation.

14.5 Survival

The following Sections survive termination or expiration of this Agreement: 1 (Definitions), 5 (Intellectual Property), 6.5–6.6 (Data Security and Breach Notification), 8 (Confidentiality), 11 (Limitation of Liability), 12 (Indemnification), 14.4–14.5 (Post-Termination Data and Survival), 17 (Governing Law and Disputes), and any provisions that by their nature are intended to survive.

15. Warranties and Disclaimers

15.1 Mutual Representations

Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) its performance under this Agreement will not violate any applicable law or regulation; and (c) it will perform its obligations in good faith.

15.2 HumanDeploy Warranties

HumanDeploy warrants that: (a) the Service will be performed in a professional and workmanlike manner consistent with generally accepted industry standards; (b) Specialists assigned to Customer's account possess at least seven (7) years of relevant domain experience; and (c) HumanDeploy will implement commercially reasonable security measures to protect Customer Data.

15.3 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTIONS 15.1 AND 15.2, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. HUMANDEPLOY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

16. Legal Compliance

16.1 General Compliance

Each party will comply with all applicable laws, regulations, and industry standards in the performance of its obligations under this Agreement.

16.2 Data Protection Laws

To the extent that the processing of personal data under this Agreement is subject to the European Union General Data Protection Regulation (GDPR), the United Kingdom GDPR, the California Consumer Privacy Act as amended by the California Privacy Rights Act (CCPA/CPRA), or any other applicable data protection law, the terms set forth in the applicable Data Processing Addendum shall govern such processing.

16.3 GDPR and UK GDPR

For Customers subject to the GDPR or UK GDPR: (a) Customer has the right to access, correct, delete, port, and restrict processing of personal data, and to object to automated decision-making, as further described in our Privacy Policy; (b) HumanDeploy will implement Standard Contractual Clauses (SCCs) for cross-border data transfers where required; (c) AI involvement in Deliverables will be disclosed in accordance with the EU AI Act's transparency requirements; and (d) a Data Protection Impact Assessment is maintained for our AI processing activities and is available for review upon request.

16.4 CCPA/CPRA

For Customers subject to the CCPA/CPRA: (a) HumanDeploy does not sell or share Customer's personal information as those terms are defined under the CCPA/CPRA; (b) HumanDeploy processes personal information solely for the business purposes specified in this Agreement and the Privacy Policy; and (c) Customers may exercise their rights under the CCPA/CPRA as described in our Privacy Policy.

16.5 AI Disclosure

HumanDeploy will disclose AI involvement in Deliverables as required by applicable law, including the EU AI Act and applicable U.S. state AI transparency laws. Customer is responsible for any AI disclosure obligations that arise from Customer's own use of Deliverables, including disclosures to Customer's employees (where Deliverables include employment-related recommendations) and to Customer's end users (where Deliverables include consumer-facing content).

17. Governing Law and Disputes

17.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

17.2 Good Faith Negotiation

Before initiating any formal dispute resolution, the parties shall attempt to resolve any dispute through good faith negotiation between senior representatives for a period of thirty (30) days following written notice of the dispute.

17.3 Binding Arbitration

If negotiation fails to resolve the dispute, any claim or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by JAMS or the American Arbitration Association (AAA), in accordance with their applicable rules. The arbitration shall be conducted by a single arbitrator for claims under one million dollars ($1,000,000) or by a panel of three arbitrators for claims equal to or exceeding one million dollars ($1,000,000). The arbitration shall be seated in Wilmington, Delaware, and conducted in English. Each party shall bear its own attorney's fees; arbitrator fees shall be split equally. Discovery shall be limited to essential documents and no more than five (5) depositions per side. The arbitrator's award shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

17.4 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN CLAIMS AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. THIS WAIVER APPLIES TO BOTH ARBITRATION AND ANY COURT PROCEEDINGS.

17.5 Equitable Relief Exception

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights, breach of confidentiality obligations, or misappropriation of trade secrets, without waiving the right to arbitrate other claims.

18. Amendments and Changes

18.1 Non-Material Changes

HumanDeploy may modify these Terms from time to time. For non-material changes, we will post the updated Terms on our website and update the "Last Updated" date at the top of this document.

18.2 Material Changes

For material changes to these Terms (including changes to pricing, liability limitations, dispute resolution, data handling, or IP ownership), HumanDeploy will provide at least thirty (30) days' prior written notice via email and Slack. Material changes require Customer's affirmative consent, which may be provided by continued use of the Service after the notice period or by express acknowledgment.