ProfitShapers
This is the platform agreement accepted at ClientHub account creation, reproduced verbatim. It incorporates the Privacy Policy by reference. For the terms that govern this marketing website, see the website Terms of Service.

Profit Shapers Terms of Service

Version: 3.0 | Effective date: 2026-07-10

These Profit Shapers Terms of Service (the "Terms") govern your access to and use of the Profit Shapers software-as-a-service platform, including ClientHub and all associated applications and modules (collectively, the "Platform"), and any related content, features, or services (collectively, the "Services"). By accessing or using the Services, you confirm your agreement to be bound by these Terms, our Privacy Policy, and the AI & Data-Processing Disclosure, each of which is incorporated into these Terms by reference. PLEASE READ THESE TERMS CAREFULLY — THEY CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND PROFIT SHAPERS. If you do not agree to these Terms, you may not access or use the Services.

1. Scope of Contractual Relationship

These Terms are made available by Profit Shapers, Inc., a Delaware corporation, and any of its subsidiaries, affiliates, officers, directors, employees, contractors, agents, or representatives (collectively, "Profit Shapers," "we," "us," or "our"). If you are using the Services on behalf of a company or other legal entity ("Organization"), then (a) "you" includes that Organization, (b) you represent and warrant that you have authority to bind the Organization to these Terms, and (c) the Organization is responsible for all use of the Services under its account(s).

Profit Shapers may add, modify, rename, replace, retire, restrict, or discontinue any Module, feature, integration, or entitlement from time to time as the Platform evolves. Certain Modules, features, integrations, or entitlements may be available only on specified Subscription plans, only to certain user roles, or only on a preview, beta, pilot, or limited-availability basis. Profit Shapers will use commercially reasonable efforts to avoid materially reducing the core functionality of a paid Subscription during the then-current Subscription Term, except where changes are required for security, legal, operational, or product-integrity reasons.

These Terms supersede any and all prior agreements or arrangements with you regarding the use of the Services.

2. Definitions

When used in these Terms, the following capitalized terms have the meanings set out below:

AAA. The American Arbitration Association.

Account Owner. The individual who completes the registration process on behalf of a Subscriber and is designated as the primary account holder, with authority over billing, payment, and Subscription management, as further described in Section 5(a.). Within the Platform, the functions of the Account Owner are exercised through the Platform's role-based permission model, and administrative and billing authority may be held by more than one authorized user in accordance with the roles the Subscriber configures.

Administrator. One or more individuals who, under the Platform's role-based permission model, are authorized to manage day-to-day administration of the Subscriber's account, including adding, managing, and removing Authorized Users and Client Users, and configuring account settings and permissions, subject to the limitations set forth in these Terms.

Aggregate Data. Data derived from Customer Data and usage metrics that has been de-identified, anonymized, and aggregated with data from other users such that it does not identify, and cannot reasonably be used to identify, any Subscriber, Client User, or natural person.

AI & Data-Processing Disclosure. The supplemental disclosure document published by Profit Shapers describing the AI Features, processing categories, named sub-processors, and related data-processing commitments, made available by Profit Shapers and updated from time to time.

AI Budget Cap. An optional monthly spending limit on TerraSage AI usage that is configured and administered by Profit Shapers at the platform level (through a Profit Shapers super-administrator), as described in Section 7(g.).

AI Features. Any artificial intelligence, machine learning, or automated analysis features or functionalities made available through the Platform, including TerraSage, the AI financial-report generator, the in-app Help assistant, Daily Focus suggestions, and any AI-assisted tools incorporated into the Modules.

AI Outputs. Any content, guides, videos, summaries, reports, or other outputs generated through the AI Features using a Subscriber's inputs, as further described in Section 7(c.).

Applications or Modules. The suite of software applications and tools made available through the Platform, currently comprising ClientHub, Playbook Pro, Engage, The FORGE, Scoreboards, Rock Manager, Scout, Seat Optimizer, BizVal (currently in development), and Sessions (currently in development), together with any additional modules subsequently made available by Profit Shapers.

Authorized User. Any individual granted access to the Platform by a Subscriber, including the Subscriber's employees, contractors, and agents.

Client User. Any third party invited by a Subscriber to access the Platform through the Subscriber's account, subject to these Terms as incorporated by the Subscriber's acceptance. The Subscriber remains responsible for each Client User's compliance with these Terms.

Confidential Information. Any non-public information disclosed by one party to the other party in connection with these Terms or the use of the Platform, whether disclosed orally, in writing, electronically, or by any other means, that is designated as confidential or should reasonably be understood to be confidential, as further described in Section 11.

Customer Data. Any data, content, or information submitted to, uploaded to, or generated on the Platform by a Subscriber or its Authorized Users, including assessment responses, member profiles, KPIs, scoreboards, rocks, playbooks, valuations, session notes, financials, reports, and uploaded files, but excluding Aggregate Data.

Customer IP. All intellectual property rights owned or controlled by the Subscriber, its Authorized Users, or Client Users and submitted to, uploaded to, displayed through, or otherwise made available in the Platform, including trademarks, logos, trade names, copyrighted materials, proprietary documents, playbooks, templates, business methods, trade secrets, and other protected content, but excluding Profit Shapers IP.

Disclosing Party. A party that discloses Confidential Information to the other party in connection with these Terms or the use of the Platform.

Disclosure Tier. One of three distinct levels of information disclosure available to a Subscriber participating in the Marketplace under a Listing Agreement, as described in Section 10(c.).

Dispute. Any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or the Services.

Feedback. Any suggestions, ideas, comments, or other communications submitted by a Subscriber or its users to Profit Shapers regarding the Platform or Services, as further described in Section 8(b.).

Force Majeure Event. Circumstances beyond a party's reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, civil unrest, government action, regulatory change, labor disputes, power failures, telecommunications failures, or failure of third-party infrastructure.

IP Claim. Any third-party claim that the Platform, as provided by Profit Shapers and used by the Subscriber in accordance with these Terms, infringes or misappropriates any United States patent, copyright, trademark, or trade secret of a third party.

Last Revised. The date identified at the beginning of these Terms indicating the most recent date on which these Terms were updated.

Listing Agreement. The separate ProfitShapers Marketplace Listing Agreement governing a Subscriber's participation in the Marketplace, as further described in Section 10.

Losses. Any claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees.

Marketplace. The optional marketplace feature of the Platform through which eligible Subscribers may, with separate affirmative opt-in by a Marketplace Authorized Signer, be listed in a curated directory made available to Qualified Parties, subject to the Listing Agreement.

Marketplace Authorized Signer. An individual holding a designated executive role (e.g., CEO, Owner, Managing Member, President) with documented authority from the Subscriber's owners or board to make decisions about the marketing, sale, financing, or strategic disposition of the Subscriber's business, as further described in Section 10(b.).

Multi-Factor Authentication or MFA. An authentication method that requires a user to verify access through more than one authentication factor, including SMS text message, authenticator application, one-time verification code, recovery code, trusted-device support, or other authentication method made available by Profit Shapers.

OFAC. The Office of Foreign Assets Control of the United States Department of the Treasury.

Platform. The Profit Shapers software-as-a-service platform, including the Modules, the Marketplace, and all associated websites, interfaces, APIs, and infrastructure made available by Profit Shapers, as updated or modified from time to time.

Profit Shapers IP. All right, title, and interest in and to the Platform, Services, Modules, AI Features, TerraSage, and all underlying and associated intellectual property, including software, source code, object code, algorithms, models, interfaces, assessment frameworks, designs, graphics, logos, trademarks, trade names, documentation, improvements, modifications, and derivative works thereof.

Profit Shapers Indemnitees. Profit Shapers and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers.

Qualified Party. A private-equity sponsor, family office, strategic acquirer, growth-capital provider, licensed M&A intermediary, or other screened third party admitted to the Marketplace by Profit Shapers under written non-disclosure obligations, as further described in Section 10(f.).

Receiving Party. A party that receives Confidential Information from the other party in connection with these Terms or the use of the Platform.

Retention Period. The ninety (90) day period following the effective date of termination during which Profit Shapers will retain Customer Data and AI Outputs stored on the Platform so the Subscriber may request Profit Shapers' assistance to export them, as described in Section 15(e.).

Services. All services provided by Profit Shapers to Subscribers through or in connection with the Platform, including access to the Modules, AI Features, support services, and any other features or functionalities made available under a Subscription.

Subscriber. The entity or individual that has registered for a Subscription, accepted these Terms, and is the primary contracting party with Profit Shapers, whether acting as an advisory firm, business owner, or otherwise. Where the Subscriber is an entity, these Terms bind that entity and all of its Authorized Users.

Subscriber Indemnitees. The Subscriber and its officers, directors, and employees.

Subscription. A paid subscription plan or other commercial offering purchased by a Subscriber that entitles it to access and use the Platform and applicable Services during the Subscription Term, subject to the pricing, user allowances, feature entitlements, billing frequency, and other commercial terms presented in the Subscriber's order flow, pricing page, order form, or other ordering documentation made available by Profit Shapers.

Subscription Term. The period during which a Subscriber is entitled to access the Platform under a Subscription, commencing on the date of registration or the end of any applicable free trial period, and continuing until terminated in accordance with Section 15.

TerraSage. The AI-powered advisory assistant feature of the Platform, offering selectable personas including Executive Advisor, Analyst, Coach, and Consultant, powered by third-party large language model infrastructure. TerraSage usage is metered and may be subject to separate billing under Section 7(f.).

Token. A unit of text, data, or other input or output processed by an AI provider in connection with TerraSage or any other metered AI Feature, as reported or calculated by the applicable AI provider or by Profit Shapers for billing and usage-tracking purposes.

3. Contracting Parties

(a.) Subscribers. By accepting these Terms, the Subscriber represents and warrants that: (i) if it is an entity, it is duly organized, validly existing, and in good standing; (ii) the individual accepting these Terms has full authority to bind the entity; (iii) it is at least eighteen (18) years of age; and (iv) its use of the Platform and Services will comply with all applicable laws and regulations.

(b.) Client Users. Where a Subscriber invites a Client User to access the Platform, the Subscriber acknowledges and agrees that: (i) the Subscriber is solely responsible for managing Client User access, including granting and revoking permissions; (ii) the Subscriber is responsible for ensuring each Client User complies with these Terms; (iii) any act or omission by a Client User will be deemed an act or omission of the Subscriber; and (iv) Profit Shapers has no direct contractual relationship with any Client User and assumes no liability for any Client User's access to or use of the Platform beyond what is expressly set forth in these Terms.

(c.) Subscriber Responsibility. The Subscriber is responsible for all activity that occurs under its account, whether carried out by the Subscriber itself, its Authorized Users, or its Client Users. Profit Shapers is entitled to rely on any instruction, communication, or action taken through a Subscriber's account as having been authorized by the Subscriber.

(d.) Cross-Organization Access. Certain Authorized Users may be granted access to more than one organization within the Platform, including advisor, consultant, or support roles. Access to each organization's Customer Data remains subject to the roles, permissions, and entitlements granted by the applicable Subscriber. Each Subscriber is solely responsible for authorizing, reviewing, and revoking access to its own organization data.

4. License and Intellectual Property

(a.) Grant of License. Subject to the Subscriber's compliance with these Terms and payment of all applicable Subscription fees, Profit Shapers hereby grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to: (i) access and use the Platform and Services solely for the Subscriber's internal and client-facing business purposes; (ii) permit its Authorized Users and Client Users to access and use the Platform in accordance with these Terms; and (iii) access and use the Modules included in the Subscriber's applicable Subscription tier.

The Subscriber grants Profit Shapers a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Subscription Term to access, host, store, reproduce, display, transmit, process, synchronize, and otherwise use Customer IP solely as necessary to provide, secure, support, maintain, administer, and make available the Platform and Services to the Subscriber, its Authorized Users, and Client Users in accordance with these Terms. Profit Shapers may use Customer IP across ClientHub and the Modules only to the extent necessary for the Platform to operate as a unified service, including displaying logos, trade names, uploaded materials, playbooks, templates, reports, files, and other protected content within the Subscriber's account or authorized workspaces. Profit Shapers does not acquire any ownership rights in Customer IP by virtue of these Terms, and all rights not expressly granted to Profit Shapers are reserved by the Subscriber.

(b.) Cross-Module Data Sharing. Customer Data created in one Module — for example, KPIs, rocks, playbooks, assessments, valuations, or session notes — may be retrieved, displayed, or referenced by other Modules belonging to the same Subscriber account so that the Modules operate as a unified platform. Such cross-Module data sharing is strictly governed by the role and permission model applicable to the Subscriber's account, and the Subscriber is solely responsible for configuring roles and permissions appropriately within its account.

(c.) Restrictions. The Subscriber shall not, and shall ensure that its Authorized Users and Client Users do not: (i) sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the Platform or Services; (ii) modify, translate, adapt, or create derivative works based on the Platform; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Platform; (iv) access the Platform for the purpose of building a competing product or service; (v) remove, alter, or obscure any proprietary notices on the Platform; or (vi) use the Platform or Services in any manner that violates applicable law or these Terms.

(d.) Customer Data. The Subscriber grants Profit Shapers a limited, non-exclusive, royalty-free license to access, host, process, transmit, display, synchronize, and analyze Customer Data across ClientHub and the Modules solely to provide, secure, support, maintain, and administer the Services for the Subscriber in accordance with these Terms. Profit Shapers does not acquire any ownership rights in Customer Data by virtue of this license.

(e.) Aggregate Data. The Subscriber acknowledges and agrees that Profit Shapers may collect, generate, compile, analyze, model, benchmark, and use Aggregate Data derived from Customer Data and platform usage for any lawful business purpose, including product development, industry benchmarking, and ecosystem insights, provided that such Aggregate Data does not identify or reasonably enable the identification of any Subscriber, Client User, or natural person. Profit Shapers will contractually require any recipient of Aggregate Data to refrain from re-identification. Profit Shapers retains all right, title, and interest in and to all Aggregate Data, and the license granted under this Section 4(e.) is perpetual, irrevocable, and survives the expiration or termination of these Terms.

(f.) Reservation of Rights. Except for the limited license expressly granted in Section 4(a.), Profit Shapers reserves all right, title, and interest in and to the Platform, Services, Modules, AI Features, and all related intellectual property. No rights are granted by implication, estoppel, or otherwise.

5. Account Registration and Security

(a.) Registration. To access the Platform, the Subscriber must create an account through the Platform, Profit Shapers' website, an ordering workflow, an invitation link, or another registration method made available by Profit Shapers. During registration, the Subscriber must provide accurate, current, and complete information, including any information required to establish the account, verify authority, configure billing, and administer the Subscription. The individual who completes the registration process on behalf of a Subscriber is the Account Owner, who retains authority to manage billing, payment information, and Subscription changes unless otherwise agreed in writing. Within the Platform, billing, administration, and Subscription authority are exercised through the Platform's role-based permission model and may be held by more than one authorized user in accordance with the roles the Subscriber configures. Where the Subscriber is an entity, the Account Owner represents and warrants that they have full authority to bind that entity to these Terms.

(b.) Account Administration. Through the Platform's role and permission model, the Subscriber may grant one or more individuals administrative roles (each, an "Administrator"). Administrators are authorized to take the following actions relating to the account: (i) add, manage, and remove Authorized Users and Client Users; and (ii) configure account settings and permissions consistent with the Platform's role-based permission model. Billing and Subscription management remain the responsibility of users holding the corresponding billing authority. Any AI Budget Cap is configured by Profit Shapers as described in Section 7(g.). The Subscriber is responsible for all actions taken by its Administrators.

(c.) Multi-Factor Authentication. Multi-factor authentication ("MFA") is mandatory for all users of the Platform, including the Account Owner, Administrators, Authorized Users, and Client Users. MFA is enabled via SMS text message or an authenticator application, as configured during account setup. Each user must maintain their own unique login credentials and may not share credentials with any other person. The Subscriber is responsible for ensuring that all users associated with its account have MFA enabled prior to accessing the Platform.

(d.) Security Incidents and Suspension. The Subscriber shall: (i) notify Profit Shapers promptly, and in any event within twenty-four (24) hours or as soon as practicable under the circumstances, upon becoming aware of any unauthorized access to or use of its account or any breach of account security; (ii) take all reasonable steps to prevent unauthorized access; and (iii) cooperate with Profit Shapers in investigating any suspected or actual security incident. Profit Shapers reserves the right to suspend access to any account, user, or session immediately and without prior notice where it reasonably believes that a security incident has occurred or is likely to occur.

6. Acceptable Use

The Subscriber may use the Platform and Services only for lawful internal and client-facing business purposes. The Subscriber shall not, and shall ensure that its Authorized Users and Client Users do not:

(a.) use the Platform or Services for any unlawful purpose or in violation of applicable law;

(b.) scrape, crawl, spider, data-mine, or otherwise extract data from the Platform by automated or manual means, except as expressly permitted by Profit Shapers in writing;

(c.) reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying algorithms, models, or architecture of the Platform or any AI Features;

(d.) use the Platform to develop, train, improve, or benchmark any competing product, service, or artificial intelligence model without Profit Shapers' prior written consent;

(e.) introduce any virus, malware, ransomware, spyware, trojan, or other malicious code into the Platform or any connected system;

(f.) attempt to gain unauthorized access to the Platform, its related systems, or any account other than the Subscriber's own;

(g.) interfere with, disrupt, or place an unreasonable load on the Platform's infrastructure, including through denial-of-service attacks or excessive automated requests;

(h.) impersonate any person or entity or provide false or misleading information;

(i.) transmit, distribute, or store content that is defamatory, obscene, harassing, threatening, discriminatory, or otherwise unlawful;

(j.) transmit unsolicited commercial communications or spam;

(k.) resell, white-label, sublicense, or otherwise make the Platform available to any third party on a commercial basis, except as expressly permitted under these Terms;

(l.) circumvent, disable, or interfere with any security or authentication feature of the Platform, including the mandatory MFA requirement in Section 5(c.);

(m.) access, view, export, or use Customer Data belonging to another organization except to the extent such access has been expressly authorized through the Platform's role and permission model;

(n.) use any output, report, score, valuation, recommendation, or other content generated by the Platform or its AI Features as a substitute for independent professional judgment, or as the sole basis for any legally significant decision, financial transaction, employment decision, compensation decision, promotion decision, organizational-design decision, or professional advice; or

(o.) use the Platform in any manner that infringes, misappropriates, or otherwise violates any intellectual property right, privacy right, or other third-party right.

The Subscriber is responsible for the accuracy, quality, legality, and appropriateness of all Customer Data submitted to the Platform. The Subscriber represents and warrants that it has all necessary rights, consents, and permissions to submit Customer Data and to grant Profit Shapers the license set out in Section 4(d.). The Subscriber shall not submit any Customer Data that: (i) infringes any third-party intellectual property right; (ii) contains personal information without required consent; (iii) is subject to confidentiality obligations that would be breached by its submission; or (iv) contains malicious code or harmful content.

Profit Shapers may publish supplemental use guidelines for specific Modules, AI Features, or Marketplace activities from time to time. Those guidelines will be available at profitshapers.com/terms and are incorporated into these Terms by reference upon publication.

7. AI Features, Outputs and Reliance

(a.) AI Features. The Platform includes artificial intelligence and large language model features across certain Modules. Current AI Features include: (i) TerraSage, an in-app AI-powered advisory assistant with selectable personas, including Executive Advisor, Analyst, Coach, and Consultant, designed to provide context-aware advisory responses using the Subscriber's organization data; (ii) the AI financial-report generator, which generates narrative financial analysis reports from the Subscriber's recorded financial data; (iii) the in-app Help assistant, which responds to questions about Platform usage using a fixed product-knowledge base and does not access Customer Data; and (iv) Daily Focus suggestions, which suggest priority work items based on the user's open tasks and enrolled applications. Profit Shapers may add, modify, or remove AI Features from time to time. All AI Features are designed to assist, not replace, human judgment or professional expertise.

(b.) Third-Party AI Providers. Certain AI Features are powered by third-party artificial intelligence providers and infrastructure. By using any AI Feature, the Subscriber acknowledges that inputs submitted to those features may be processed by third-party providers under their own terms, policies, and data practices. The current AI providers, categories of data transmitted to each provider, and Profit Shapers' related data-processing commitments are described in the AI & Data-Processing Disclosure. Subscribers should not submit sensitive personal information, confidential third-party data, protected health information, payment card data, government-issued identifiers, or information subject to professional secrecy obligations through any AI-powered feature of the Platform.

(c.) Ownership of AI Outputs. As between Profit Shapers and the Subscriber, and subject to these Terms, applicable law, and any applicable third-party provider terms, the Subscriber owns AI Outputs generated through the AI Features using the Subscriber's inputs. Profit Shapers does not claim ownership of AI Outputs. However, AI Outputs are not exclusive to the Subscriber, and identical or similar outputs may be generated for other users from similar inputs. Ownership or permitted use of AI Outputs does not confer any right, title, or interest in Profit Shapers IP, third-party provider technology, or any underlying models, systems, or infrastructure used to generate those AI Outputs. The Subscriber grants Profit Shapers a limited, non-exclusive, royalty-free license to host, store, display, and make available AI Outputs solely to provide the Services during the Subscription Term and as otherwise permitted by these Terms. The Subscriber is solely responsible for reviewing, verifying, and determining the appropriateness of all AI Outputs before using, distributing, or relying on them.

(d.) No Training. Profit Shapers does not use Customer Data or AI Outputs to train or fine-tune its own general-purpose or proprietary AI models. Where available, Profit Shapers configures third-party AI providers so that prompts and content submitted through the Platform are not used to train those providers' general-purpose foundation models. Any processing by third-party AI providers remains subject to those providers' terms and policies and to Profit Shapers' AI & Data-Processing Disclosure.

(e.) Reliance on AI Outputs. THE AI FEATURES ARE PROVIDED ON AN ASSISTIVE BASIS ONLY. ALL AI OUTPUTS, INCLUDING CONTENT GENERATED THROUGH TERRASAGE, THE AI FINANCIAL-REPORT GENERATOR, AI-ASSISTED SUGGESTIONS, NOTES, AND SUMMARIES, ARE GENERATED AUTOMATICALLY AND MAY CONTAIN ERRORS, INACCURACIES, OMISSIONS, OR CONTENT THAT IS INCOMPLETE, OUTDATED, OR INAPPROPRIATE FOR A PARTICULAR PURPOSE. AI OUTPUTS DO NOT CONSTITUTE LEGAL, FINANCIAL, ACCOUNTING, VALUATION, BUSINESS, OR OTHER PROFESSIONAL ADVICE, AND SHOULD NOT BE TREATED AS AUTHORITATIVE OR RELIED UPON AS SUCH.

PROFIT SHAPERS STRONGLY RECOMMENDS THAT ALL AI OUTPUTS BE REVIEWED BY A QUALIFIED PROFESSIONAL BEFORE ANY RELIANCE, DISTRIBUTION, OR USE IN CONNECTION WITH ANY BUSINESS DECISION, TRANSACTION, TRAINING PROGRAM, OR CLIENT-FACING COMMUNICATION. THE SUBSCRIBER ASSUMES FULL RESPONSIBILITY FOR ANY USE OF AI OUTPUTS. PROFIT SHAPERS DISCLAIMS ALL LIABILITY ARISING FROM THE SUBSCRIBER'S OR ANY AUTHORIZED USER'S OR CLIENT USER'S RELIANCE ON, USE OF, OR INABILITY TO USE ANY AI OUTPUT.

(f.) Metered AI Billing. Certain AI Features, including TerraSage, may be metered by counting the input and output Tokens consumed by each request, as reported by the applicable AI provider or calculated by Profit Shapers.

(g.) AI Budget Cap. An AI Budget Cap is an optional monthly limit on TerraSage AI usage that is configured and administered by Profit Shapers at the platform level (through a Profit Shapers super-administrator) rather than by the Subscriber. Where an AI Budget Cap is set, any TerraSage request projected to exceed the remaining monthly budget will be declined until the next billing cycle or until the cap is raised or removed by Profit Shapers.

(h.) TerraSage Conversations. TerraSage conversations and messages, including user inputs and AI-generated responses, are stored in the Platform so that users can revisit them. Unless otherwise permitted by the Platform's role and permission model, a user may delete only TerraSage conversations created by that user. Users holding appropriate administrative roles under the Platform's role and permission model may be able to delete, manage, export, or restrict access to TerraSage conversations associated with the Subscriber's account, subject to the functionality made available by the Platform. Deletion of a conversation removes it from the active system, but records of AI usage, including Token counts, billing records, audit logs, and usage-reporting metadata, may be retained for billing, audit, security, legal compliance, and usage-reporting purposes and are not deleted when a conversation is deleted.

(i.) AI Use Restrictions and Enforcement. In addition to the restrictions in Section 6, the Subscriber shall not, and shall ensure that its Authorized Users and Client Users do not, use the AI Features to: (i) generate content that is false, misleading, defamatory, discriminatory, or otherwise unlawful; (ii) process or submit sensitive personal information, including health data, financial account credentials, government-issued identification numbers, or any data whose submission would violate applicable privacy law or professional obligations; (iii) manipulate, circumvent, or exploit the AI systems underlying the Platform, including through adversarial inputs or prompt injection; (iv) generate content intended to deceive any person as to its AI-generated nature where disclosure is required by applicable law or professional standards; or (v) use AI Outputs as a substitute for independent professional judgment in connection with any legally significant decision, valuation, financial transaction, regulatory filing, or advice given to a third party. Profit Shapers may suspend or restrict access to any AI Feature, user account, Module, or Subscriber account if Profit Shapers reasonably believes that the Subscriber, any Authorized User, or any Client User has violated this Section 7 or that continued access presents legal, security, operational, reputational, or safety risk. Repeated violations by one or more Authorized Users or Client Users associated with the same Subscriber account may be treated as a material breach by the Subscriber, even if no single user commits multiple violations.

8. Ownership of Data and Intellectual Property

(a.) Profit Shapers IP. As between Profit Shapers and the Subscriber, Profit Shapers owns all right, title, and interest in and to the Platform, Services, Modules, AI Features, TerraSage, and all underlying and associated intellectual property, including software, source code, object code, algorithms, models, interfaces, assessment frameworks, designs, graphics, logos, trademarks, trade names, documentation, improvements, modifications, and derivative works thereof ("Profit Shapers IP"). Nothing in these Terms transfers any ownership interest in Profit Shapers IP to the Subscriber or any Authorized User or Client User.

(b.) Feedback. Any Feedback submitted by a Subscriber or its users may be used by Profit Shapers freely and without restriction or compensation. The Subscriber assigns to Profit Shapers all right, title, and interest in any such Feedback.

(c.) Customer Data. As between Profit Shapers and the Subscriber, the Subscriber retains all right, title, and interest in and to its Customer Data and Customer IP. Profit Shapers acquires no ownership rights in Customer Data or Customer IP by virtue of these Terms or the provision of the Services. Profit Shapers will not sell Customer Data or Customer IP to any third party or use Customer Data or Customer IP outside the scope of providing the Services, except as required by applicable law or as otherwise expressly set out in these Terms, the Privacy Policy, or the AI & Data-Processing Disclosure.

(d.) Data Protection Roles. For Customer Data submitted into the Platform for storage, collaboration, assessment, reporting, planning, or similar customer-directed use, the Subscriber is the controller and Profit Shapers acts as a processor or service provider, handling that Customer Data only as necessary to provide, maintain, secure, and support the Services in accordance with these Terms and the Subscriber's use of the Platform. For data Profit Shapers collects for account administration, billing, security, fraud prevention, service telemetry, and Aggregate Data derived from Customer Data, Profit Shapers acts as an independent controller. The applicable controller/processor roles and related data-processing commitments are further described in the Privacy Policy and AI & Data-Processing Disclosure.

(e.) Aggregate Data. Profit Shapers' rights in Aggregate Data are as set out in Section 4(e.), including the perpetual, irrevocable license that survives termination of these Terms.

(f.) No Implied Rights. Except as expressly set out in these Terms, no license, right, or interest in either party's intellectual property is granted by implication, estoppel, or otherwise.

9. Subscription, Fees and Payment

(a.) Subscription Plans and User Blocks. Profit Shapers offers various Subscription plans, user allowances, feature entitlements, implementation packages, and usage-based pricing options, as described in the Subscriber's order flow, pricing page, order form, or other ordering documentation made available by Profit Shapers from time to time. Then-current public pricing, if applicable, may be posted on Profit Shapers' website. Certain features, Modules, or AI functionality may require additional fees or may be available only on certain Subscription plans. Metered AI usage fees may apply separately where enabled for the Subscriber's account.

(b.) Payment Information and Processing; Chargebacks. To purchase or maintain a paid Subscription, the Subscriber may be required to provide valid payment information through Profit Shapers' payment processor, which may include credit card, debit card, ACH, bank account, billing contact, tax, or other payment-related information supported by the payment processor. Profit Shapers does not store full payment card numbers or bank account credentials except to the extent such information is stored by its payment processor and made available to Profit Shapers in tokenized or limited form. The Subscriber authorizes Profit Shapers and its payment processor to charge the payment method on file for all fees incurred under these Terms.

Payments are processed by Profit Shapers' third-party payment processor and may be subject to that processor's terms, policies, and data practices. The Subscriber is responsible for maintaining accurate and current payment information. If a payment fails, is declined, is reversed, or is subject to a chargeback, Profit Shapers may suspend access to the Platform, require an updated payment method, recover any unpaid amounts, and charge any reasonable fees or costs associated with the failed payment or chargeback to the extent permitted by law.

(c.) Trials and Promotional Access. Profit Shapers may, from time to time, offer free trials, pilot programs, promotional access, or beta access subject to additional terms presented at the time of offer. Unless otherwise stated, Profit Shapers may modify, limit, or withdraw such offers at any time where permitted by applicable law.

(d.) Automatic Renewal and Cancellation. Subscriptions renew automatically at the end of each Subscription Term unless the Account Owner cancels through account settings before the renewal date. Cancellation takes effect at the end of the then-current billing cycle, and the Subscriber will retain access to the Platform until that date. Profit Shapers does not provide refunds for any unused portion of a prepaid Subscription Term, except where Profit Shapers terminates the Subscriber's account other than for cause, in which case Profit Shapers will provide a pro-rated refund of prepaid fees for the unused Subscription Term, or as required by applicable law. Metered AI usage fees that have been invoiced are non-refundable.

(e.) Late Payment, Suspension and Disputed Charges. If payment is not received when due, Profit Shapers may: (i) charge interest on the overdue amount at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law if lower; and (ii) suspend the Subscriber's access to the Platform without liability after providing a written grace period of five (5) business days. If the Subscriber disputes any charge in good faith, it must notify Profit Shapers in writing within thirty (30) days of the charge date. Disputed amounts will not accrue interest while the dispute is pending, provided the Subscriber has paid all undisputed amounts when due.

(f.) Taxes. All fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments. The Subscriber is responsible for all taxes associated with its Subscription, except for taxes assessed on Profit Shapers' net income.

10. Marketplace Program

(a.) Overview and Eligibility. Profit Shapers operates an optional marketplace feature within the Platform, the ProfitShapers Marketplace, through which eligible Subscribers may list business profiles for strategic partnerships, investment, growth-capital introductions, or potential acquisition. Participation is voluntary, is not required to use ClientHub or any connected Module, and is subject to a separate Listing Agreement signed by a Marketplace Authorized Signer. Profit Shapers may approve or reject any Marketplace application in its sole discretion.

(b.) Authority to Enroll. Only a Marketplace Authorized Signer may enroll a Subscriber in the Marketplace. By signing the Listing Agreement, the Marketplace Authorized Signer represents and warrants that: (i) they hold the required authority; (ii) they are authorized to enroll the Subscriber and share Customer Data at the selected Disclosure Tier; and (iii) they have obtained any internal approvals required by the Subscriber's governing documents. Standard Authorized Users and Client Users may not enroll the Subscriber in the Marketplace.

(c.) Disclosure Tiers. The Listing Agreement allows the Marketplace Authorized Signer to select one of the following Disclosure Tiers: (i) Tier 1: Anonymized Insights Only. The Subscriber contributes to Aggregate Data and industry benchmarks but is not listed in the Marketplace directory. This is the default state for any Subscriber that has not expressly opted in. (ii) Tier 2: Anonymized Profile. The Subscriber is listed as an anonymized profile showing industry, approximate geography, revenue band, EBITDA band, growth-rate band, valuation-driver summary, and leadership-bench summary, with no identifying information. The Subscriber's identity is revealed only if the Marketplace Authorized Signer accepts a specific introduction request. (iii) Tier 3: Identified Profile. The Subscriber is listed with its name, brand, detailed financial summary, leadership summary, and a designated contact channel. The Marketplace Authorized Signer is solely responsible for selecting the Disclosure Tier and for the consequences of disclosure at that tier. The Marketplace Authorized Signer may change the selected Disclosure Tier or withdraw the Subscriber from the Marketplace in accordance with these Terms.

(d.) Profit Shapers' Role; No Brokerage. PROFIT SHAPERS ACTS SOLELY AS A PLATFORM PROVIDER AND DIRECTORY OPERATOR IN CONNECTION WITH THE MARKETPLACE. PROFIT SHAPERS DOES NOT ACT AS A BROKER-DEALER, INVESTMENT ADVISER, M&A BROKER, FINDER, FIDUCIARY, OR AGENT FOR ANY SUBSCRIBER OR QUALIFIED PARTY THROUGH THE MARKETPLACE.

Profit Shapers does not solicit, negotiate, structure, document, or close any transaction, and does not handle, hold, or transfer funds or securities in connection with any transaction. Nothing in these Terms or the Listing Agreement constitutes an offer to buy or sell securities, investment advice, or a solicitation of any transaction. The Subscriber is solely responsible for evaluating any Qualified Party, conducting due diligence, engaging its own legal, tax, and M&A advisors, and structuring any resulting transaction. Profit Shapers does not guarantee that Marketplace participation will result in any introduction, offer, transaction, valuation, or other outcome.

(e.) Identifiable Data; Separate Opt-In. Profit Shapers will not disclose any Subscriber's identifiable Customer Data, business profile, financials, valuation summary, leadership scorecard, or contact information to any Qualified Party or other third party for marketing, matchmaking, acquisition, or investment purposes unless a Marketplace Authorized Signer has separately enrolled the Subscriber in the Marketplace under the Listing Agreement and selected a Disclosure Tier authorizing that disclosure. Use of the Platform or acceptance of these Terms does not constitute Marketplace enrollment or consent to such disclosure.

(f.) Qualified Parties. Profit Shapers will use reasonable efforts to screen Qualified Parties and require each one to enter written non-disclosure obligations before viewing Subscriber-level information from the Marketplace directory. Profit Shapers maintains a log of which Qualified Parties have viewed a Subscriber's Marketplace profile and will make a summary available to the Marketplace Authorized Signer on request. The Marketplace Authorized Signer may instruct Profit Shapers in writing to block any specific Qualified Party from viewing the Subscriber's profile.

(g.) Withdrawal from the Marketplace. The Marketplace Authorized Signer may withdraw the Subscriber from the Marketplace at any time through the Marketplace setting in ClientHub or by notifying Profit Shapers in writing. Upon withdrawal, Profit Shapers will remove the Subscriber's identifiable profile from the active Marketplace directory within thirty (30) days. Aggregate Data derived before withdrawal may be retained on an anonymized basis in accordance with these Terms. Withdrawal from the Marketplace does not affect the Subscriber's continued Subscription.

(h.) Marketplace Fees. Any Marketplace fees, including listing fees, success fees, or Qualified Party access fees, will be disclosed in the Listing Agreement. No Marketplace fees apply unless expressly disclosed in writing and accepted by the Marketplace Authorized Signer.

11. Confidentiality

(a.) Confidential Information. "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with these Terms or the use of the Platform, whether disclosed orally, in writing, electronically, or by any other means, that is designated as confidential or should reasonably be understood to be confidential. Confidential Information includes: (i) for Profit Shapers, the Platform, Services, Modules, AI Features, TerraSage, source code, algorithms, pricing, business plans, product roadmaps, and technical documentation; and (ii) for the Subscriber, Customer Data, AI Outputs, business strategies, financial information, client information, and other proprietary business information submitted to or stored on the Platform.

(b.) Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party before disclosure without an obligation of confidentiality; (iii) is rightfully received from a third party without restriction; (iv) is independently developed without reference to the Disclosing Party's Confidential Information; or (v) is required to be disclosed by law or court order, provided the Receiving Party gives prompt prior written notice where legally permitted and cooperates in seeking protective relief.

(c.) Confidentiality Obligations. Each Receiving Party shall: (i) hold Confidential Information in strict confidence using at least reasonable care; (ii) not disclose Confidential Information to any third party except as permitted under these Terms; (iii) use Confidential Information only to exercise its rights or perform its obligations under these Terms; and (iv) promptly notify the Disclosing Party upon becoming aware of any actual or suspected unauthorized disclosure. Each Receiving Party may disclose Confidential Information to its employees, officers, directors, contractors, advisors, and, in the case of the Subscriber, its Authorized Users and Client Users, only on a need-to-know basis and only where such persons are bound by equivalent confidentiality obligations.

(d.) Customer Data. Without limiting this Section, Profit Shapers shall treat all Customer Data as the Subscriber's Confidential Information and shall not access, use, or disclose Customer Data except: (i) as necessary to provide the Services; (ii) as directed or authorized by the Subscriber; (iii) as required by applicable law or valid legal process; or (iv) as otherwise set out in these Terms or the Privacy Policy.

(e.) Equitable Relief. Each party acknowledges that a breach of this Section may cause irreparable harm for which monetary damages would be inadequate. The Disclosing Party may seek injunctive or other equitable relief in any court of competent jurisdiction without posting a bond and without prejudice to any other rights or remedies.

(f.) Return, Destruction and Survival. Upon expiration or termination of these Terms, or upon written request by the Disclosing Party, the Receiving Party shall promptly return or securely destroy Confidential Information in its possession or control, except to the extent retention is required by applicable law, reasonably necessary for backup or audit purposes, or otherwise permitted under these Terms, including Section 15(e.) with respect to Customer Data and AI Outputs. The confidentiality obligations in this Section survive expiration or termination of these Terms for five (5) years, except for trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

12. Disclaimers and Warranties

(a.) Subscriber Warranties. The Subscriber represents and warrants that: (i) it has the legal capacity, power, and authority to enter into and perform these Terms; (ii) these Terms constitute a valid, binding, and enforceable obligation of the Subscriber; (iii) its entry into and performance of these Terms does not violate any applicable law, regulation, court order, or third-party agreement; (iv) all Customer Data and Customer IP submitted to, uploaded to, displayed through, or otherwise made available in the Platform is owned by the Subscriber or has been validly licensed or authorized for such use, and does not infringe, misappropriate, or otherwise violate any third-party intellectual property right, privacy right, publicity right, confidentiality obligation, contractual restriction, or other legal right; (v) the Subscriber has obtained all rights, licenses, consents, permissions, and approvals necessary for Profit Shapers to access, host, store, reproduce, display, transmit, process, synchronize, and otherwise use Customer Data and Customer IP as contemplated by these Terms; and (vi) it will use the Platform and Services in compliance with these Terms and all applicable laws and regulations.

(b.) Profit Shapers Warranties. Profit Shapers represents and warrants that: (i) it has the legal capacity, power, and authority to enter into and perform these Terms; (ii) these Terms constitute a valid, binding, and enforceable obligation of Profit Shapers; (iii) it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards; and (iv) it will implement and maintain reasonable and appropriate technical and organizational security measures to protect Customer Data.

(c.) Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET OUT IN SECTION 12(B.), THE PLATFORM, SERVICES, MODULES, AI FEATURES, TERRASAGE, AND MARKETPLACE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROFIT SHAPERS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (II) ANY WARRANTY THAT THE PLATFORM OR SERVICES WILL MEET THE SUBSCRIBER'S REQUIREMENTS OR THAT ACCESS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT, DATA, INFORMATION, AI OUTPUTS, OR TERRASAGE RESPONSES; (IV) ANY WARRANTY THAT DEFECTS OR ERRORS WILL BE CORRECTED OR THAT THE PLATFORM IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; AND (V) ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. BETA FEATURES AND EXPERIMENTAL MODULES, INCLUDING SESSIONS, ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY AND MAY BE DISCONTINUED AT ANY TIME WITHOUT LIABILITY.

(d.) Marketplace Disclaimer. PROFIT SHAPERS MAKES NO REPRESENTATION OR WARRANTY AS TO THE IDENTITY, SUITABILITY, FINANCIAL CAPACITY, INTENTIONS, OR CONDUCT OF ANY QUALIFIED PARTY INTRODUCED THROUGH THE MARKETPLACE. PROFIT SHAPERS DOES NOT WARRANT THAT PARTICIPATION IN THE MARKETPLACE WILL RESULT IN ANY INTRODUCTION, OFFER, TRANSACTION, VALUATION, OR OTHER OUTCOME. THE SUBSCRIBER ASSUMES ALL RISK IN CONNECTION WITH ITS PARTICIPATION IN THE MARKETPLACE AND ITS INTERACTIONS WITH QUALIFIED PARTIES.

(e.) Jurisdictional Limitations. To the extent any disclaimer or exclusion in this Section is not permitted under applicable law, it shall apply to the maximum extent permitted by law, and the remaining provisions shall continue in full force and effect.

13. Limitation of Liability

(a.) Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROFIT SHAPERS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY: (I) LOSS OF PROFITS, REVENUE, OR ANTICIPATED SAVINGS; (II) LOSS OF BUSINESS, CONTRACTS, OR OPPORTUNITIES; (III) LOSS OR CORRUPTION OF DATA OR INFORMATION; (IV) LOSS OF GOODWILL OR REPUTATION; (V) BUSINESS INTERRUPTION OR DOWNTIME LOSSES; (VI) COST OF SUBSTITUTE GOODS OR SERVICES; OR (VII) INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ARISING IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, AND WHETHER OR NOT PROFIT SHAPERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b.) Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROFIT SHAPERS' TOTAL CUMULATIVE LIABILITY TO THE SUBSCRIBER ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR THE SERVICES, WHETHER ARISING IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (I) THE TOTAL FEES ACTUALLY PAID BY THE SUBSCRIBER TO PROFIT SHAPERS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) ONE HUNDRED DOLLARS ($100.00). MULTIPLE CLAIMS SHALL NOT ENLARGE OR EXTEND THIS CAP.

(c.) Basis of the Bargain. The Subscriber acknowledges and agrees that the disclaimers, exclusions, and limitations of liability in these Terms reflect a reasonable allocation of risk between the parties and form an essential basis of the bargain.

(d.) Exceptions. Nothing in these Terms limits or excludes either party's liability for: (i) death or bodily injury caused by that party's gross negligence or willful misconduct; (ii) fraud or fraudulent misrepresentation; (iii) any liability that cannot be excluded or limited under applicable law; or (iv) the Subscriber's payment obligations.

(e.) Mitigation. Each party shall take reasonable steps to mitigate any loss or damage it suffers in connection with these Terms, the Platform, or the Services. Profit Shapers' liability shall be reduced to the extent any loss or damage is attributable to the Subscriber's failure to mitigate.

14. Indemnification

(a.) Subscriber Indemnity. The Subscriber shall defend, indemnify, and hold harmless Profit Shapers and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers ("Profit Shapers Indemnitees") from and against any claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees ("Losses"), arising out of or relating to: (i) the Subscriber's, any Authorized User's, or any Client User's access to or use of the Platform or Services in breach of these Terms or applicable law; (ii) any Customer Data or Customer IP submitted to, uploaded to, displayed through, or otherwise made available in the Platform by the Subscriber, any Authorized User, or any Client User, including any claim that such Customer Data or Customer IP infringes, misappropriates, or violates any third-party intellectual property right, privacy right, publicity right, confidentiality obligation, contractual restriction, or other legal right; (iii) any breach by the Subscriber of its representations, warranties, or obligations under these Terms; (iv) any act or omission of any Authorized User or Client User for which the Subscriber is responsible; (v) any dispute between the Subscriber and any Client User, Authorized User, Qualified Party, or third party arising out of or in connection with the Subscriber's use of the Platform; (vi) any claim by a Client User or third party arising from the Subscriber's reliance on or use of any AI Output without appropriate human review in accordance with Section 7(e.); or (vii) the Subscriber's participation in the Marketplace, including any claim by an owner, lender, employee, or counterparty of the Subscriber arising from its enrollment in or participation in the Marketplace.

(b.) Profit Shapers Indemnity. Subject to this Section, Profit Shapers shall defend, indemnify, and hold harmless the Subscriber and its officers, directors, and employees ("Subscriber Indemnitees") from and against any Losses arising out of or relating to any third-party claim that the Platform, as provided by Profit Shapers and used by the Subscriber in accordance with these Terms, infringes or misappropriates any United States patent, copyright, trademark, or trade secret of a third party ("IP Claim").

(c.) Exclusions from Profit Shapers' Indemnity. Profit Shapers has no obligation to indemnify the Subscriber Indemnitees to the extent any IP Claim arises from or relates to: (i) the Subscriber's modification of the Platform or combination with any third-party product not provided or approved by Profit Shapers; (ii) the Subscriber's use of the Platform inconsistent with these Terms; (iii) any Customer Data or AI Output; (iv) any third-party component, integration, or service accessed through the Platform; or (v) the Subscriber's continued use of the Platform after receiving notice of alleged infringement and being offered a workaround.

(d.) IP Remedies. If the Platform becomes the subject of an IP Claim, Profit Shapers may, at its sole discretion: (i) procure the right for the Subscriber to continue using the affected portion; (ii) modify the affected portion so that it is no longer infringing; or (iii) if neither option is reasonably practicable, terminate the Subscriber's access to the affected portion and provide a pro-rated refund of prepaid fees for the unused Subscription Term. These remedies are the Subscriber's sole and exclusive remedy for any IP Claim.

(e.) Indemnification Procedure. The party seeking indemnification shall: (i) promptly notify the indemnifying party in writing of any claim; (ii) grant the indemnifying party sole control over the defense and settlement of the claim, provided that the indemnifying party may not settle any claim that imposes any obligation on the indemnified party without prior written consent; and (iii) provide reasonable cooperation and assistance, at the indemnifying party's expense.

(f.) Relationship to Liability Cap. The indemnification obligations in this Section are subject to the aggregate liability cap in Section 13(b.), except for: (i) the Subscriber's indemnification obligations under Section 14(a.), which are not subject to the liability cap and are unlimited in aggregate; and (ii) Losses arising from fraud, willful misconduct, or gross negligence, which are governed by Section 13(d.).

15. Term and Termination

(a.) Term and Cancellation. These Terms commence on the date the Subscriber first accepts them and continue for the duration of the Subscription Term, including any renewal periods, unless terminated earlier in accordance with this Section. The Subscriber may cancel its Subscription at any time through account settings, with termination taking effect at the end of the then-current billing cycle.

(b.) Termination by Profit Shapers. Profit Shapers may terminate these Terms and the Subscriber's access to the Platform immediately upon written notice if: (i) the Subscriber commits a material breach and, where capable of remedy, fails to remedy it within thirty (30) days of written notice; (ii) the Subscriber fails to pay any amount due and such failure continues beyond the applicable grace period in Section 9(e.); (iii) the Subscriber becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to any bankruptcy or similar proceeding not dismissed within sixty (60) days; (iv) the Subscriber engages in conduct that poses an immediate risk to the security, integrity, or reputation of the Platform; or (v) continued provision of the Services would cause Profit Shapers to violate applicable law, regulation, or court order. Profit Shapers may also terminate these Terms for convenience upon thirty (30) days' prior written notice, in which case Profit Shapers shall provide a pro-rated refund of prepaid fees for the unused Subscription Term.

(c.) Termination by Subscriber. The Subscriber may terminate these Terms immediately upon written notice if: (i) Profit Shapers commits a material breach and, where capable of remedy, fails to remedy it within thirty (30) days of written notice; or (ii) Profit Shapers becomes insolvent or subject to any bankruptcy or similar proceeding not dismissed within sixty (60) days.

(d.) Effect of Termination. Upon expiration or termination for any reason: (i) all licenses granted to the Subscriber terminate immediately and the Subscriber shall cease all access to the Platform; and (ii) all outstanding payment obligations, including accrued but uninvoiced metered AI usage fees, become immediately due and payable.

(e.) Customer Data Retention. Profit Shapers will retain Customer Data and AI Outputs stored on the Platform for ninety (90) days following the effective date of termination ("Retention Period"), during which the Subscriber may request that Profit Shapers assist in exporting its Customer Data and AI Outputs. Export is provided with reasonable assistance from Profit Shapers on request, rather than through a self-service export tool, and the Subscriber is responsible for requesting its Customer Data and AI Outputs within the Retention Period. After the Retention Period, Profit Shapers shall securely delete or destroy all Customer Data and AI Outputs in active systems. Consistent with the Platform's soft-delete and backup practices, deleted content may persist temporarily in encrypted backups before being overwritten in the ordinary course of business. Profit Shapers has no liability for the continued existence of Customer Data in encrypted backups after active-system deletion. TerraSage Token-usage records and AI conversation metadata may be retained beyond the Retention Period for billing, audit, or legal compliance purposes. Aggregate Data rights survive termination in accordance with Section 4(e.).

(f.) Suspension. Without limiting its termination rights, Profit Shapers may suspend the Subscriber's access to the Platform, in whole or in part, where: (i) Profit Shapers reasonably suspects a breach; (ii) the Subscriber has failed to make payment; (iii) Profit Shapers is required to do so by applicable law or court order; or (iv) suspension is necessary to protect the security or integrity of the Platform or any other user's data. Profit Shapers will notify the Account Owner as soon as reasonably practicable and will lift the suspension promptly once the circumstances giving rise to it are resolved. Suspension does not relieve the Subscriber of its payment obligations.

(g.) Survival. The provisions intended by their nature to survive expiration or termination shall survive, including Definitions, Aggregate Data rights, Ownership of Data and Intellectual Property, outstanding payment obligations, Confidentiality, disclaimers, Limitation of Liability, Indemnification, Customer Data Retention, Governing Law and Dispute Resolution, and General Provisions.

16. Governing Law and Dispute Resolution

(a.) Governing Law. These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

(b.) Informal Resolution. Before initiating formal dispute resolution, the parties shall attempt to resolve any dispute, claim, or controversy ("Dispute") by negotiating in good faith for thirty (30) days following delivery of a written Dispute Notice. Nothing in this paragraph prevents either party from seeking emergency injunctive or equitable relief where delay would cause irreparable harm.

(c.) Arbitration. If the Dispute is not resolved during the informal period, it shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect, by a single arbitrator in Wilmington, Delaware. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs unless the arbitrator determines that a claim or defense was frivolous or brought in bad faith. Where the amount in dispute does not exceed fifty thousand dollars ($50,000), the arbitration shall be conducted on the basis of documents only, unless the arbitrator determines that a hearing is necessary.

(d.) Small Claims. Either party may bring an individual claim in a small claims court of competent jurisdiction in Delaware, provided the claim qualifies and remains in small claims court.

(e.) Class Action and Jury Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ARBITRATION, OR REPRESENTATIVE ACTION. ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY. IF THE CLASS ACTION WAIVER IS FOUND UNENFORCEABLE FOR A PARTICULAR CLAIM, THAT CLAIM SHALL BE SEVERED FROM THE ARBITRATION AND PROCEED IN A COURT OF COMPETENT JURISDICTION IN DELAWARE, WITH ALL OTHER CLAIMS REMAINING SUBJECT TO ARBITRATION.

(f.) Emergency Relief. Nothing in this Section limits either party's right to seek urgent injunctive or other equitable relief from a court of competent jurisdiction in Delaware. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware for any interim or emergency relief.

17. Changes to These Terms

Profit Shapers may update these Terms from time to time. If Profit Shapers makes material changes, it will provide notice by email, through the Platform, or by another reasonable method before the changes take effect, unless a shorter period is required for legal, security, or operational reasons.

Non-material changes may take effect when posted or as otherwise stated in the updated Terms. The "Last Revised" date at the top of these Terms will reflect the effective date of the most recent version. By continuing to access or use the Platform or Services after updated Terms take effect, the Subscriber agrees to be bound by the updated Terms. If the Subscriber does not agree to the updated Terms, it must stop using the Platform and Services before the updated Terms take effect.

18. General Provisions

(a.) Entire Agreement and Order of Precedence. These Terms, together with the Privacy Policy, the AI & Data-Processing Disclosure, any executed Listing Agreement, and any order documentation or registration confirmation issued by Profit Shapers, constitute the entire agreement between the parties with respect to the Platform and Services and supersede all prior and contemporaneous agreements, representations, warranties, understandings, and discussions. In the event of any conflict, the following order of precedence applies: (i) any executed Listing Agreement, with respect to Marketplace activities only; (ii) these Terms; (iii) the AI & Data-Processing Disclosure; (iv) any order documentation or registration confirmation; and (v) the Privacy Policy.

(b.) Assignment, Severability and Amendment. The Subscriber may not assign, transfer, delegate, or otherwise dispose of these Terms or any rights or obligations under them without Profit Shapers' prior written consent. Profit Shapers may assign or transfer these Terms without the Subscriber's consent to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of Profit Shapers' assets, provided that Profit Shapers notifies the Subscriber of the assignment within thirty (30) days. If any provision of these Terms is found invalid, unlawful, or unenforceable, that provision shall be deemed severed and shall not affect the validity or enforceability of the remaining provisions. No modification to these Terms is binding unless published or executed in accordance with Section 17.

(c.) Waiver and Force Majeure. No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver. A waiver of any breach or default does not constitute a waiver of any later breach or default. Neither party is liable for any delay or failure to perform its obligations to the extent caused by a Force Majeure Event. The affected party shall promptly notify the other party and use commercially reasonable efforts to mitigate the Force Majeure Event and resume performance. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate these Terms without liability, subject to the Subscriber's right to a pro-rated refund of prepaid fees.

(d.) Electronic Acceptance and Notices. The Subscriber's acceptance of these Terms by clicking "I Accept," registering for an account, or otherwise accessing the Platform constitutes a valid electronic signature and legally binding acceptance under the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., and any applicable state electronic signature laws. All notices required or permitted under these Terms shall be in writing and deemed duly given: (i) when delivered personally; (ii) one (1) business day after being sent by nationally recognized overnight courier with tracking confirmation; (iii) three (3) business days after being sent by certified or registered mail, return receipt requested; or (iv) upon email transmission with confirmation of receipt. Notices to Profit Shapers shall be sent to the corporate address published at profitshapers.com/terms. Notices to the Subscriber shall be sent to the address associated with the Subscriber's account. Legal notices to Profit Shapers may be delivered to: Profit Shapers, Inc., Attn: Legal Department, 681 Dobbs Rd, Woodstock, GA 30188, with a copy to support@profitshapers.com.

(e.) Relationship of the Parties. Nothing in these Terms creates any employment, partnership, joint venture, agency, franchise, or fiduciary relationship between the parties. Each party is an independent contractor with respect to the other.

(f.) No Third-Party Beneficiaries. These Terms are for the sole and exclusive benefit of the parties and their permitted successors and assigns, except that the Profit Shapers Indemnitees and Subscriber Indemnitees are intended third-party beneficiaries of the indemnification provisions to the extent of their respective interests.

(g.) Children's Privacy. The Platform is not directed to children under sixteen (16), and Profit Shapers does not knowingly collect personal information from children under sixteen (16). If you believe that a child under sixteen has provided personal information through the Platform, please contact Profit Shapers immediately.

(h.) Export Compliance. The Subscriber represents and warrants that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to a comprehensive embargo administered by the United States Office of Foreign Assets Control ("OFAC"), and that it is not identified on any OFAC sanctions list. The Subscriber shall not use the Platform or Services in violation of any applicable export control or sanctions laws or regulations.

(i.) Headings and Interpretation. The section headings in these Terms are for convenience only and shall not affect interpretation. Unless the context requires otherwise: (i) "including" means "including without limitation"; (ii) references to a statute or regulation include all amendments thereto; (iii) references to "writing" include email where expressly permitted; and (iv) the singular includes the plural and vice versa.

Acknowledgement

By checking the box below and continuing, I confirm that I have read and agree to the Profit Shapers Terms of Service, and that I have reviewed the Privacy Policy and the AI & Data-Processing Disclosure, each of which is incorporated into these Terms by reference. I understand that AI-assisted features (including TerraSage) are assistive only, that AI Outputs may contain errors, and that AI Outputs must be reviewed by a qualified human before being relied on or shared.