SHAIN TERMS OF USE / MASTER SUBSCRIPTION AGREEMENT

These Terms of Use (“Agreement”) govern your access to and use of the SHAIN website(s), applications, conversational AI features, and related services (collectively, the “Service”). By (i) clicking “I accept,” (ii) creating an account, (iii) executing an Order Form that references this Agreement, or (iv) accessing or using the Service, you agree to be bound by this Agreement.
If you are using the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “Customer,” “you,” and “your” refer to that entity. If you do not agree to this Agreement, do not use the Service.
IMPORTANT: BUSINESS-TO-BUSINESS USE ONLY. The Service is offered for business use. Customer is responsible for ensuring that any use of the Service in connection with Customer’s end users, clients, customers, or website visitors complies with applicable law and Customer’s policies.

1. DEFINITIONS

1.1 “SHAIN,” “we,” “us,” or “our” means SUPPORT1 AI INC. (unless otherwise stated in an Order Form).
1.2 “Service” means SHAIN’s software-as-a-service offerings, including web-based features, dashboards, integrations, AI agents, automations, chat/voice interfaces, and any related deliverables described in an Order Form or in-product plan description.
1.3 “Documentation” means SHAIN’s user guides, onboarding materials, templates, help pages, and written instructions made available to Customer.
1.4 “Order Form” means an ordering document, subscription checkout confirmation, statement of work (“SOW”), proposal acceptance, or other written agreement specifying subscription plan(s), pricing, term, usage limits, and/or deliverables.
1.5 “Customer Data” means all data and content provided, submitted, uploaded, transmitted, or made available by Customer or its Users to the Service, including files, prompts, messages, transcripts, knowledgebase content, configurations, and administrative inputs.
1.6 “Output” means content generated by the Service, including summaries, drafts, reports, narratives, time survey tables, chatbot responses, knowledgebase answers, transcripts, exports, and other results.
1.7 “User” means an individual authorized by Customer to use the Service under Customer’s account.
1.8 “End User” means a third party who is not a User but may interact with a conversational interface deployed by Customer (for example, Customer’s website visitor or customer).
1.9 “Third-Party Services” means third-party platforms, infrastructure, LLM providers, hosting providers, analytics tools, email services, and integrations that may be used to provide or support the Service.
1.10 “Confidential Information” means non-public information disclosed by one party to the other, including product plans, pricing, system design, prompts, security methods, Customer Data, and business information, excluding information that is public without breach, independently developed, or rightfully received from a third party.

2. OUR RESPONSIBILITIES

2.1 Providing Access. We will make the Service available to Customer during the Term in accordance with this Agreement and applicable Order Forms.
2.2 Support. We will provide standard support as described in-product or in an Order Form. Support response times are goals, not guarantees, unless an SLA is explicitly purchased and stated in an Order Form.
2.3 Availability. We use commercially reasonable efforts to make the Service available 24/7, excluding: (i) planned maintenance, (ii) emergency maintenance, and (iii) events outside our reasonable control (for example, hosting outages, internet failures, and third-party provider incidents).
2.4 Security Measures. We maintain administrative, technical, and organizational measures designed to protect Customer Data from unauthorized access, disclosure, or alteration. No system is perfectly secure, and Customer acknowledges that risk remains.
2.5 Security Incident Notice. If we become aware of a confirmed security incident affecting Customer Data, we will notify Customer without undue delay and provide reasonable information available to us regarding the incident and remediation steps, subject to legal restrictions and investigative needs.
2.6 Product Changes. The Service evolves over time. We may modify, discontinue, or add features. If a change materially reduces core functionality purchased under an active paid subscription, we will use commercially reasonable efforts to provide advance notice and/or a reasonable alternative.

3. CUSTOMER RESPONSIBILITIES

3.1 Account Administration. Customer is responsible for: (i) all activity under Customer’s account(s), (ii) maintaining accurate account information, and (iii) ensuring only authorized Users access the Service.
3.2 Accuracy and Review. Customer is responsible for reviewing and validating any Output before relying on it for business decisions, external communications, compliance, or filings. The Service can generate mistakes and incomplete responses.
3.3 Lawful Use. Customer is responsible for using the Service in compliance with applicable laws and regulations, including privacy, consumer protection, marketing communications, and industry-specific obligations.

4. USAGE RESTRICTIONS

4.1 General Restrictions. Customer will not, and will not permit any User or third party to:
(a) Resell or sublicense the Service without written authorization;
(b) Reverse engineer or attempt to extract source code, system prompts, guardrails, or model instructions;
(c) Circumvent usage limits or security controls;
(d) Interfere with the Service (including probes, scans, or stress testing without consent);
(e) Upload malicious code or unlawful content;
(f) Use the Service to violate rights of others (privacy, IP, publicity rights);
(g) Use the Service to build a competing product or to benchmark competitively without written permission.

4.2 AI Safety and Abuse Restrictions. Customer will not use the Service to:
(a) generate or facilitate wrongdoing (fraud, phishing, malware, illegal hacking);
(b) unlawfully impersonate individuals or organizations;
(c) collect sensitive personal data from End Users without proper notices and legal basis;
(d) attempt prompt injection or jailbreak methods intended to bypass guardrails;
(e) produce discriminatory, harassing, or hateful content.
4.3 Suspension. If we reasonably believe Customer’s use poses a security risk, violates law, or violates this Agreement, we may suspend access. Where practical, we will provide notice and an opportunity to cure before suspension.

5. FEES, BILLING, AND TAXES

5.1 Fees. Customer will pay fees described in the applicable Order Form or subscription plan. Fees are payable in advance unless otherwise stated.
5.2 Non-Refundable; Exceptions. Payments are non-cancellable and non-refundable except where required by law or where an Order Form expressly provides a refund policy.
5.3 Taxes. Fees exclude applicable taxes. Customer is responsible for taxes and duties (excluding taxes on SHAIN’s net income).
5.4 Non-Payment. We may suspend the Service for overdue amounts after reasonable notice. Continued non-payment may result in termination.

6. INTELLECTUAL PROPERTY; LICENSE; OUTPUTS

6.1 SHAIN IP. SHAIN retains all right, title, and interest in the Service, Documentation, prompts, system design, workflows, and all improvements or derivatives.
6.2 Customer License. Subject to payment and compliance, Customer receives a limited, non-exclusive, non-transferable right to access and use the Service during the Term for Customer’s internal business purposes.
6.3 Customer Data. As between the parties, Customer retains rights in Customer Data. Customer grants SHAIN a limited right to process Customer Data to provide, secure, and improve the Service as described in this Agreement.
6.4 Outputs (Use Rights). As between SHAIN and Customer, Customer may use Outputs generated for Customer for Customer’s business purposes, subject to this Agreement.
6.5 Output Characteristics (AI Non-Uniqueness). Customer acknowledges that AI-generated content may be similar for different users, and Outputs may not be unique. SHAIN does not guarantee exclusivity or originality of Outputs.
6.6 Feedback. If Customer provides feedback, Customer grants SHAIN a perpetual, royalty-free right to use it to improve the Service.

7. CONFIDENTIALITY

7.1 Confidentiality Obligations. Each party will protect the other’s Confidential Information using reasonable care and will not disclose it except to personnel and contractors who need to know and are bound by confidentiality.
7.2 Exclusions. Confidentiality does not apply to information that is publicly known without breach, independently developed without use of Confidential Information, or rightfully received from a third party.
7.3 Injunctive Relief. Unauthorized disclosure of Confidential Information may cause irreparable harm. The disclosing party may seek injunctive relief in addition to other remedies.

8. PRIVACY POLICY; DATA PROCESSING; THIRD-PARTY SERVICES

8.1 Privacy Policy. Customer acknowledges that SHAIN maintains a separate Privacy Policy describing how SHAIN handles personal information. Customer agrees that the Privacy Policy is incorporated by reference when published on SHAIN’s website.
8.2 Customer as Controller. For Customer’s deployments (including bots interacting with End Users), Customer determines the purposes and means of processing personal data collected through Customer’s deployments. Customer is responsible for providing appropriate notices to End Users and obtaining any required consents.
8.3 SHAIN as Service Provider / Processor. SHAIN processes Customer Data to provide the Service and related support. Upon request, SHAIN may provide a Data Processing Addendum (DPA) for customers who require it.
8.4 Third-Party Services. The Service may rely on Third-Party Services (including LLM providers and hosting). Customer acknowledges that availability and performance may be impacted by Third-Party Services outside SHAIN’s control.

9. CONVERSATIONAL AI PROJECTS (CHATBOTS / VOICE INTERFACES) – SPECIAL TERMS

This Section applies when Customer uses conversational AI features (chatbots, voice chat, web widgets, knowledgebase Q&A, and similar systems).
9.1 Intended Use; Human Escalation. Customer is responsible for designing appropriate use cases, response boundaries, and escalation paths to a human when needed (for example, when an End User requests account-specific support, legal advice, pricing commitments, or complaints).
9.2 End User Disclosures (Customer-Facing). If Customer deploys the bot/voice feature to interact with End Users, Customer is responsible for ensuring that the End User experience includes clear disclosures appropriate to the context, including:
(a) AI disclosure (that the user is interacting with an automated system), where required or appropriate;
(b) Privacy notice or link to Customer’s privacy policy;
(c) Consent prompts for voice interaction and recording, where applicable;
(d) Instructions for how to reach a human (email, phone, ticket, or form).
9.3 End user Privacy Policy Disclosure. When Customer deploys the Service on Customer’s website or channels, Customer is responsible for providing End Users with a privacy policy that meets all applicable legal requirements. If the Service displays a “Privacy Policy” link in a chat or voice interface, Customer acknowledges that the link may point to Customer’s privacy policy page, and Customer is solely responsible for the content, accuracy, and legal compliance of that privacy policy and all related notices and consent mechanisms. Customer is responsible for ensuring End Users are presented with an appropriate notice (for example, “By chatting with us, you agree to the Privacy Policy”) and for obtaining any required consent.
9.4 Voice Interaction and Consent (No Outbound Calling). SHAIN does not provide outbound calling under this Agreement. Voice features are activated only when an End User initiates interaction (for example, by starting a voice session on Customer’s website). Customer is responsible for ensuring End Users provide any required consent, including consent to recording where applicable, and for ensuring the consent language is presented in the End User interface.
9.5 Safety Features. SHAIN implements safeguards intended to support safer and more reliable conversational behavior; however, AI outputs may still be inaccurate or unexpected. Customer is responsible for testing, monitoring, and human escalation where appropriate.
9.6 Not 100% Guaranteed Accuracy. Conversational AI responses may be incorrect, incomplete, or unpredictable. Customer must not represent that the bot’s responses are guaranteed accurate. Customer is responsible for monitoring deployments and addressing known failure modes (for example, incorrect instructions, hallucinated policies, or wrong product claims).
9.7 Prohibited Uses in Customer Deployments. Customer will not deploy conversational AI in a way that:
(a) provides regulated professional advice (medical, legal, financial, tax filing) without qualified oversight and clear disclaimers;
(b) makes binding commitments to End Users (pricing, refunds, warranties) unless explicitly approved and controlled;
(c) collects sensitive personal information without legal basis and proper notices;
(d) is designed to mislead or impersonate humans unlawfully.
9.8 Customer Testing and Approval. Customer is responsible for testing and approving bot behavior, knowledge sources, and disclaimers before deployment to End Users. SHAIN may assist, but Customer remains responsible for final approval.
9.9 Knowledgebase and Content Responsibility. Customer is responsible for the accuracy and legality of knowledgebase materials and content provided to the bot, including ensuring Customer has rights to use that content.
9.10 Monitoring and Quality Review. SHAIN may review conversation logs and system behavior to provide support, troubleshoot, secure the system, and improve performance, consistent with this Agreement and the Privacy Policy.
9.11 Beta Features. Some conversational features may be labeled beta, experimental, or preview. BETA FEATURES ARE PROVIDED “AS IS” and may be changed or removed. SHAIN may limit support for beta features.

10. R&D STUDIES, TAX CREDIT SERVICES – SPECIAL TERMS

This Section applies when Customer uses any feature or service related to R&D tax credits, R&D documentation, time surveys, technical narratives, or credit estimation.
10.1 Draft Outputs and Review Required. Outputs related to R&D documentation are drafts based on information provided by Customer and system logic. Customer must review, verify, and approve all technical narratives, time surveys, cost classifications, and calculations before use.
10.2 Not a Tax Preparer; No Filing; No Representation. SHAIN is not a CPA firm, tax preparer, law firm, or enrolled agent and does not file tax forms or represent Customer before tax authorities unless expressly agreed in a separate written engagement with appropriately licensed professionals.
10.3 No Guarantee of Outcomes. Eligibility determinations, credit amounts, audit outcomes, refund timing, or acceptance by authorities are not guaranteed. Customer acknowledges that government authorities can challenge positions, request documentation, or deny claims.
10.4 Coordination With Customer’s Professionals. Customer is responsible for engaging its licensed tax professionals to review and file any returns or elections. SHAIN Outputs may support Customer’s workflow but do not replace professional judgment.
10.5 Preliminary Opinion Disclaimer.
DISCLAIMER: THIS IS A PRELIMINARY OPINION BASED ON LIMITED INFORMATION AND ESTIMATES. FINAL ELIGIBILITY, AMOUNTS, AND TAX POSITIONS MUST BE DETERMINED BY CUSTOMER AND/OR CUSTOMER’S LICENSED TAX PROFESSIONALS. SHAIN MAKES NO GUARANTEES REGARDING OUTCOMES OR AMOUNTS.

11. EMAIL COMMUNICATIONS

11.1 Service Emails. The Service may send administrative and workflow emails (for example, account notices, invoices, summaries, reminders, and security notices). These are considered part of the Service.
11.2 Marketing Emails. If SHAIN sends marketing emails to Customer contacts, Customer may unsubscribe from marketing communications. Operational notices may still be sent.
11.3 Customer Campaigns and End Users. If Customer uses the Service to send emails to its own contacts or End Users, Customer is responsible for compliance with applicable laws (including CAN-SPAM and similar rules) and for having required permissions.

12. WARRANTIES AND DISCLAIMERS

12.1 Limited Warranty. We warrant that we will provide the Service in a professional manner consistent with generally accepted industry standards.
12.2 Disclaimer of Guarantees. AI-generated Outputs and automated workflows are not guaranteed accurate, complete, or suitable for every purpose. Customer must review Outputs before relying on them.
12.3 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” SHAIN DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SHAIN DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, OR THAT OUTPUTS WILL BE ACCURATE OR COMPLETE.

13. INDEMNIFICATION

13.1 Customer Indemnification. Customer will indemnify and defend SHAIN against third-party claims arising from:
(a) Customer Data and Customer content;
(b) Customer’s deployment of conversational AI to End Users;
(c) Customer’s failure to provide required disclosures or obtain required consents;
(d) Customer’s communications and marketing practices;
(e) Customer’s reliance on Outputs without appropriate review;
(f) Customer’s violation of law or third-party rights.
13.2 SHAIN Indemnification (IP Infringement). SHAIN will defend Customer against a third-party claim that the Service infringes a U.S. patent, copyright, or trademark, and indemnify Customer for final damages awarded, provided Customer promptly notifies SHAIN and allows SHAIN to control the defense. This does not apply to claims arising from Customer Data, Customer configurations, or Third-Party Services.

14. LIMITATION OF LIABILITY

14.1 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHAIN’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO SHAIN IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.
14.2 Excluded Damages. IN NO EVENT WILL SHAIN BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF DATA, OR COSTS OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.
14.3 Allocation of Risk. Customer acknowledges these limitations reflect an allocation of risk and that fees would be higher without them.

15. TERM; TERMINATION; DATA EXPORT AND DELETION

15.1 Term. This Agreement begins upon acceptance and continues for the subscription term stated in an Order Form or plan rules.
15.2 Termination for Cause. Either party may terminate for material breach if not cured within 30 days of written notice (or immediately if the breach is incapable of cure or involves misuse, fraud, or security risk).
15.3 Effect of Termination. Upon termination, Customer access ends. Upon request, SHAIN will make commercially reasonable efforts to provide available exports of Customer Data and Outputs for up to thirty (30) days after termination, subject to technical limits and account standing.
15.4 Deletion. After the export window, SHAIN may delete Customer Data within sixty (60) days, subject to legal hold, security investigation, dispute preservation, or legal obligations.

16. GOVERNING LAW; VENUE; DISPUTE TERMS

16.1 Governing Law. This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws rules.
16.2 Venue. The parties agree that any dispute arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each party consents to personal jurisdiction and venue there.
16.3 Attorneys’ Fees. The prevailing party in any action to enforce this Agreement is entitled to recover reasonable attorneys’ fees and costs.

17. NOTICES

17.1 Notices to SHAIN. Legal notices must be sent by email to the address specified on SHAIN’s website (or in an Order Form) and by certified mail to SHAIN’s business address stated in the Order Form (or corporate records), unless SHAIN specifies otherwise.
17.2 Notices to Customer. SHAIN may provide notices by email, through the Service, or through the admin console. Notices are deemed received when sent (email) or posted (in-product).

18. GENERAL TERMS

18.1 Assignment. Customer may not assign this Agreement without SHAIN’s prior written consent. SHAIN may assign in connection with a merger, acquisition, corporate reorganization, or sale of assets.
18.2 Force Majeure. Neither party is liable for delays or failures caused by events beyond reasonable control.
18.3 Severability. If any provision is unenforceable, the remainder remains in effect.
18.4 Entire Agreement. This Agreement and any Order Forms are the entire agreement between the parties regarding the Service and supersede prior discussions or agreements on the subject.
18.5 Amendments. SHAIN may update this Agreement from time to time. For paid subscriptions, SHAIN will provide reasonable notice of material changes, and changes will take effect at renewal unless required sooner by law or security needs.