By clicking "pay". You agree to the Pionyr Terms & Conditions for a term of 12 months.

This Master Subscription & Services Agreement (“Agreement”) is entered into by and between

Pionyr, LLC, a Delaware limited liability company (“Pionyr”), and the customer identified on the

applicable online order page or order form (each, an “Order Page”) (“Client”). By clicking accept,

executing an Order Page, or using the Services (defined below), Client agrees to be bound by

this Agreement as of the Effective Date indicated on the Order Page. No countersignature by

Pionyr is required for enforceability.

1. Structure; Order Page; Plans, Usage & Fair Use

1.1 Order Page Controls. Services, modules, usage limits, add‐ons, one‐time fees, recurring fees,

start dates, and any promotional terms are specified on the Order Page, which is incorporated

by reference. Plan names are not included in this Agreement and may change without amending

it.

1.2 Professional Services. Implementation, configuration, training, migrations, custom

workflows, creative assets, or consulting are “Professional Services,” scoped on the Order Page

or a Statement of Work (“SOW”). Deliverables are licensed per §9.2.

1.3 Usage Caps & Overage. Unless expressly stated as “unlimited,” usage (e.g., voice minutes,

messages, MAUs/contacts, API calls, storage, seats) is capped as listed on the Order Page.

Overage is billed monthly in arrears at then‐current rates or as specified on the Order Page.

1.4 Fair Use. “Fair Use” equals three (3) times the rolling average usage of similarly situated

Pionyr customers in Client’s vertical. Pionyr may throttle, limit features, or require an upgrade if

exceeded and may invoice overage to restore parity.

1.5 Numbers & Ports. Any numbers (voice/SMS) provisioned through the Services are licensed

for use only within the Services and are non‐portable unless required by law.

2. Term; Renewal; Price Changes; Beta

2.1 Term. Initial Term is twelve (12) months from the Effective Date unless otherwise stated on

the Order Page.

2.2 Auto‐Renewal. The Agreement auto‐renews for successive 12‐month terms unless either

party gives at least sixty (60) days’ written non‐renewal notice before the then‐current term

ends.

2.3 Renewal Pricing. Recurring fees may change at renewal; Pionyr will provide at least thirty

(30) days’ notice. Carrier and regulatory pass‐through fees (e.g., A2P/10DLC

brand/campaign/termination fees) may change at any time and will be billed as incurred.

2.4 Beta/Preview. Beta features are provided as‐is, may be modified or discontinued at any

time, and may later be offered as paid functionality.

3. Fees; Billing; Disputes; Taxes; Suspension

3.1 Billing. Unless specified otherwise: (a) recurring fees bill monthly in advance; (b)

one‐time/setup fees bill at acceptance; (c) usage/overage and variable carrier fees bill in arrears.

Payment terms: Net 15 days from invoice.

3.2 Autopay. If a card or bank account is provided, Client authorizes recurring debits for all

amounts due until revoked in writing.

3.3 Disputes. Client must notify Pionyr of any good‐faith invoice dispute within thirty (30) days

of invoice; undisputed amounts remain payable. Parties will work in good faith to resolve

disputes.

3.4 Late & Suspension. Undisputed past‐due amounts accrue 1.5% per month (or the maximum

lawful rate). If any undisputed amount is over thirty (30) days late, Pionyr may, after seven (7)

days’ notice, suspend the Services. Suspension does not waive fees.

3.5 Non‐cancellable; No Refunds. Except as expressly provided in §12.3, fees are non‐cancellable

and non‐refundable.

3.6 Taxes. Fees exclude taxes; Client is responsible for all sales, use, VAT/GST, and similar taxes

(excluding Pionyr’s income taxes).

4. Compliance; Messaging; Sensitive Data

4.1 Laws. Client will comply with all applicable laws and industry rules including TCPA,

CAN‐SPAM, TSR, state telemarketing laws, ADA, FTC endorsements/testimonials guidance (no

review gating, no fake reviews), and applicable state privacy and consumer protection laws.

4.2 10DLC & Carrier Rules. Client is responsible for A2P/10DLC brand/campaign registration,

accurate campaign use cases, opt‐in/opt‐out, and all carrier fees. Client authorizes Pionyr to

submit registrations as agent where needed; Client remains responsible for fees and content.

4.3 Consent & Opt‐Out. Client is solely responsible for obtaining and honoring legally required

consents/opt‐outs for email, SMS/MMS, autodialed or prerecorded calls, and other messaging.

Client will promptly remove numbers/emails upon opt‐out or when required by law.

4.4 HIPAA/PCI/NACHA. The Services are not intended for PHI absent a signed BAA. Client shall

not store or transmit payment card data via the Services except through features designated for

that purpose and only in compliance with PCI DSS and NACHA, as applicable.

4.5 Prohibited Content/Use. No illegal, infringing, deceptive, harmful, or abusive content or

activity; no spam; no attempts to bypass rate limits or security; no benchmarking/scraping to

build competing services during the Term and for twelve (12) months thereafter.

5. Third‐Party Services & Marketplaces

5.1 Separate Terms. Client may enable third‐party apps/integrations (e.g., Google, Meta, Yelp, X,

LinkedIn, YouTube, Twilio, OpenAI, Zapier). Those services are governed solely by their own

terms and privacy policies. Pionyr does not control and disclaims all responsibility for their

availability, security, data handling, policies, performance, and service levels.

5.2 Data Sharing. By enabling an integration, Client authorizes Pionyr and its subprocessors to

exchange Client Data as necessary to provide the integration. Pionyr may refuse to transmit

content to a third‐party service that appears unlawful or violates policies.

5.3 No Warranty. Pionyr does not warrant interoperability with any third‐party service and may

modify or discontinue integrations without liability.

6. Security; Data; DPA; Account Protection

6.1 Security Program. Pionyr maintains administrative, technical, and physical safeguards

designed to protect Client Data. Each party will notify the other without undue delay of any

confirmed unauthorized access to Client Data in its possession and reasonably cooperate in

remediation.

6.2 Client Data. As between the parties, Client owns Client Data. Client grants Pionyr a

non‐exclusive, worldwide license to host, process, transmit, and display Client Data to provide

the Services and to create Aggregated/Anonymized Data for analytics, benchmarking, and

service improvement. Pionyr will not sell Client Data.

6.3 Service Data. Usage data, logs, telemetry, learnings, and system outputs (excluding Client

Data) are Pionyr’s “Service Data.”

6.4 DPA. Where required by law, the parties will execute Pionyr’s Data Processing Addendum,

which is incorporated by reference when executed.

6.5 Account Protection. Client is responsible for safeguarding credentials, promptly disabling

access for departed personnel, and notifying Pionyr of suspected compromise.

7. AI Features; Outputs; Training

7.1 Outputs. AI features may produce inaccurate or inappropriate outputs. Client is responsible

for reviewing outputs prior to use/publication and for compliance with law.

7.2 Training. Pionyr will not use Client Data to train third‐party foundation models. Pionyr may

use Aggregated/Anonymized Data to improve its own models/features.

7.3 Safety. Pionyr may filter or block content to mitigate abuse or policy violations.

8. Proprietary Rights; Restrictions; Feedback

8.1 Ownership. Pionyr and its licensors own the Services, software, interfaces, models,

documentation, UI/UX, and all modifications and derivatives.

8.2 Restrictions. Client will not (and will not permit others to) copy, modify, translate, reverse

engineer, decompile, or create derivative works of the Services except to the limited extent

permitted by law.

8.3 Deliverables License. Subject to payment, Pionyr grants Client a non‐exclusive,

non‐transferable, non‐sublicensable license to use Professional Services deliverables internally

with the Services during the Term.

8.4 Feedback. Feedback becomes Pionyr’s property without restriction or obligation.

9. Availability; Support; Maintenance; Changes

9.1 Availability. Pionyr targets commercially reasonable availability, excluding planned

maintenance, emergency maintenance, force majeure, and outages of third‐party

networks/providers.

9.2 Support. Standard support is provided during published business hours via ticket or email;

premium support may be available on the Order Page.

9.3 Changes. Pionyr may update or discontinue features; material deprecations will be

communicated in advance where practicable.

10. Confidentiality

10.1 Definition. “Confidential Information” is non‐public information disclosed by a party that is

marked or reasonably understood to be confidential. Exclusions: information that is public

without breach, independently developed without use of the other’s information, or rightfully

received from a third party without duty of confidentiality.

10.2 Obligations. The receiving party will use at least reasonable care to protect the other

party’s Confidential Information and use it only for purposes of this Agreement; disclosure is

permitted to personnel and contractors with a need‐to‐know under similar obligations.

10.3 Injunctive Relief. Breach may cause irreparable harm; non‐breaching party may seek

injunctive relief.

11. Warranties; Disclaimers

11.1 Authority. Each party represents that it is duly organized and has authority to enter this

Agreement.

11.2 Services Warranty. Pionyr will provide Services in a professional and workmanlike manner.

11.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES (INCLUDING AI OUTPUTS AND

BETA FEATURES) ARE PROVIDED “AS IS.” PIONYR DISCLAIMS ALL IMPLIED WARRANTIES,

INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‐INFRINGEMENT,

ACCURACY, AND NON‐INTERFERENCE.

12. Indemnification

12.1 By Pionyr. Pionyr will defend and indemnify Client from third‐party claims that the

unmodified Subscription Service directly infringes a U.S. patent, copyright, or trademark, and

pay damages/fees finally awarded or approved in settlement by Pionyr. If infringement is

alleged, Pionyr may procure rights, modify/replace the Service, or credit/terminate affected

functionality.

12.2 Exclusions. Pionyr has no obligation for claims arising from (i) Client Content or

combinations with non‐Pionyr items; (ii) use not per documentation; (iii) third‐party services;

(iv) compliance with Client specifications.

12.3 By Client. Client will defend and indemnify Pionyr from claims arising from Client Content,

failure to obtain consents, unlawful marketing, or Client’s violation of law or third‐party rights.

12.4 Procedure. The indemnified party must promptly notify, provide reasonable cooperation,

and allow sole control of defense/settlement (no settlement imposing non‐monetary

obligations without consent).

13. Limitation of Liability

13.1 Cap. EXCEPT FOR (a) FEES DUE; (b) EACH PARTY’S INDEMNITY OBLIGATIONS; (c) WILLFUL

MISCONDUCT OR FRAUD; (d) CLIENT’S VIOLATION OF §4 OR §8; AND (e) BREACH OF §10, EACH

PARTY’S TOTAL LIABILITY IS CAPPED AT THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PIONYR

IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13.2 No Special Damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL,

CONSEQUENTIAL, SPECIAL, PUNITIVE, OR LOSS‐OF‐PROFITS DAMAGES, EVEN IF ADVISED OF THE

POSSIBILITY.

13.3 Basis of Bargain. These limitations are fundamental elements of the bargain.

14. Termination; Effect; Data Return

14.1 For Cause. Either party may terminate for material breach not cured within thirty (30) days

after written notice.

14.2 Immediate Suspension. Pionyr may suspend immediately for security risks, unlawful

activity, or to comply with law/carrier rules.

14.3 Effect. Upon termination, all accrued amounts become due. If Client terminates solely for

Pionyr’s uncured material breach, Pionyr will refund prepaid, unused recurring fees. Upon

request within thirty (30) days, Pionyr will provide a standard export of Client Data, then delete

it per policy unless retention is legally required.

14.4 Survival. Sections intended by their nature to survive (including payment, use restrictions,

confidentiality, IP, indemnity, warranty disclaimers, and liability limits) survive termination.

15. Dispute Resolution; Arbitration; Class Waiver

15.1 Escalation. The parties will first escalate disputes to senior management for good‐faith

resolution.

15.2 Arbitration. EXCEPT FOR SMALL‐CLAIMS MATTERS OR INJUNCTIVE RELIEF, DISPUTES WILL

BE RESOLVED BY BINDING ARBITRATION UNDER THE AAA COMMERCIAL RULES BEFORE A

SINGLE ARBITRATOR IN WILMINGTON, DELAWARE. NO CLASS, CONSOLIDATED, OR

REPRESENTATIVE ACTIONS. PARTIES WAIVE JURY TRIAL.

15.3 Confidentiality & Fees. The arbitrator will keep proceedings confidential, subject to legal

requirements, and may award fees/costs as permitted by law and the AAA Rules.

15.4 Injunctive Relief. Either party may seek provisional injunctive relief in court to protect IP,

Confidential Information, or data.

16. Miscellaneous

16.1 Independent Contractors. The parties are independent contractors; no partnership,

franchise, or agency is created.

16.2 Subcontractors. Pionyr may use subcontractors and remains responsible for their

performance.

16.3 Export Controls; Sanctions. Client will not use or export the Services in violation of U.S.

export/sanctions laws.

16.4 Assignment. Client may not assign without Pionyr’s written consent, except to a successor

in merger or sale of substantially all assets; any non‐permitted assignment is void. Pionyr may

assign to an affiliate or in connection with corporate transactions.

16.5 Force Majeure. Neither party is liable for delays/failures due to causes beyond reasonable

control (including Internet/carrier outages).

16.6 Entire Agreement; Precedence. This Agreement, the Order Page, any SOW, and any

executed DPA constitute the entire agreement and supersede prior terms. Order Page controls

fees/usage; then DPA/SOW; then this Agreement.

16.7 Amendments; Waiver. Changes must be in writing (including click‐accept). No waiver is

implied by delay/omission.

16.8 Severability. Invalid terms are modified to the minimum extent necessary; the remainder

stays in effect.

16.9 Electronic Signatures. Electronic signatures, click‐through approvals, and records are

enforceable.

16.10 Governing Law. Delaware law governs (without regard to conflicts rules), except the

Federal Arbitration Act governs arbitration.

17. Notices

Notices. All legal or termination notices must be in writing and sent by email to [email protected]

Routine billing or support notices may be sent electronically through the Client’s account. Client

notices shall be sent to the contact/address on the Order Page. Email is sufficient for routine

account/billing notices.