Terms of Service

1. Parties and Acceptance

1.1 Agreement

These Terms of Service ("Terms") constitute a legally binding agreement between Zipd, Inc. ("Company," "we," "us," or "our") and the individual or entity accessing or using the Zipd.ai platform and associated services ("you," "your," or "Subscriber"). These Terms govern your access to and use of the Zipd.ai sales pipeline management platform, including any mobile applications, APIs, and related services (collectively, the "Platform").

1.2 Acceptance

By clicking 'I Agree,' creating an account, or otherwise accessing or using the Platform, you represent that:

• You have read and understood these Terms in full
• You have the legal authority to enter into this agreement on behalf of yourself or your organization
• You are at least 18 years of age
• Your use of the Platform will comply with all applicable laws and regulations

1.3 Business Agreement

If you are using the Platform on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms. In such case, 'you' and 'your' refers to that entity.

2. Description of Services

2.1 Platform Overview

Zipd.ai is a B2B sales pipeline management platform designed specifically for financial wholesalers, financial advisors, and their teams. The Platform provides tools for:

• Sales pipeline tracking and opportunity management
• Advisor relationship management and contact organization
• Team collaboration, task assignment, and activity logging
• AI-assisted follow-up drafting and workflow automation
• Sales analytics, reporting, and performance dashboards
• Agentic workflow features that automate sales activities

2.2 Scope Limitation

The Platform is designed as a sales relationship management tool. Zipd.ai is NOT a registered investment advisor, broker-dealer, insurance carrier, financial intermediary, or compliance management system. The Platform does not provide investment advice, execute trades or financial transactions, hold or process client funds, or serve as a recordkeeping system for regulatory purposes under FINRA, SEC, or similar authorities.

2.3 Service Tiers

The Platform is offered across multiple subscription tiers as described on our pricing page. Features available to you depend on your active subscription plan. We reserve the right to modify pricing and features with reasonable advance notice as described in Section 12.

3. Account Registration and Security

3.1 Account Creation

To access the Platform, you must create an account and provide accurate, current, and complete information. You agree to update your account information promptly if it changes. We reserve the right to reject or suspend accounts at our discretion.

3.2 Credentials

You are responsible for maintaining the confidentiality of your login credentials. You must immediately notify us at security@zipd.ai of any unauthorized use of your account. We are not liable for losses resulting from unauthorized access due to your failure to protect your credentials.

3.3 Authorized Users

If you subscribe to a team or enterprise plan, you may invite authorized users within your organization. You are responsible for all activity conducted by authorized users under your account and ensuring their compliance with these Terms.

4. Acceptable Use Policy

4.1 Permitted Use

You may use the Platform solely for your internal business purposes in connection with managing sales pipelines, advisor relationships, and associated business activities consistent with the Platform's intended functionality.

4.2 Prohibited Conduct

You agree NOT to:

• Input, store, or process non-public personal information (NPI) of end investors or consumers, including Social Security numbers, government-issued ID numbers, financial account numbers, biometric identifiers, or medical information
• Use the Platform to store data subject to HIPAA, GLBA, or similar consumer financial protection regulations beyond what is expressly permitted herein
• Use the Platform to provide investment advice, execute securities transactions, or engage in activities requiring a securities or insurance license
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform
• Reproduce, modify, distribute, or create derivative works based on the Platform without written authorization
• Use automated scraping, data mining, or harvesting tools against the Platform
• Introduce malicious code, viruses, or other harmful components
• Attempt to gain unauthorized access to other accounts or systems
• Use the Platform in any manner that violates applicable law, including data protection laws, anti-spam laws, or securities regulations
• Misrepresent your identity or affiliation with any person or entity

4.3 Data Responsibility

You are solely responsible for ensuring that data you input into the Platform complies with applicable law, including obtaining any required consents for processing contact information of individuals whose data you store. You represent that you have a lawful basis for processing any personal data you submit to the Platform.

5. Data Ownership and Intellectual Property

5.1 Your Data

You retain full ownership of all data, content, and information you submit to the Platform ("Subscriber Data"). We do not claim ownership of your Subscriber Data.

By submitting Subscriber Data to the Platform, you grant us a limited, non-exclusive, worldwide license to process, store, and display your Subscriber Data solely as necessary to provide the Platform and related services to you.

5.2 Our Intellectual Property

The Platform, including all software, algorithms, designs, trademarks, logos, and documentation, is owned by or licensed to the Company. These Terms do not grant you any rights in our intellectual property other than the limited license to use the Platform in accordance with these Terms.

5.3 Feedback

If you provide us with feedback, suggestions, or ideas regarding the Platform, you grant us a perpetual, royalty-free, irrevocable license to use and incorporate such feedback into the Platform without restriction or compensation.

5.4 Aggregated Data

We may collect and use aggregated, anonymized, de-identified data derived from your use of the Platform for product improvement, benchmarking, and analytical purposes. Such aggregated data does not identify you or any individual and remains our property.

6. Data Security and Privacy

6.1 Security Measures

We implement commercially reasonable administrative, technical, and physical security measures designed to protect your Subscriber Data against unauthorized access, disclosure, alteration, or destruction. These measures include:

• Encryption of data in transit using TLS 1.2 or higher
• Encryption of data at rest using industry-standard encryption protocols
• Access controls and role-based permissions
• Regular security monitoring and vulnerability assessments
• Incident response procedures

6.2 No Guarantee

No security system is impenetrable. We cannot guarantee absolute security of your Subscriber Data. In the event of a security incident materially affecting your data, we will notify you as required by applicable law.

6.3 Privacy Policy

Your use of the Platform is governed by our Privacy Policy, incorporated herein by reference. By using the Platform, you consent to the data practices described in our Privacy Policy.

6.4 NPI Prohibition

You acknowledge and agree that the Platform is not designed or authorized to store Non-Public Personal Information (NPI) as defined under the Gramm-Leach-Bliley Act, including but not limited to consumer financial account numbers, Social Security numbers, or detailed personal financial records of end clients. You agree not to input such data, and we disclaim all liability for any NPI inadvertently submitted in violation of these Terms.

7. Subscription, Payment, and Renewal

7.1 Subscription Plans

Access to the Platform requires a paid subscription. Subscription details, including pricing and feature access, are set forth on our pricing page and may be updated from time to time.

7.2 Payment Terms

You agree to pay all fees associated with your subscription plan. Unless otherwise stated, fees are:

• Billed in advance on a monthly or annual basis depending on your plan selection
• Non-refundable except as expressly stated in these Terms or required by applicable law
• Subject to applicable taxes, which you are responsible for

7.3 Auto-Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel prior to the renewal date. You authorize us to charge your payment method on file for each renewal period.

7.4 Price Changes

We may change subscription pricing with at least 30 days' advance written notice. Your continued use of the Platform after a price change takes effect constitutes acceptance of the new pricing.

7.5 Free Trials

We may offer free trial periods at our discretion. At the end of a free trial, your account will automatically convert to a paid subscription unless you cancel before the trial period ends.

7.6 Refund Policy

Except where required by applicable law, all subscription fees are non-refundable. If you cancel your subscription, you will retain access to the Platform through the end of your current billing period.

8. Confidentiality

8.1 Mutual Confidentiality

Each party agrees to keep confidential the other party's non-public business information disclosed in connection with these Terms, and to use such information only for the purposes of these Terms. This obligation does not apply to information that is publicly known, independently developed, or required to be disclosed by law.

8.2 Our Confidential Information

The Platform, including its underlying technology, algorithms, pricing, and business methodologies, constitutes our confidential information. You agree not to disclose such information to third parties.

9. AI Features and Agentic Functionality

9.1 AI-Generated Content

The Platform includes artificial intelligence features that generate suggested content, including follow-up drafts, pipeline recommendations, and activity summaries ("AI Output"). You acknowledge that:

• AI Output is generated based on patterns learned from your usage data and is not a substitute for professional judgment
• AI Output may contain errors, inaccuracies, or content inappropriate for your specific situation
• You are solely responsible for reviewing, editing, and approving any AI Output before use
• AI Output does not constitute financial, legal, compliance, or investment advice

9.2 Learning and Adaptation

Our AI systems learn from your usage patterns at the individual, team, and organization level to improve recommendations and workflow automation over time. This learning occurs using anonymized behavioral signals and does not involve sharing your data with other customers. You may opt out of AI learning features as described in your account settings.

9.3 No Reliance

You agree not to rely on AI Output for any compliance determination, regulatory filing, suitability assessment, or any decision that requires licensed professional judgment. We disclaim all liability for actions taken in reliance on AI Output.

10. Term and Termination

10.1 Term

These Terms are effective upon your account creation and continue until terminated in accordance with this Section.

10.2 Termination by You

You may cancel your subscription and terminate your account at any time through your account settings. Cancellation takes effect at the end of your current billing period.

10.3 Termination by Us

We may suspend or terminate your access to the Platform immediately and without notice if:

• You materially breach these Terms and fail to cure such breach within 10 days of written notice
• We have reasonable grounds to believe your use poses a security risk or legal liability
• You become insolvent or subject to bankruptcy proceedings
• We are required to do so by applicable law

10.4 Effect of Termination

Upon termination, your license to use the Platform ceases immediately. We will retain your Subscriber Data for 90 days following termination to allow you to export it. After 90 days, we may delete your Subscriber Data in accordance with our data retention policies. Sections 5, 8, 11, 13, and 14 survive termination.

10.5 Data Export

Prior to termination or upon request, you may export your Subscriber Data in standard formats via our export tools. We will cooperate with reasonable data portability requests.

11. Disclaimers

11.1 Platform Provided "As Is"

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

11.2 No Financial or Legal Advice

NOTHING IN THE PLATFORM OR THESE TERMS CONSTITUTES FINANCIAL, INVESTMENT, LEGAL, COMPLIANCE, OR TAX ADVICE. THE PLATFORM IS A PRODUCTIVITY AND SALES MANAGEMENT TOOL. YOU ARE SOLELY RESPONSIBLE FOR ENSURING YOUR USE OF THE PLATFORM COMPLIES WITH ALL APPLICABLE SECURITIES, INSURANCE, AND DATA PROTECTION LAWS.

11.3 Uptime

We do not warrant that the Platform will be uninterrupted, error-free, or free of harmful components. We will use commercially reasonable efforts to maintain Platform availability but do not guarantee any specific uptime level unless expressly stated in a separate Service Level Agreement.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

• WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, ARISING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM
• OUR TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100)
• THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE)

13. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from:

• Your use of the Platform in violation of these Terms
• Your Subscriber Data, including any claim that it infringes third-party rights or violates applicable law
• Your violation of any applicable law or regulation
• Any claim by a third party arising from your use of the Platform

14. Dispute Resolution

14.1 Informal Resolution

Before initiating formal proceedings, you agree to contact us at legal@zipd.ai and attempt to resolve the dispute informally for at least 30 days.

14.2 Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict of law principles.

14.3 Arbitration

Any dispute not resolved informally shall be resolved by binding arbitration under the American Arbitration Association (AAA) Commercial Arbitration Rules. Arbitration will take place in Orange County, California. The arbitrator's decision is final and binding. YOU WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTION LAWSUITS.

14.4 Exceptions

Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm, without waiving the right to arbitration for all other claims.

15. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide at least 30 days' advance written notice of material changes via email or prominent notice on the Platform. Your continued use after the effective date of changes constitutes acceptance. If you do not agree to the changes, you must stop using the Platform before they take effect.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any order forms or addenda, constitute the entire agreement between the parties regarding the Platform and supersede all prior agreements.

16.2 Severability

If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and all other provisions remain in full force.

16.3 No Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of that provision.

16.4 Assignment

You may not assign your rights under these Terms without our prior written consent. We may assign our rights and obligations without restriction, including in connection with a merger, acquisition, or sale of assets.

16.5 Force Majeure

We are not liable for failure to perform due to causes beyond our reasonable control, including natural disasters, government actions, cyberattacks, or infrastructure failures.

16.6 Notices

Notices to us must be sent to legal@zipd.ai or by certified mail to our principal place of business at Irvine, California, United States. We may send notices to your registered email address.

17. Contact Information