Employees GPT Terms and Conditions

1. ACCEPTANCE OF TERMS

BY LOGGING INTO THE EMPLOYEES GPT PLATFORM USING YOUR USERNAME, PASSWORD, OR OTHER AUTHORIZED ACCOUNT CREDENTIALS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR LOGIN CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND YOUR AGREEMENT TO BE LEGALLY BOUND BY THEM.

Your acceptance may also occur by creating an account, purchasing Services, clicking an "I Agree," "Accept," "Continue," or similar button or checkbox, or otherwise accessing or using the Services.

Each time you log into, access, or use Employees GPT through your account credentials, you reaffirm your agreement to the Terms applicable to your use of the Services.

By logging into Employees GPT, you acknowledge that:

• You have been provided access to these Terms;
• You have had the opportunity to review these Terms;
• You understand that logging into Employees GPT using your account credentials constitutes acceptance of these Terms to the maximum extent permitted by applicable law;
• You agree to be legally bound by these Terms; and
• If you do not agree to these Terms, you must not log into, access, or use Employees GPT.

If you access Employees GPT on behalf of a business, corporation, limited liability company, partnership, organization, or other legal entity, you represent and warrant that you have authority to accept these Terms on behalf of that entity and bind that entity to these Terms.

2. ELECTRONIC ACCEPTANCE AND LOGIN ACKNOWLEDGMENT

YOUR LOGIN TO EMPLOYEES GPT USING YOUR USERNAME, PASSWORD, OR OTHER AUTHORIZED ACCOUNT CREDENTIALS CONSTITUTES ELECTRONIC ACCEPTANCE OF THESE TERMS AND CONDITIONS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

You expressly agree that logging into Employees GPT is an electronic action demonstrating your intent to access and use the Services subject to these Terms.

UpPluck Social LLC may maintain electronic records associated with account access and acceptance, including, where available and permitted by law:

• Account or user identification;
• Associated username or account information;
• Date and time of login;
• Date and time of acceptance;
• IP address;
• Device and browser information;
• Version of the Terms applicable at the time; and
• Other records reasonably necessary to document account access and acceptance.

To the extent permitted by applicable law, these electronic records may be used as evidence of account access and acceptance of these Terms.

If you permit another person to access Employees GPT using credentials issued to you or your organization, you remain responsible for authorized use of those credentials and for ensuring that authorized users comply with these Terms.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT LOG INTO OR USE EMPLOYEES GPT.

3. DESCRIPTION OF SERVICES

Employees GPT provides business software, artificial intelligence technology, automation, communication tools, and related services.

Depending upon the Customer's subscription, configuration, and purchased Services, Employees GPT may provide:

• Artificial intelligence employees and agents;
• AI voice agents;
• Telephone and voice communications;
• SMS and text messaging;
• Email communications;
• Website chat;
• Social media and messaging integrations;
• CRM functionality;
• Lead and contact management;
• Workflow automation;
• Marketing automation;
• Appointment scheduling;
• Reporting and analytics;
• Third-party integrations;
• APIs;
• Business process automation;
• AI-generated content and responses; and
• Related software and professional services.

Available features may vary by subscription, configuration, integration, location, and third-party availability.

Employees GPT may improve, modify, replace, add, or discontinue features as the platform evolves.

4. ACCOUNT REGISTRATION AND SECURITY

You agree to provide accurate, complete, and current information when establishing and maintaining an Employees GPT account.

You are responsible for maintaining the confidentiality and security of your username, password, API credentials, authentication information, and other account credentials.

You are responsible for activities conducted through your account by you and your authorized users.

You must promptly notify Employees GPT if you reasonably believe your account or credentials have been compromised.

UpPluck Social LLC and Employees GPT are not responsible for losses resulting from unauthorized account access caused by your failure to reasonably secure your account or credentials.

5. CUSTOMER RESPONSIBILITIES

You are responsible for your use of Employees GPT and for the actions of employees, contractors, agents, representatives, and other individuals authorized to use your account.

You are responsible for:

• Your business operations;
• Customer and prospect information entered into Employees GPT;
• Contact lists;
• Communications initiated through your account;
• Marketing campaigns;
• Obtaining legally required permissions and consents;
• Reviewing AI-generated communications and actions where appropriate;
• Configuring your account appropriately;
• Compliance with laws applicable to your business and communications;
• Maintaining appropriate copies or backups of information important to your business; and
• Ensuring your authorized users comply with these Terms.

6. FEES AND PAYMENT

You agree to pay all fees associated with the Services you purchase.

Fees may include:

• Subscription fees;
• Setup fees;
• Implementation fees;
• Activation fees;
• Professional service fees;
• Integration fees;
• Usage fees;
• Telecommunications fees;
• Development or customization fees;
• Training fees; and
• Other charges disclosed at the time of purchase or agreed to in writing.

Unless otherwise agreed in writing, subscription fees may be billed in advance.

Usage-based Services may be billed in arrears, deducted from prepaid balances, or billed according to the applicable plan.

You authorize Employees GPT and its payment service providers to charge your payment method for amounts properly due under your account.

Applicable taxes may be added where required by law.

Failure to make payment when due may result in suspension or termination of Services.

7. ALL SALES AND TRANSACTIONS ARE FINAL

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SALES AND TRANSACTIONS ARE FINAL AND NON-REFUNDABLE.

Subscription payments, setup fees, implementation fees, activation fees, professional service fees, development fees, customization fees, integration fees, usage fees, telecommunications charges, prepaid credits, and other amounts paid to Employees GPT or UpPluck Social LLC are non-refundable once paid except where a refund is expressly required by applicable law or expressly authorized by UpPluck Social LLC in writing.

Refunds or credits will not ordinarily be provided for:

• Unused subscription periods;
• Unused features;
• Unused credits;
• Unused minutes or messages;
• Customer inactivity;
• Failure to use available Services;
• Change of mind;
• Customer cancellation after payment;
• Failure to complete onboarding;
• Customer configuration issues; or
• Services already performed.

Setup, onboarding, implementation, configuration, customization, development, migration, and integration fees are non-refundable once work has commenced.

Nothing in this section eliminates or restricts a right that cannot legally be waived.

8. RECURRING SUBSCRIPTIONS

If Services are purchased on a recurring subscription basis, the subscription will continue and renew according to the billing frequency and terms presented when purchased or contained in an applicable order form, proposal, or service agreement.

You authorize Employees GPT to process recurring payments using the payment method associated with your account.

Customers are responsible for cancelling recurring Services according to the applicable cancellation procedure before the next billing date if they do not wish to renew.

Cancellation prevents future Services and billing as provided by the applicable plan but does not create a right to reimbursement of amounts previously paid except where required by applicable law.

9. THIRTY-DAY LIMITED SOFTWARE WARRANTY

Employees GPT provides a thirty (30) calendar day limited software warranty beginning on the initial activation or delivery date of the applicable Employees GPT software implementation.

During this thirty-day period, Employees GPT warrants that the applicable software will substantially perform according to its documented functionality when properly configured and used under normal operating conditions.

If a reproducible software defect attributable to Employees GPT is reported during the warranty period, Employees GPT will use commercially reasonable efforts to diagnose and correct the defect.

The warranty is limited to correction of qualifying software defects and does not constitute a guarantee of uninterrupted operation or particular business results.

The warranty does not cover problems caused by:

• Customer misuse;
• Unauthorized modifications;
• Improper Customer configuration;
• Customer-provided data;
• Customer hardware;
• Internet connectivity;
• Telecommunications carriers;
• Third-party software;
• Third-party APIs or integrations;
• Social media platforms;
• Email providers;
• Hosting providers;
• Changes made by third-party platforms;
• Cybersecurity incidents outside our reasonable control; or
• Other circumstances outside Employees GPT's reasonable control.

10. SOFTWARE UPDATES AND MAINTENANCE

During an active paid subscription, standard software maintenance and software, platform, or manufacturer updates made generally available by Employees GPT for the subscribed Services are included unless otherwise stated in the Customer's service agreement.

Included updates may include:

• Bug fixes;
• Security patches;
• Maintenance releases;
• Compatibility updates;
• Performance improvements;
• General software updates; and
• Improvements to existing functionality.

Employees GPT may automatically deploy updates where reasonably necessary for security, stability, compatibility, functionality, or continued operation.

Included updates do not include custom software development, custom integrations, separately priced premium products or modules, data migration, professional services, third-party fees, hardware, or other Services not included in the Customer's subscription.

11. ARTIFICIAL INTELLIGENCE SERVICES

Employees GPT uses artificial intelligence, machine learning, large language models, voice technologies, automated systems, and other technologies.

Artificial intelligence systems may produce inaccurate, incomplete, unexpected, outdated, or inappropriate results.

Employees GPT does not guarantee that every AI-generated response, recommendation, summary, classification, transcript, action, or output will be accurate or appropriate.

Customers are responsible for determining the appropriate level of human review and supervision for their use of AI Services.

Employees GPT should not be relied upon as a substitute for qualified legal, medical, financial, accounting, tax, or other licensed professional advice.

12. NO GUARANTEE OF BUSINESS RESULTS

Employees GPT provides software, technology, automation, and related Services. Employees GPT does not guarantee any particular business result.

No guarantee is made regarding:

• Leads;
• Appointments;
• Sales;
• Revenue;
• Profits;
• Conversion rates;
• Customer retention;
• Marketing performance;
• Productivity;
• Cost reductions;
• Customer response rates; or
• Return on investment.

Business results depend on numerous factors outside Employees GPT's control.

13. TELEPHONE, SMS, EMAIL AND COMMUNICATIONS COMPLIANCE

Customers using Employees GPT to make telephone calls, send SMS/text messages, send emails, deliver automated communications, operate AI voice agents, or otherwise communicate with individuals are responsible for ensuring their communications comply with applicable federal, state, and local laws and regulations.

Customers are responsible for obtaining and maintaining any legally required consent or authorization from recipients.

The Customer is responsible for the content, recipients, frequency, timing, purpose, and legality of communications initiated through its Employees GPT account.

Employees GPT provides communications technology and does not independently determine whether a Customer possesses legally sufficient consent to contact a particular person.

14. THIRD-PARTY SERVICES AND INTEGRATIONS

Employees GPT may integrate with or depend upon third-party platforms, telecommunications carriers, AI providers, hosting providers, payment processors, CRM systems, social networks, email providers, APIs, and other external services.

Employees GPT does not control these third parties.

Third-party providers may change pricing, functionality, policies, APIs, security requirements, availability, or terms.

Employees GPT cannot guarantee that any third-party service or integration will remain available indefinitely.

To the maximum extent permitted by applicable law, Employees GPT and UpPluck Social LLC are not responsible for outages, delivery failures, data loss, account suspensions, API changes, feature limitations, policy changes, or interruptions caused by third-party providers outside our reasonable control.

15. CUSTOMER DATA

As between the Customer and UpPluck Social LLC, the Customer retains ownership of Customer data submitted to Employees GPT, subject to the rights necessary for Employees GPT to provide the Services.

You grant UpPluck Social LLC and Employees GPT the limited right to host, store, process, transmit, reproduce, and otherwise use Customer data as reasonably necessary to provide, maintain, secure, support, and operate the Services, subject to applicable law and our Privacy Policy.

You represent that you have all rights, permissions, consents, and lawful bases necessary to provide such information to Employees GPT and authorize its processing.

16. ACCEPTABLE USE

You may not use Employees GPT to:

• Violate applicable laws or regulations;
• Commit or facilitate fraud;
• Harass, threaten, or unlawfully discriminate against others;
• Send unlawful or unauthorized communications;
• Distribute malware or malicious software;
• Attempt unauthorized access to systems or accounts;
• Interfere with platform security;
• Circumvent usage or security restrictions;
• Infringe intellectual property rights;
• Violate privacy rights;
• Reverse engineer the software except where such restriction is prohibited by law;
• Resell Services without authorization;
• Conduct unlawful activities; or
• Engage in conduct creating unreasonable legal, security, reputational, or operational risk.

Employees GPT may suspend or terminate accounts reasonably believed to violate these requirements.

17. INTELLECTUAL PROPERTY

UpPluck Social LLC retains all right, title, and interest in and to Employees GPT and its proprietary technology, including software, source code, object code, interfaces, workflows, designs, documentation, databases, trademarks, trade names, branding, processes, methodologies, and other intellectual property.

Your subscription provides a limited, non-exclusive, non-transferable, revocable right to access and use the subscribed Services for authorized business purposes during your active subscription.

No ownership interest in Employees GPT or UpPluck Social LLC intellectual property is transferred to you.

18. SERVICE AVAILABILITY

Employees GPT strives to provide reliable Services but does not guarantee uninterrupted, continuous, or error-free operation.

Service interruptions may occur because of:

• Maintenance;
• Software updates;
• Internet outages;
• Telecommunications failures;
• Hosting outages;
• Third-party failures;
• Cybersecurity incidents;
• API failures;
• Software issues;
• Force majeure events; or
• Circumstances outside our reasonable control.

Unless expressly provided in a separate written service-level agreement, temporary interruption of Services does not automatically entitle the Customer to a refund or service credit.

19. DISCLAIMER OF WARRANTIES

EXCEPT FOR THE EXPRESS THIRTY-DAY LIMITED SOFTWARE WARRANTY PROVIDED IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EMPLOYEES GPT AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

UPPLUCK SOCIAL LLC AND EMPLOYEES GPT DISCLAIM ALL OTHER WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND RESULTS.

Where applicable law does not permit a particular disclaimer or exclusion, that disclaimer or exclusion shall apply only to the maximum extent permitted by law.

20. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPPLUCK SOCIAL LLC, EMPLOYEES GPT, AND THEIR OWNERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, LICENSORS, SERVICE PROVIDERS, SUCCESSORS, AND ASSIGNS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

THIS INCLUDES, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR COSTS OF SUBSTITUTE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF UPPLUCK SOCIAL LLC AND EMPLOYEES GPT ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY THE CUSTOMER TO EMPLOYEES GPT FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

21. INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless UpPluck Social LLC, Employees GPT, and their owners, members, officers, directors, employees, contractors, agents, affiliates, licensors, service providers, successors, and assigns from claims, liabilities, damages, losses, judgments, penalties, costs, and reasonable attorneys' fees arising out of or relating to:

• Your use or misuse of Employees GPT;
• Your violation of these Terms;
• Communications made through your account;
• Your marketing activities;
• Your violation of applicable law;
• Your failure to obtain legally required consent;
• Customer data or content supplied through your account;
• Your infringement of third-party rights; or
• Actions taken by your employees, contractors, agents, or authorized users.

22. SUSPENSION AND TERMINATION

Employees GPT may suspend or terminate access to the Services for reasons including:

• Nonpayment;
• Violation of these Terms;
• Suspected fraud;
• Unlawful activity;
• Security threats;
• Platform abuse;
• Unauthorized access;
• Material risk to the platform or other customers; or
• Conduct creating material legal, security, reputational, or operational risk.

Termination does not relieve the Customer of financial obligations incurred before termination.

23. GOVERNING LAW — COMMONWEALTH OF MASSACHUSETTS

These Terms and any dispute, controversy, claim, action, or proceeding arising out of or relating to these Terms, Employees GPT, the Services, transactions involving Employees GPT, or the relationship between the parties shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law principles, except where applicable law requires otherwise.

24. EXCLUSIVE VENUE — WORCESTER COUNTY, MASSACHUSETTS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY LAWSUIT, CLAIM, ACTION, OR JUDICIAL PROCEEDING ARISING OUT OF OR RELATING TO EMPLOYEES GPT, THESE TERMS, THE SERVICES, ANY TRANSACTION BETWEEN THE PARTIES, OR THE RELATIONSHIP BETWEEN THE PARTIES SHALL BE BROUGHT EXCLUSIVELY IN A COURT OF COMPETENT JURISDICTION LOCATED IN OR SERVING WORCESTER COUNTY, MASSACHUSETTS.

Where federal subject-matter jurisdiction exists, an action may be brought in the applicable United States District Court having jurisdiction over Worcester County, Massachusetts.

Each party consents, to the maximum extent permitted by applicable law, to personal jurisdiction and venue in such courts and waives objections based upon improper venue or inconvenient forum.

25. WAIVER OF JURY TRIAL

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN AN ACTION, CLAIM, OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, EMPLOYEES GPT, OR THE SERVICES.

26. FORCE MAJEURE

Employees GPT and UpPluck Social LLC shall not be liable for delay or failure to perform resulting from circumstances beyond their reasonable control.

These circumstances may include natural disasters, severe weather, fire, flood, war, terrorism, civil unrest, government actions, labor disputes, telecommunications failures, internet failures, utility failures, cyberattacks, third-party platform outages, hosting failures, epidemics, pandemics, or other events beyond reasonable control.

27. MODIFICATIONS TO SERVICES

Employees GPT is an evolving technology platform.

UpPluck Social LLC reserves the right to modify, improve, replace, update, add, or remove features where reasonably necessary for operation, security, technological advancement, regulatory compliance, compatibility, or continued development of the Services.

Not every modification constitutes a material change to the Customer's agreement.

28. CHANGES TO THESE TERMS

UpPluck Social LLC may revise these Terms from time to time.

Updated Terms may be posted on the Employees GPT website or presented through the Employees GPT platform.

Where required by applicable law, additional notice or affirmative acceptance will be obtained.

When revised Terms are presented or made reasonably available to the Customer in connection with platform access, continued login and use of Employees GPT after the revised Terms become effective constitutes acceptance of those revised Terms to the maximum extent permitted by applicable law.

29. SEVERABILITY

If a court determines that a provision of these Terms is invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent legally permissible.

The remaining provisions shall continue in full force and effect.

30. NO WAIVER

Failure by UpPluck Social LLC or Employees GPT to enforce a provision of these Terms does not constitute a waiver of that provision or any other right.

A waiver on one occasion does not constitute a waiver on another occasion.

31. ASSIGNMENT

You may not assign or transfer your rights or obligations under these Terms without prior written consent from UpPluck Social LLC.

UpPluck Social LLC may assign or transfer these Terms in connection with a merger, acquisition, financing, corporate restructuring, sale of assets, sale of Employees GPT, or other corporate transaction.

32. ENTIRE AGREEMENT

These Terms, together with any applicable Privacy Policy, order form, proposal, statement of work, service agreement, subscription agreement, or other agreement expressly incorporated by reference, constitute the agreement between the parties regarding the applicable Services.

If a separately executed written agreement expressly conflicts with these Terms, the specifically conflicting provision of the executed agreement shall control for the Services covered by that agreement.

33. SURVIVAL

Provisions that by their nature should survive termination shall survive termination or expiration of the Customer's account or subscription.

These provisions include, as applicable, payment obligations, intellectual property rights, disclaimers, limitations of liability, indemnification obligations, governing law, venue, dispute provisions, and other provisions intended by their nature to survive.

34. RELATIONSHIP OF THE PARTIES

Nothing in these Terms creates a partnership, joint venture, franchise, employment relationship, fiduciary relationship, or agency relationship between the Customer and UpPluck Social LLC.

Neither party has authority to bind the other except as expressly agreed in writing.

35. HEADINGS

Section headings are provided for convenience and do not affect the interpretation of these Terms.

36. ELECTRONIC AGREEMENT — YOUR LOGIN CONSTITUTES ACCEPTANCE

IMPORTANT — PLEASE READ CAREFULLY: YOUR LOGIN TO EMPLOYEES GPT CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.

By entering your username, password, or other authorized account credentials and successfully logging into Employees GPT, you acknowledge and agree that:

• You have been provided access to these Terms and Conditions;
• You have had an opportunity to review these Terms;
• You understand that these Terms constitute a legally binding agreement governing your access to and use of Employees GPT;
• Your use of your username, password, or other authorized credentials to log into Employees GPT constitutes your electronic acceptance of these Terms to the maximum extent permitted by applicable law;
• You agree to be legally bound by these Terms;
• Your electronic login and related account records may be maintained as evidence of your access and acceptance; and
• If you do not agree to these Terms, you must not log into, access, or use Employees GPT.

EACH TIME YOU LOG INTO EMPLOYEES GPT, YOU REAFFIRM YOUR AGREEMENT TO THE TERMS AND CONDITIONS APPLICABLE TO YOUR USE OF THE PLATFORM.

If these Terms are materially modified, Employees GPT may provide notice or require additional affirmative acceptance where required by applicable law.

37. CONTACT INFORMATION

Questions concerning these Terms and Conditions may be directed to:

UpPluck Social LLC

Employees GPT

Massachusetts, United States

Employees GPT is a product of UpPluck Social LLC.

© UpPluck Social LLC. All rights reserved.