Last Updated: May 23, 2025

WELCOME TO ERGO! THESE TERMS OF SERVICE ("TERMS") REPRESENT A BINDING LEGAL AGREEMENT BETWEEN YOU OR THE ENTITY YOU REPRESENT ("CUSTOMER," "YOU," "YOUR") AND ERGO ("ERGO," "WE," "US," "OUR") CONCERNING YOUR ACCESS TO AND USE OF OUR PROPRIETARY SOFTWARE-AS-A-SERVICE PLATFORM AND RELATED SERVICES (COLLECTIVELY, THE "PLATFORM").

BY REGISTERING FOR, ACCESSING, OR UTILIZING THE PLATFORM, OR BY CLICKING AN "ACCEPT" OR SIMILAR BUTTON OR CHECKBOX REFERENCING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, OR ANOTHER LEGAL ENTITY, YOU REPRESENT THAT YOU POSSESS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PLATFORM.

1. Our Platform and Your Access

1.1. Platform Overview: Ergo provides a cloud-based software platform designed to surface AI to automate your sales operations. Any content, data, information, or materials you or your authorized users post, upload, transmit, share, store, or otherwise make available through the Platform is termed "Customer Content." You are solely responsible for all Customer Content you provide. Further details regarding Customer Content, including ownership, are outlined in Section 8.2. The Platform may also incorporate templates, guides, documentation, and other information to assist your use ("Ergo Materials"). You will not receive or have access to the underlying source code or compiled code of the software that powers the Platform (the "Software") itself.

1.2. Access Grant: Subject to your full compliance with these Terms and any applicable ordering document or online registration process that refers to these Terms and specifies the commercial terms of your access ("Order"), Ergo grants you a limited, non-exclusive, non-sublicensable, non-transferable (except as expressly permitted herein) right to access and use the Platform during the agreed-upon term specified in your Order ("Subscription Term"). This access is solely for your internal business operations and is restricted to individuals you authorize ("Users").

1.3. Ergo's Intellectual Property: Ergo and its licensors own and shall retain all right, title, and interest, including all intellectual property rights (such as patents, copyrights, trademarks, trade secrets), in and to the Platform, Software, Ergo Materials, and any technology, know-how, or derivative works related thereto, including any modifications, enhancements, or updates ("Ergo IP"). No rights or licenses are granted to you by implication or otherwise, except as expressly set forth in these Terms.

1.4. User Permissions and Affiliates: The Platform includes features allowing you to manage User access and assign permissions for various functionalities ("Permissions"). You are solely responsible for configuring and managing all Permissions, including designating which Users can administer such Permissions. Ergo bears no responsibility for managing Permissions and no liability for the Permissions settings implemented by you or your Users. You may extend access to the Platform and Ergo Materials to your Affiliates (defined as any entity that directly or indirectly controls, is controlled by, or is under common control with you, where "control" means ownership of more than 50% of voting power). If you do so, all rights granted and obligations incurred under these Terms shall apply to such Affiliates. You represent and warrant that you are fully responsible for any breach of these Terms by your Affiliates and that you have the authority to bind your Affiliates to this Agreement. All payment obligations will remain your responsibility, regardless of Affiliate use. Any claim against Ergo by an Affiliate must be brought by you.

2. Acceptable Use and Conduct

2.1. Your Responsibilities: You are responsible for all activities conducted under your User accounts, except where such activity is directly caused by a third party exploiting a verifiable vulnerability within the Platform itself. You will ensure your Users are aware of and adhere to the obligations and restrictions outlined in these Terms, and you will be liable for any breach of these Terms by your Users.

2.2. Prohibited Uses: You agree that you will not, and will not permit Users or any third party to, directly or indirectly: (a) copy, modify, translate, or create derivative works based on the Platform or Ergo IP; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, underlying structure, ideas, or algorithms of the Platform, except to the extent such restriction is prohibited by applicable law; (c) sell, resell, license, sublicense, lease, rent, assign, distribute, time-share, or otherwise commercially exploit or make the Platform available to any third party, other than as expressly permitted for Users; (d) remove, alter, or obscure any copyright, trademark, or other proprietary notices, legends, or Ergo branding on or in the Platform; (e) use the Platform in a manner that violates any applicable local, state, national, or international law or regulation; (f) attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Platform, its servers, or any connected network, including by deploying viruses, malware, or other harmful code, or by using methods such as denial-of-service attacks; (g) use or access the Platform to develop or support, or assist a third party in developing or supporting, products or services competitive with Ergo's offerings; or (h) attempt to probe, scan, or test the vulnerability of the Platform or any Ergo system or network without prior written authorization from Ergo. If Ergo, in its reasonable judgment, determines that your or your Users' use of the Platform is causing or is likely to cause significant harm to Ergo or the Platform, or threatens the security, integrity, or availability thereof, Ergo may suspend your access to the Platform. Ergo will use commercially reasonable efforts under the circumstances to (i) notify you and provide an opportunity to remedy such violation or threat before suspension; (ii) limit the suspension to the minimum necessary scope and duration; and (iii) restore access promptly after the issue is resolved.

2.3. API Usage: If Ergo provides you with access to any Application Programming Interfaces ("APIs") as part of the Platform, Ergo may, at its discretion, establish and enforce limits on your API usage. You agree to comply with such limits. Ergo may also modify, suspend, or terminate your access to the APIs at any time, with reasonable notice where practicable.

3. Third-Party Integrations

The Platform may offer integrations or interoperability with third-party products, services, or applications not owned or controlled by Ergo (e.g., cloud storage providers, communication tools) ("Third-Party Services"). Your use of such Third-Party Services is optional. If you choose to use Third-Party Services, you may need to provide your login credentials or other access information to Ergo or directly to the Third-Party Service provider. You represent and warrant that you have the right to provide any such information for this purpose without violating the terms governing your use of the applicable Third-Party Service. Ergo does not endorse and is not responsible for any Third-Party Services. These Terms do not apply to your use of Third-Party Services; you may be required to agree to separate terms with the providers of those services. ERGO EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THIRD-PARTY SERVICES. Any issues or claims related to Third-Party Services must be directed to the respective providers. Your use of Third-Party Services is at your own risk, and Ergo shall have no liability or obligation whatsoever arising from or related to such Third-Party Services, including your use or inability to use them.

4. Fees and Payment Terms

4.1. Fees: You agree to pay all fees for access to and use of the Platform as specified in the applicable Order ("Fees"). All Fees shall be paid in the currency indicated in the Order or, if not specified, in U.S. Dollars. Payment obligations are non-cancelable, and Fees paid are non-refundable, except as expressly provided in these Terms. Ergo reserves the right to modify its Fees or introduce new charges upon reasonable notice to you (e.g., at the end of a Subscription Term). You may choose not to renew your subscription if you disagree with any new or revised Fees.

4.2. Payment Processing: Ergo, directly or via a third-party payment processor ("Payment Processor"), will charge your chosen payment method (e.g., credit card, ACH) for the Fees, based on the payment information you provide. You authorize Ergo to charge your payment method for all services procured under an Order, including recurring Fees. It is your responsibility to maintain current and accurate payment information with Ergo; failure to do so may lead to suspension of your access to the Platform. Ergo may offset any amounts due from you. If you pay Fees through a Payment Processor, such payment processing is subject to the Payment Processor’s terms, conditions, and privacy policies in addition to these Terms. Ergo is not responsible for errors or omissions by the Payment Processor. Ergo may correct any billing errors made by the Payment Processor, even if payment has already been requested or received. If authorized by you in an Order, recurring charges will be applied to your payment instrument without further authorization until you terminate this Agreement as per its terms or update your payment method in your Platform account.

4.3. Taxes: Fees are exclusive of any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, imposed by any jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases under these Terms. If Ergo is legally obligated to pay or collect Taxes for which you are responsible, Ergo will invoice you for that amount, and you will pay it, unless you provide Ergo with a valid tax exemption certificate from the appropriate taxing authority in advance. Ergo is solely responsible for taxes based on its own income, property, and employees.

4.4. Late Payments: If you fail to pay any Fees by the due date, Ergo may suspend your access to the Platform until such overdue amounts are paid. You also authorize Ergo to make multiple attempts to charge your payment instrument if an initial attempt fails. If you believe Ergo has billed you incorrectly, you must notify Ergo in writing within sixty (60) days of the date of the first billing statement containing the disputed amount to be eligible for an adjustment or credit. Upon receiving a dispute notice, Ergo will review it and provide you with a written decision, including supporting documentation. If Ergo reasonably determines the billed amounts are due, you will pay such amounts (if unpaid) within ten (10) days of Ergo’s notification.

5. Agreement Duration and Termination

5.1. Term and Renewals: Your subscription to access and use the Platform begins on the start date specified in the applicable Order ("Subscription Start Date") and continues for the specified Subscription Term. Unless otherwise stated in an Order, paid subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the relevant Subscription Term (or as otherwise managed through your account settings within the Platform). You may provide notice of non-renewal by contacting Ergo at ishan@ergo.com (provided Ergo confirms receipt in writing) or by managing your subscription via your Platform account. These Terms commence on the Subscription Start Date and remain in effect for the duration of all Subscription Terms, including renewals, and any period during which you use the Platform, even if not under a paid Order (the "Agreement Term"). Termination of these Terms will automatically terminate all active Orders. If your paid subscription is canceled or not renewed, your access may be downgraded to a limited-feature, free version of the Platform, if offered by Ergo ("Basic Tier"), allowing view-only access to existing data. If you or Ergo terminate these Terms, or if you delete your account, access to any Basic Tier may also be terminated.

5.2. Termination for Cause: Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice detailing the breach. Ergo may terminate your access to any Basic Tier at any time, without notice.

5.3. Consequences of Termination: If you terminate these Terms due to Ergo's uncured material breach, Ergo will refund any prepaid, unused Fees covering the remainder of the then-current Subscription Term. If Ergo terminates these Terms due to your uncured material breach, you will pay any unpaid Fees for the remainder of the then-current Subscription Term. Termination shall not relieve you of the obligation to pay any Fees accrued or payable to Ergo prior to the effective date of termination. Upon any termination of these Terms, all rights and licenses granted to you by Ergo hereunder will immediately cease, and you will no longer have the right to access or use the Platform. Within thirty (30) days of termination of this Agreement for cause by you, upon your written request, or if you delete your account via the Platform, Ergo will delete your Customer Content, unless earlier deletion is requested in writing. Ergo may delete Customer Content associated with a Basic Tier account if such account remains inactive for one (1) year or more.

5.4. Survival: The sections titled "Ergo's Intellectual Property," "Third-Party Integrations," "Fees and Payment Terms," "Agreement Duration and Termination," "Representations and Disclaimers," "Limitation of Liability," "Confidentiality," "Data Management and Privacy," and "Miscellaneous Provisions" shall survive any termination or expiration of these Terms.

6. Representations and Disclaimers

6.1. Your Representations: You represent and warrant that all Customer Content provided by you or your Users complies with all applicable laws, rules, and regulations, and that you have all necessary rights to provide and use such Customer Content in connection with the Platform.

6.2. DISCLAIMER OF WARRANTIES: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PLATFORM AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ERGO EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ERGO DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT ERGO DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ERGO BE LIABLE WITH RESPECT TO ANY CAUSE RELATED TO OR ARISING OUT OF THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER LEGAL THEORY, FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES; (B) ANY DAMAGES ARISING FROM LOSS OF USE, DATA, BUSINESS, REVENUE, OR PROFITS; INTERRUPTION OF SERVICE; COST OF SUBSTITUTE SERVICES; OR LOSS OF GOODWILL; OR (C) ANY AGGREGATE DAMAGES EXCEEDING THE TOTAL FEES PAID OR PAYABLE BY YOU TO ERGO FOR THE PLATFORM THAT IS THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THESE LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

8. Confidentiality

8.1. Definition of Confidential Information: "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Ergo’s Confidential Information includes, without limitation, non-public aspects of the Platform, its features, functionality, and performance. Your Confidential Information includes non-public Customer Content and Account Information (as defined below). The terms of any Order and this Agreement itself shall be deemed Confidential Information of both parties. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

8.2. Protection and Use: The Receiving Party will: (a) protect the Disclosing Party’s Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature, but not less than reasonable care; (b) limit access to the Confidential Information to its employees, affiliates, subcontractors, agents, consultants, legal advisors, and financial advisors ("Representatives") who have a need to know such information in connection with these Terms and who are bound by confidentiality obligations no less protective than those herein; (c) not disclose any Confidential Information of the Disclosing Party to any third party without the Disclosing Party’s prior written consent, except as expressly permitted; and (d) not use the Disclosing Party’s Confidential Information for any purpose outside the scope of these Terms. Either party may disclose the terms of this Agreement or the name of the other party to prospective investors or acquirers, provided such persons are bound by customary confidentiality obligations.

8.3. Compelled Disclosure: The Receiving Party may disclose Confidential Information of the Disclosing Party if legally compelled to do so by a court or governmental authority. To the extent legally permitted, the Receiving Party shall provide the Disclosing Party with prompt prior notice of such compelled disclosure and reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure.

8.4. Feedback: You may, from time to time, provide suggestions, comments, ideas, improvements, or other feedback regarding the Platform ("Feedback"). Feedback does not include your Confidential Information or Customer Content. You hereby grant Ergo and its assigns a worldwide, royalty-free, perpetual, irrevocable, transferable, and sublicensable right and license to use, disclose, reproduce, modify, create derivative works from, distribute, display, and otherwise exploit any Feedback in any manner Ergo deems appropriate, without any obligation, compensation, or restriction, provided that Ergo will not publicly identify you as the source of such Feedback without your prior consent.

9. Data Management and Privacy

9.1. Account Information: To access and use the Platform, you and your Users may be required to provide certain information such as names, email addresses, IP addresses, browser types, and operating system details ("Account Information"). You grant Ergo and its subprocessors the right to store, process, and retrieve Account Information in connection with providing and supporting the Platform. You represent and warrant that you have obtained all necessary consents and rights to transfer Account Information to Ergo and for Ergo to process it as contemplated by these Terms. You are responsible for all Account Information provided.

9.2. Customer Content License: You grant Ergo and its subprocessors a non-exclusive, worldwide, royalty-free, fully paid-up, transferable (solely in connection with an assignment of this Agreement) right and license to use, process, transmit, and display Customer Content solely to the extent necessary to provide, maintain, and improve the Platform for you and your Users. Except for the limited rights and licenses granted herein, you retain all right, title, and interest in and to your Customer Content.

9.3. Platform Usage Data: As you and your Users interact with the Platform, Ergo may collect data related to the performance, operation, and use of the Platform ("Usage Data"). Provided that such Usage Data is aggregated, anonymized, and does not identify you, your Users, or any individual, nor disclose your Confidential Information or Customer Content, Ergo may use such Usage Data for any lawful purpose, including to analyze and improve the Platform, develop new products and services, and for industry benchmarking. Ergo owns all right, title, and interest in and to such aggregated and anonymized Usage Data.

9.4. Data Security: Ergo will implement and maintain reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Content and Account Information ("Customer Data"). However, you acknowledge that no security measures are infallible, and you are responsible for maintaining appropriate security, protection, and backup of your own hardware, software, systems, information, and Customer Data outside of the Platform.

10. Miscellaneous Provisions

10.1. Publicity: Neither party shall use the other party's name, logo, trademarks, or service marks in any public announcement, press release, or marketing materials without the other party's prior written consent. However, Ergo may identify Customer by name as a user of the Platform in a general customer list, subject to Customer's right to request removal.

10.2. Force Majeure: Neither party will be liable for any failure or delay in performing its obligations hereunder (except for payment obligations) due to events beyond its reasonable control, which may include but are not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, labor disputes (not involving the affected party's own employees), governmental actions, or failures of third-party hosting providers or utility services, provided that the affected party uses reasonable efforts to notify the other party and to resume performance as soon as practicable.

10.3. Modifications to Terms: Ergo reserves the right to modify these Terms from time to time. If we make material changes to these Terms, we will provide you with notice through the Platform or by sending an email to the address associated with your account. Your continued use of the Platform after the effective date of such changes constitutes your acceptance of the modified Terms. It is your responsibility to review these Terms periodically.

10.4. Relationship of Parties: The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

10.5. No Third-Party Beneficiaries: These Terms are for the benefit of the parties hereto and their respective permitted successors and assigns and do not confer any rights or remedies upon any other person or entity.

10.6. Notices: All notices under these Terms will be in writing. Notices to Ergo shall be sent to ishan@joinergo.com or another address as Ergo may specify in writing. Notices to you will be sent to the email address associated with your account or provided through the Platform. Notices will be deemed given (a) when verified by written receipt if sent by courier or registered mail, (b) the business day after it is sent, if sent by email, or (c) the same day, if provided through the Platform.

10.7. Amendments and Waivers: No amendment or modification to these Terms will be effective unless in writing and signed by an authorized representative of both parties (except as provided in Section 10.3). No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. A waiver by either party of any term or condition of these Terms in any instance will not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof.

10.8. Severability: If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in full force and effect.

10.9. Assignment: Neither party may assign or delegate any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, Ergo may assign these Terms in their entirety (including all Orders), without your consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section shall be void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

10.10. Governing Law and Venue: These Terms, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of California, without regard to its conflict of laws principles or the United Nations Convention on the International Sale of Goods. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms or their formation, interpretation, or enforcement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also waives any right to a jury trial in connection with any action or litigation arising out of or related to these Terms. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.

10.11. Entire Agreement: These Terms, including all referenced pages and any applicable Orders, constitute the entire agreement between the parties concerning its subject matter and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency between the provisions in the body of these Terms and any exhibit, addendum, or Order, the terms of such exhibit, addendum, or Order shall prevail, provided it is mutually executed or expressly agreed to by both parties. No terms or conditions stated in a Customer purchase order or other Customer order documentation (excluding Orders) shall be incorporated into or form any part of these Terms, and all such terms or conditions shall be null and void.