DealParley terms of service.

1. Acceptance

By creating an account, starting a free trial, purchasing a subscription, or otherwise accessing or using any part of the Services, you agree to be bound by these Terms and by our Privacy Policy (incorporated by reference). If you do not agree, do not access or use the Services. If you accept these Terms on behalf of an organization, you represent that you have the authority to bind that organization, and "you" refers to that organization and to any of its end users.

2. Eligibility

You must be at least 18 years of age, or the age of legal majority in your jurisdiction if higher. The Services are intended for use by sales professionals and business users; they are not directed to children. If you are a resident of the European Economic Area, the United Kingdom, or another jurisdiction with a higher digital-consent age, you must meet that local age threshold.

You may not use the Services if applicable law prohibits you from doing so, or if you are listed on any U.S. government list of prohibited or restricted parties.

3. Definitions

• "Customer Content" means any information, data, text, audio, transcripts, files, prospect or customer records, CRM data, call recordings, notes, documents, or other content that you or your end users submit, upload, transmit, or generate through the Services.
• "AI Outputs" means any text, suggestions, summaries, coaching prompts, pre-call plans, post-call analyses, scoring, or other content generated by the Services using artificial intelligence, machine learning, or large language models.
• "Subscription" means any paid plan, license, seat allocation, or recurring entitlement to use the Services.
• "Subscription Term" means the period covered by a Subscription, including any auto-renewal period, as set out in your order confirmation or in-app billing record.
• "Authorized User" means an individual you authorize to access and use the Services under your account.
• "Documentation" means the user-facing help center, in-product guidance, and published technical documentation we make available for the Services.

4. Services provided

DealParley provides AI-assisted sales coaching software. Features may include pre-call planning, real-time coaching during live sales conversations, transcription, call summaries, and integrations with third-party CRM and communications tools. Specific feature availability depends on your Subscription tier.

We may add, modify, suspend, or discontinue any feature at any time. For paid Customers, if we materially reduce a feature you are paying for during a paid Subscription Term, we will provide reasonable notice and, where the change has a material adverse impact, offer a pro-rata refund of unused fees as your sole remedy.

5. Account registration & security

To use most features, you must create an account. You agree to (a) provide accurate, current, and complete information; (b) maintain and promptly update that information; (c) safeguard your credentials and any authentication tokens; (d) not share your account or seats with any person other than an Authorized User; (e) notify us promptly at security@dealparley.ai of any unauthorized access or use; and (f) ensure each Authorized User complies with these Terms. You are responsible for all activity that occurs under your account, including by Authorized Users.

6. Subscriptions, fees, auto-renewal & cancellation

6.1 Subscriptions

Most paid features are made available on a recurring Subscription basis. The plan name, fees, billing frequency, number of seats, included usage allowances, and Subscription Term applicable to your Subscription are presented to you in the in-product checkout flow and confirmed in your order confirmation.

6.2 Auto-renewal disclosure

YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION TERM FOR A SUCCESSIVE TERM OF THE SAME LENGTH AT THE THEN-CURRENT RENEWAL RATE, UNLESS YOU CANCEL BEFORE THE END OF THE CURRENT TERM. WE WILL CHARGE THE PAYMENT METHOD ON FILE AT THE START OF EACH RENEWAL TERM. YOU MAY CANCEL AT ANY TIME AS DESCRIBED IN SECTION 6.5.

6.3 Express consent

By starting a Subscription, you (a) acknowledge the auto-renewal disclosure in Section 6.2, (b) authorize us to charge your payment method for the initial term and each renewal, and (c) consent to receive renewal-related notices by email and in-product.

6.4 Price changes

We may change Subscription fees from time to time. We will provide at least thirty (30) days' advance notice of any fee increase that will apply to your renewal, and you may cancel before the increase takes effect.

6.5 Cancellation

You may cancel your Subscription at any time, effective at the end of the then-current Subscription Term, by (a) using the in-product cancellation control in your account billing page, (b) emailing info@dealparley.ai with your account email, or (c) following the cancellation instructions in any renewal-reminder email. Cancellation is effective when we receive your request. After cancellation, your Subscription will not auto-renew and your access will end at the end of the paid period.

6.6 Reminder notices

Where required by law (including the California Automatic Renewal Law for subscriptions of one year or longer or where the renewal price exceeds applicable thresholds), we will send a renewal reminder by email between fifteen (15) and forty-five (45) days before each renewal. For subscriptions that include a free trial converting to paid auto-renewal, we will send a notice with cancellation instructions before the first charge.

6.7 Refunds

Except where required by law or as expressly stated in a separately signed order form, all fees are non-refundable. We do not pro-rate refunds for partial months, unused seats, or early cancellation. California residents who cancel within the period required by the California Automatic Renewal Law and other applicable consumer-protection laws are entitled to the refund rights provided by those laws.

6.8 Taxes

Fees are exclusive of all taxes, levies, and duties, which are your responsibility, except for taxes based on DealParley's net income.

6.9 Payment processing

We use third-party payment processors. By providing payment information, you authorize us and our processors to charge your payment method. You represent that any payment method you use is one you are authorized to use.

6.10 Failed payments

If a charge fails, we may suspend or downgrade your access until payment succeeds. We may retry the charge and update card information through industry-standard account updater services.

7. Free trials

We may offer free trials of paid features. Trials are subject to these Terms and any additional trial-specific terms presented at signup, including the trial duration and any required payment method. If the trial requires a payment method, the Subscription will convert to paid at the end of the trial unless you cancel before then. We make no representations or warranties regarding trial Services beyond what is required by law.

8. Recording consent & use during live conversations

THIS SECTION IS A MATERIAL CONDITION OF YOUR RIGHT TO USE THE SERVICES DURING LIVE CONVERSATIONS WITH THIRD PARTIES. READ IT CAREFULLY.

8.1 Your responsibility for lawful use

Many features of the Services (including real-time coaching, transcription, and recording) may capture or process audio, video, or text from conversations between you and third parties (including your prospects, customers, employees, contractors, or counterparties). You alone are responsible for ensuring that your use of the Services complies with all applicable laws, including federal and state wiretapping, eavesdropping, electronic-surveillance, two-party-consent / all-party-consent, telephone-consumer-protection, employee-monitoring, and data-protection laws in every jurisdiction relevant to you and the other parties to the conversation.

8.2 All-party-consent jurisdictions

Several U.S. states and many non-U.S. jurisdictions require the consent of all parties to a conversation before that conversation may be recorded or intercepted. As of the Effective Date, these U.S. states include California, Connecticut, Delaware, Florida, Illinois, Maryland, Massachusetts, Montana, New Hampshire, Pennsylvania, and Washington, among others. The list changes; you are responsible for verifying current law. If any participant in a conversation is located in such a jurisdiction, you must obtain that participant's consent before capturing, recording, transcribing, or otherwise processing the conversation through the Services.

8.3 Notice to counterparties

You agree to provide clear, prominent, and timely notice to all participants in a conversation that the conversation may be recorded, transcribed, or analyzed using AI-assisted tools, where required by law and in any event as a matter of professional good faith. We may provide optional pre-call disclosure tools, but using or configuring them remains your responsibility, and their availability does not relieve you of legal obligations.

8.4 Sensitive conversations

You will not use the Services to capture conversations or content that would expose DealParley, the counterparty, or any third party to liability under sector-specific laws, including HIPAA-covered protected health information (unless you have entered into a separate HIPAA Business Associate Agreement with us), attorney-client privileged communications (unless all parties consent in writing), GLBA-regulated financial information involving consumer-protection rules, or law-enforcement-restricted recordings.

8.5 Indemnification for recording-law violations

Without limiting Section 21, you will indemnify, defend, and hold DealParley harmless from and against any claim, demand, fine, penalty, or proceeding (civil, criminal, administrative, or regulatory) arising out of or relating to your alleged failure to comply with this Section 8 or with any applicable recording, surveillance, or privacy law.

8.6 Authority to use Customer Content

You represent and warrant that you have all rights, consents, licenses, and lawful bases necessary to (a) provide Customer Content to the Services, (b) instruct us to process Customer Content for the purposes set out in these Terms and our Data Processing Addendum, and (c) receive the AI Outputs derived from that Customer Content.

9. AI outputs, limitations & disclaimers

9.1 How AI Outputs are generated

The Services use large language models and other artificial intelligence and machine-learning technologies to generate AI Outputs based on Customer Content, your instructions, prompts, framework selections, and configuration. AI Outputs are produced probabilistically. They may be incomplete, inaccurate, biased, out-of-date, contradictory across sessions, or otherwise unsuitable for your purposes.

9.2 Not professional advice

AI Outputs are not legal, financial, accounting, tax, medical, regulatory-compliance, securities, fiduciary, or other professional advice. Do not rely on AI Outputs as a substitute for advice from a qualified human professional. If a sales conversation, deal structure, or representation has legal, financial, regulatory, or compliance implications, consult appropriate counsel before acting.

9.3 No guarantee of outcomes

We make no representation or warranty that the Services will improve your sales performance, increase your win rate, shorten your sales cycles, generate revenue, or produce any other business outcome. Sales results depend on factors entirely outside our control, including market conditions, product fit, your team's skill, your prospects' decision processes, and the accuracy of the information you provide.

9.4 User verification

You are solely responsible for reviewing AI Outputs before relying on, sharing, or acting on them. You will not present AI Outputs to third parties as if they had been authored by a human if doing so would mislead the recipient or violate any law, contract, or professional standard.

9.5 Ownership of inputs and outputs

As between you and DealParley, you retain all rights in Customer Content. Subject to your compliance with these Terms and payment of applicable fees, DealParley assigns to you (or grants you a perpetual, worldwide, royalty-free license to use, to the extent assignment is not legally available) AI Outputs generated for you through your account. The underlying models, training data, algorithms, software, and infrastructure remain the property of DealParley and its licensors and are not transferred.

9.6 Use of Customer Content to improve the Services

We will process Customer Content as a data processor on your behalf, solely to provide and support the Services, to comply with law, and to monitor for fraud or abuse. We will not use Customer Content to train, fine-tune, or otherwise improve general-purpose AI models offered to other customers, except (a) for short-term operational caches required to deliver the Services, (b) aggregated and de-identified statistics that do not identify you or any individual, or (c) where you have separately and expressly opted in. For Enterprise customers, our Data Processing Addendum governs these matters and controls in case of conflict.

9.7 Third-party AI model providers

The Services rely on AI model providers (including, as of the Effective Date, Cerebras, OpenAI, and others). Your Customer Content may be transmitted to these providers solely to generate AI Outputs for you, subject to confidentiality and data-protection commitments documented in our Privacy Policy and Data Processing Addendum. Model providers may change over time; we will maintain current information in our subprocessor list.

10. Acceptable use

You agree not to:

1. violate any applicable law, regulation, or third-party right;
2. infringe any intellectual property, privacy, publicity, or other right;
3. upload Customer Content that is unlawful, defamatory, obscene, harassing, threatening, or otherwise objectionable;
4. introduce any virus, worm, trojan horse, or malicious code;
5. attempt to gain unauthorized access to the Services or any related systems, accounts, or networks;
6. interfere with, disrupt, overburden, or degrade the Services, including through denial-of-service attacks or excessive automated requests;
7. scrape, crawl, harvest, or otherwise extract data from the Services by automated means, except as expressly permitted by a published API or robots.txt;
8. reverse engineer, decompile, or disassemble any part of the Services, or attempt to discover the underlying model weights, architecture, training data, or prompts, except to the extent such restriction is prohibited by applicable law;
9. use AI Outputs to train, develop, evaluate, or improve any competing artificial-intelligence model, language model, or sales-coaching product;
10. use the Services to generate misleading, deceptive, deepfake, impersonating, or fraudulent content, including content that would mislead a prospect or counterparty as to its source or authorship;
11. use the Services to send unlawful communications, including spam, unsolicited bulk telemarketing in violation of the TCPA, or messages in violation of CAN-SPAM, the GDPR's e-Privacy Directive, or similar laws;
12. use the Services to process the personal data of individuals in any manner not authorized by them or required by law;
13. impersonate any person or misrepresent your affiliation;
14. circumvent any rate limit, access control, license restriction, seat limit, or technical measure;
15. resell, sublicense, time-share, or operate the Services as a service bureau for non-licensed third parties; or
16. assist or permit any third party to do any of the foregoing.

We may, but are not obligated to, investigate suspected violations and take action we consider appropriate, including suspending or terminating access, removing Customer Content, throttling usage, or cooperating with law enforcement.

11. Customer content & data processing

11.1 Ownership

As between you and DealParley, you own all Customer Content and retain all rights, title, and interest in it.

11.2 License to DealParley

You grant DealParley a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, transmit, process, reproduce, modify, and create derivative works of Customer Content solely to (a) provide, secure, and support the Services for you, (b) generate AI Outputs you request, (c) comply with law and legitimate legal process, and (d) protect against fraud, abuse, or security incidents. This license terminates when you delete the Customer Content from the Services or close your account, except for backups retained per our standard retention schedule and content we are required by law to preserve.

11.3 Data Processing Addendum

For Customer Content that includes personal data subject to the GDPR, UK GDPR, the CCPA / CPRA, or similar laws, our Data Processing Addendum ("DPA") is incorporated by reference and controls our roles as processor / service provider. For Enterprise Customers, a separately executed DPA may apply and will control in the event of conflict.

11.4 Security

We maintain administrative, technical, and physical safeguards designed to protect Customer Content, as described in our Security Overview and DPA. No security program is perfect; you remain responsible for configuring access controls, choosing which content to upload, and complying with your own security obligations.

11.5 Aggregated and de-identified data

We may generate aggregated, de-identified, or anonymized data from your use of the Services and may use it for our own internal business purposes, including improving the Services, benchmarking, analytics, and reporting. Aggregated data will not identify you, your end users, or your counterparties.

11.6 Retention and deletion

Unless you instruct otherwise or applicable law requires retention, Customer Content is retained during the Subscription Term and for a commercially reasonable period after termination (currently 30 days for active deletion, 90 days for backups), after which it is deleted on our standard schedule. Export tools are available in-product; for assistance, contact info@dealparley.ai.

11.7 Telephony and recording metadata

When you use call-recording or transcription features, the Services may collect call metadata (timestamps, durations, participant identifiers, device information). This metadata is used to operate the Services and is governed by the Privacy Policy and DPA.

12. Feedback

If you provide suggestions, ideas, or feedback about the Services, you grant DealParley a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use and commercialize the feedback without obligation, attribution, or compensation. Feedback is provided voluntarily and without expectation of confidentiality.

13. Intellectual property

The Services, including all software, models, designs, text, graphics, logos, trademarks, and other elements (excluding Customer Content and AI Outputs as set out in Section 9.5), are owned by DealParley or its licensors and are protected by United States and international intellectual property laws. Subject to your compliance with these Terms, DealParley grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for their intended purpose during the Subscription Term. No other rights are granted by implication, estoppel, or otherwise. All rights not expressly granted are reserved.

"DealParley," the DealParley logo, and other DealParley marks are trademarks or service marks of DealParley LLC. You may not use them without our prior written consent. Trademarks of third parties (including AI model providers, CRM systems, and other integrations) are the property of their respective owners.

14. Third-party services & integrations

The Services may interoperate with third-party software, platforms, and services that you choose to connect, including CRM systems, calendar services, communication platforms, and analytics tools ("Third-Party Services"). Your use of any Third-Party Service is at your own risk and subject to the terms and policies of that provider. We are not responsible for any Third-Party Service's availability, content, accuracy, security, or practices. If a Third-Party Service is unavailable, we may modify or remove the corresponding integration.

You authorize DealParley to access Third-Party Services on your behalf using credentials, OAuth tokens, or API keys you provide, solely to provide the Services to you. You are responsible for complying with the Third-Party Service's terms.

15. Confidentiality

15.1 Confidential Information

Confidential Information means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked or identified as confidential, or that a reasonable person would understand to be confidential under the circumstances, including business plans, pricing not on our public website, financial information, product roadmaps, source code, prompts, and Customer Content.

15.2 Obligations

Recipient will (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; (b) use Confidential Information only as needed to perform under these Terms; and (c) not disclose Confidential Information to any third party, except to employees, contractors, advisors, or affiliates with a need to know and bound by confidentiality obligations at least as protective as those in this Section 15.

15.3 Exclusions

Confidential Information does not include information that (a) is or becomes publicly available without breach of these Terms; (b) was rightfully known to Recipient before disclosure; (c) is rightfully received from a third party without confidentiality obligation; or (d) is independently developed without use of or reference to the Discloser's Confidential Information.

15.4 Compelled disclosure

If Recipient is required by law to disclose Confidential Information, Recipient will (where lawful) give Discloser prompt notice and will limit disclosure to what is required.

15.5 Duration

Confidentiality obligations continue for five (5) years after disclosure, except that obligations regarding trade secrets continue for as long as the information remains a trade secret under applicable law. For Customer Content that is personal data, DealParley's obligations under the DPA also apply and survive indefinitely as required by law.

16. SMS & other electronic communications

16.1 Consent to SMS

By providing your mobile telephone number and separately opting in (for example, by checking a clearly labeled consent box or replying "YES" to a confirmation message), you provide your express written consent to receive recurring autodialed or pre-recorded SMS or MMS messages from DealParley at that number for the purposes described in the consent flow, which may include account alerts, security notices, scheduling messages, and informational updates.

16.2 Frequency and charges

Message frequency varies but will not exceed 10 messages per month per program unless you separately opt in to a higher-frequency program. Message and data rates may apply. Your carrier may charge for messages.

16.3 Opt-out and help

You may opt out at any time by replying STOP. You will receive a single confirmation. For help, reply HELP or contact info@dealparley.ai.

16.4 Carrier disclaimer

Carriers are not liable for delayed or undelivered messages.

16.5 Independence of consent

SMS consent is not a condition of using or purchasing the Services.

16.6 Email notices

You consent to receive electronic communications from us at the email address associated with your account, including transactional, billing, security, legal, and administrative notices. Electronic communications satisfy any legal requirement that the communication be in writing.

17. DMCA / copyright infringement

If you believe content available through the Services infringes your copyright, submit a notice under the Digital Millennium Copyright Act ("DMCA") to our designated agent:

DMCA Designated Agent
[Agent name and registration pending]
DealParley LLC
2108 N St #6192, Sacramento, CA 95816, USA
Email: info@dealparley.ai

Your notice must include the information required by 17 U.S.C. §512(c)(3). We may remove or disable access to allegedly infringing material and may terminate the accounts of repeat infringers.

18. Affiliates, parent entities & brand relationships

DealParley LLC is a separate legal entity. Where DealParley LLC is operated as part of a network of affiliated companies (including any parent, studio, sibling, or investor entity), each such entity is its own separate legal entity, with its own ownership, products, obligations, and liabilities. Your contract for the Services is exclusively with DealParley LLC. The fact that any affiliate is referenced, listed, or named in the Services, on our website, or in marketing materials does not (a) make any such affiliate a party to these Terms, (b) create joint liability between DealParley LLC and any affiliate, or (c) entitle you to bring claims arising from these Terms against any affiliate. Nothing in this Section is intended to relieve any affiliate of liability for its own separately documented obligations to you (for example, a separately signed agreement).

19. Disclaimer of warranties

EXCEPT AS EXPRESSLY SET FORTH IN A SEPARATELY SIGNED ENTERPRISE AGREEMENT, THE SERVICES, AI OUTPUTS, AND ALL OTHER MATERIALS PROVIDED BY DEALPARLEY ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, DEALPARLEY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, DEALPARLEY DOES NOT WARRANT THAT (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) DEFECTS WILL BE CORRECTED; (C) AI OUTPUTS WILL BE ACCURATE, COMPLETE, CURRENT, OR FIT FOR YOUR PURPOSES; (D) THE SERVICES WILL PRODUCE ANY SPECIFIC BUSINESS, REVENUE, OR PERFORMANCE OUTCOME; OR (E) THE SERVICES OR THEIR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IN SUCH JURISDICTIONS, THE EXCLUSIONS ABOVE APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

20. Limitation of liability

20.1 Exclusion of indirect damages

TO THE FULLEST EXTENT PERMITTED BY LAW, DEALPARLEY AND ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, ANTICIPATED DEALS, USE, OR DATA, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT DEALPARLEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20.2 Aggregate cap

TO THE FULLEST EXTENT PERMITTED BY LAW, DEALPARLEY'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID DEALPARLEY IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

20.3 AI-specific limitations

WITHOUT LIMITING SECTIONS 20.1 AND 20.2, DEALPARLEY WILL NOT BE LIABLE FOR (A) ANY LOSS, INACCURACY, OR HARM ARISING FROM YOUR RELIANCE ON AI OUTPUTS, (B) ANY BUSINESS OUTCOME (FAILED DEAL, LOST REVENUE, LOST OPPORTUNITY, REJECTED PROPOSAL) ATTRIBUTED TO THE SERVICES, OR (C) ANY CLAIM ARISING FROM YOUR FAILURE TO COMPLY WITH SECTION 8 (RECORDING CONSENT).

20.4 Carve-outs

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for (a) gross negligence, (b) willful misconduct, (c) fraud or fraudulent misrepresentation, or (d) personal injury or death caused by negligence.

20.5 Essential basis

The parties acknowledge that the limitations in this Section 20 are an essential basis of the bargain between them, and that DealParley would not provide the Services at current pricing without these limitations.

21. Indemnification

21.1 By you

You will defend, indemnify, and hold harmless DealParley and its affiliates, members, managers, officers, employees, contractors, agents, licensors, and suppliers from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your use or misuse of the Services, (b) Customer Content you submit or instruct us to process, (c) your breach of these Terms, the Acceptable Use Policy, or applicable law, including any breach of Section 8 (Recording Consent), (d) your violation of any third-party right (including intellectual property, privacy, publicity, or contract), or (e) any dispute between you and a third party (including a prospect, customer, or counterparty) arising out of your use of the Services.

21.2 By DealParley (intellectual property)

For Customers on a paid Subscription in good standing, DealParley will defend you against any third-party claim that the Services, as used in accordance with these Terms, infringe the third party's U.S. patent, copyright, or trademark, and will pay any final award or settlement DealParley approves. DealParley's obligations under this Section 21.2 do not apply to claims arising from (a) Customer Content; (b) modifications to the Services not made by DealParley; (c) combinations of the Services with anything not provided by DealParley, where the claim would have been avoided absent the combination; (d) AI Outputs, except to the extent the underlying model's verbatim training-derived output is at issue and DealParley has not provided a mitigation tool; or (e) use of the Services after notice that continued use exposes the user to infringement liability. This Section 21.2 is your sole and exclusive remedy for any third-party infringement claim related to the Services.

21.3 Procedure

The party seeking indemnification will (a) provide prompt written notice of the claim, (b) cede control of the defense to the indemnifying party (with the right to participate at its own expense through counsel of its choosing), and (c) reasonably cooperate. Neither party may settle a claim that admits liability or imposes obligations on the other party without that party's prior written consent, which will not be unreasonably withheld.

22. Privacy & data protection

Our collection, use, and disclosure of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference, and (where applicable) by our DPA.

22.1 California residents (CCPA / CPRA)

If you are a California resident, you have rights under the CCPA as amended by the CPRA, including rights to know, access, correct, delete, and limit the use of sensitive personal information, and to opt out of the sale or sharing of personal information. We do not sell personal information for monetary consideration. To exercise rights, see the Privacy Policy or email info@dealparley.ai.

22.2 Other U.S. state privacy rights

If you are a resident of Virginia, Colorado, Connecticut, Utah, Texas, Oregon, Montana, Iowa, Delaware, New Jersey, New Hampshire, Tennessee, Indiana, Kentucky, Maryland, Minnesota, Rhode Island, or any other U.S. state with a comprehensive consumer privacy law applicable to us, you have rights substantially similar to those in Section 22.1.

22.3 EU / EEA / UK / Switzerland residents

Your personal data is processed in accordance with the EU General Data Protection Regulation, the UK GDPR, and applicable local law. You have rights of access, rectification, erasure, restriction, portability, and objection, and the right to lodge a complaint with a supervisory authority. Our EU Representative under Article 27 GDPR is [representative appointment pending]; in the meantime, email info@dealparley.ai with "EU/UK representative" in the subject and we will route your request.

22.4 International data transfers

Where personal data is transferred from the EEA, the UK, or Switzerland to a country without an adequacy decision, we use appropriate safeguards, including the European Commission's Standard Contractual Clauses, the UK International Data Transfer Addendum, or other lawful transfer mechanisms.

22.5 HIPAA / sensitive sectors

The Services are not designed or intended for use with protected health information governed by HIPAA, criminal justice information governed by CJIS, payment card data governed by PCI-DSS, or other sector-specific regulated data, unless you have entered into a separate written addendum with us covering such use.

23. Dispute resolution; binding arbitration; class-action waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.

23.1 Informal resolution

Before initiating a formal proceeding, you and DealParley agree to attempt informal resolution. You will send a written notice of dispute to info@dealparley.ai describing the claim and the relief sought. The parties will negotiate in good faith for at least sixty (60) days.

23.2 Binding arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including their formation, interpretation, performance, or breach, will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where applicable, its Consumer Arbitration Rules. The arbitration will be conducted by a single arbitrator. The seat of arbitration is Wilmington, Delaware, and the arbitrator may permit remote participation. Judgment on the award may be entered in any court of competent jurisdiction.

23.3 Class-action waiver

YOU AND DEALPARLEY EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MULTIPLE PARTIES OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. If this class-action waiver is unenforceable, the entirety of Section 23.2 is null and void as to the claim to which the waiver does not apply, but the remainder of these Terms remains in effect.

23.4 Small-claims carve-out

Either party may bring an individual action in small-claims court for any claim within that court's jurisdiction in lieu of arbitration.

23.5 Equitable relief carve-out

Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent or stop infringement, misappropriation, or unauthorized disclosure of intellectual property or Confidential Information, including unauthorized use of the Services.

23.6 Costs

Each party bears its own costs in arbitration, except that, for consumer claims, DealParley will pay AAA filing, administration, and arbitrator fees to the extent required by the AAA Consumer Arbitration Rules.

23.7 Right to opt out

You may opt out of this Section 23 by sending written notice to info@dealparley.ai within thirty (30) days of first accepting these Terms (or, if you are an existing user, within thirty (30) days of the date Section 23 first becomes effective for you). The notice must state your name, address, the email associated with your account, and a clear statement that you decline arbitration. Opting out does not affect any other provision of these Terms.

24. Governing law & venue

These Terms are governed by the laws of the State of Delaware, excluding its conflict-of-laws principles, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 23, any dispute not subject to arbitration will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and the parties consent to personal jurisdiction and venue there.

25. Suspension; termination

25.1 By you

You may terminate by canceling your Subscription as set out in Section 6.5 and (if you have a free or trial account) by closing your account in-product or by emailing info@dealparley.ai.

25.2 By DealParley

We may suspend or terminate your access to the Services (a) for any breach of these Terms (including the Acceptable Use Policy), (b) if continued provision presents a security, legal, or reputational risk, (c) for non-payment, (d) at the end of a Subscription Term if you do not renew, or (e) at any time on at least thirty (30) days' notice for convenience, with a pro-rata refund of pre-paid, unused fees as your sole remedy.

25.3 Effect of termination

On termination, your right to access the Services ceases. Sections that by their nature should survive (including 8, 9.5, 11.2 (for materials we are required to retain), 12, 13, 15, 19, 20, 21, 22, 23, 24, 27, 31, 32, and 33) survive termination.

25.4 Customer Content after termination

Following termination, you may export Customer Content using in-product tools or by emailing info@dealparley.ai within thirty (30) days, after which we may delete Customer Content on our standard schedule (subject to legal retention).

26. Modifications to terms

We may modify these Terms from time to time. For material changes, we will provide at least thirty (30) days' prior notice by posting the updated Terms with a new "Last Updated" date and, where we have your email address, by emailing you. Non-material changes (typo fixes, clarifications, formatting) take effect on posting. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not accept the updated Terms, you must stop using the Services and may cancel under Section 6.5.

27. Force majeure

DealParley will not be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government action, labor disputes, power or telecommunications failures, internet disruptions, third-party-service outages, AI-provider outages, and security incidents originating from third parties.

28. Assignment

You may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without our prior written consent, except that you may assign these Terms to an affiliate or to a successor in a merger, acquisition, or sale of substantially all your assets, provided you give us written notice. Any attempted assignment in violation of this Section is void. DealParley may freely assign or transfer these Terms, in whole or in part, including in connection with a merger, acquisition, reorganization, or sale of assets.

29. Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if it cannot be so modified, severed from these Terms. The remaining provisions continue in full force and effect.

30. No waiver

A party's failure to enforce any provision is not a waiver of its right to do so later. Waivers must be in writing and signed by the waiving party to be effective.

31. Relationship of the parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.

32. Entire agreement

These Terms, together with the Privacy Policy, the DPA, any applicable Acceptable Use Policy, and any separately signed order form or enterprise agreement, constitute the entire agreement between you and DealParley regarding the Services and supersede all prior or contemporaneous understandings on that subject. In the event of a conflict, a separately signed order form or enterprise agreement controls for the engagement it covers; then the DPA controls for data-processing matters; otherwise these Terms control.

33. Notices

Notices to DealParley must be in writing and sent to info@dealparley.ai with a copy to: DealParley LLC, Attn: Legal, 2108 N St #6192, Sacramento, CA 95816, USA. Notices to you may be sent to the email address associated with your account or posted in-product. Notices are deemed given on receipt (for email) or three (3) business days after sending (for mail).

34. Contact

For questions about these Terms:

• General, legal, privacy, billing, and DMCA notices: info@dealparley.ai
• Security disclosures: security@dealparley.ai
• Mail: DealParley LLC, 2108 N St #6192, Sacramento, CA 95816, USA

By using the Services, you acknowledge that you have read these Terms, understand them, and agree to be bound by them.