1. Acceptance, Authority, and Scope

These Terms and Conditions, together with each order form, quote, checkout page, invoice, subscription plan, reseller order, data protection attachment, acceptable-use rule, support policy, product documentation, and written addendum that expressly references these terms, form the master subscription agreement between the parties (the "Agreement").

The Agreement governs your purchase of, access to, and use of BROSH CRM, www.brosh.io, app.brosh.io, related websites, mobile applications, browser extensions, APIs, add-ons, automations, artificial intelligence features, support, documentation, professional services, and any other products or services made available by ZAAPIT AS LTD doing business as BROSH (collectively, the "Services").

By clicking a box indicating acceptance, executing or referencing an order form, creating an account, starting a free trial, paying an invoice, accessing the Services, installing any application or extension, or permitting any User to access the Services, you accept this Agreement. If you are accepting for a company or other legal entity, you represent that you have authority to bind that entity and its affiliates. If you do not have that authority, or if you do not agree, you must not accept this Agreement or use the Services.

BROSH may reject, suspend, or terminate any account where the account was created by a person without authority, through false identity, through misleading information, or in violation of law, sanctions rules, this Agreement, or BROSH policies. Any person using the Services on behalf of a Customer is responsible for ensuring that the Customer has reviewed and accepted this Agreement.

If there is a conflict between these online terms and a written order form or signed addendum accepted by BROSH, the order form or signed addendum controls only for the specific conflict and only for the Services covered by that document. Any Customer purchase order, vendor portal term, procurement term, click-through term, invoice note, or other unilateral term is rejected and has no effect unless BROSH expressly signs it.

2. Definitions

For purposes of this Agreement, the following definitions apply. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. "Control" means ownership of more than fifty percent of the voting interests or the ability to direct management by contract or otherwise.

"BROSH", "Company", "ZaapIT", "we", "us", or "our" means ZAAPIT AS LTD, doing business as BROSH, and any BROSH affiliate that provides or invoices Services. "Customer", "you", or "your" means the individual or legal entity that accepts this Agreement, uses the Services, or purchases the Services.

"Services" means BROSH CRM and all related editions, software, electronic downloads, web applications, mobile applications, browser extensions, APIs, add-ons, associated media, templates, workflows, documentation, support, professional services, and ancillary online or offline services provided by BROSH. "Software" means any code, application, connector, extension, workflow, interface, template, model configuration, script, update, or downloadable component made available by BROSH.

"Technology" means BROSH proprietary technology, including software, hardware, products, processes, algorithms, user interfaces, designs, templates, workflows, configurations, know-how, techniques, technical information, artificial intelligence workflows, automation rules, and other tangible or intangible technical material.

"User" means your employee, representative, consultant, contractor, agent, or other person authorized by you to access the Services under your account. "License Administrator" means any User authorized by you to administer accounts, purchase subscriptions, configure permissions, manage billing, or control Customer Data.

"Customer Data" means data, records, files, text, images, contacts, accounts, opportunities, activities, emails, documents, metadata, configurations, prompts, outputs, and other materials submitted to, uploaded to, transmitted through, generated in, or processed by the Services by or for Customer. "Usage Data" means technical, diagnostic, analytics, security, performance, and usage information relating to operation of the Services, excluding Customer Data in its identifiable form.

"Content" means audio, visual, textual, software, product, documentation, template, workflow, help, training, and other materials contained in or made available through the Services. "Order Form" means a written or electronic ordering document, quote, checkout, invoice, reseller order, or plan selection accepted by BROSH that identifies Services, fees, users, usage limits, subscription term, or commercial terms.

"Subscription Term" means the period during which Customer is authorized to use the Services under an Order Form, plan, trial, or renewal. "Fees" means amounts payable for Services, subscriptions, add-ons, Users, usage, storage, support, professional services, implementation, training, or any other purchased item. "Taxes" means value-added, sales, use, withholding, customs, duties, levies, and similar governmental assessments.

"Third-Party Services" means any third-party website, application, marketplace, app store, payment processor, email provider, communication provider, AI model provider, data provider, hosting provider, integration, reseller, consultant, implementation partner, or external service used with or linked to the Services. "AI Features" means any artificial intelligence, machine learning, generative, predictive, enrichment, classification, scoring, recommendation, summary, translation, drafting, or automation capability in or connected to the Services.

"Confidential Information" has the meaning stated in Section 7. "Effective Date" means the earlier of the date this Agreement is accepted, the date an Order Form becomes effective, or the date Customer first accesses the Services. "Personal Data" has the meaning given in the applicable data protection laws or the BROSH Data Protection Attachment.

3. License Grant and Restrictions

The Services and Software are protected by copyright, trade secret, trademark, patent, database, unfair competition, and other intellectual property laws. The Services and Software are licensed, not sold. Subject to Customer compliance with this Agreement and payment of all Fees, BROSH grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable, worldwide right during the applicable Subscription Term to access and use the Services solely for Customer internal business purposes.

All rights not expressly granted to Customer are reserved by BROSH and its licensors. Customer receives no ownership interest in the Services, Software, Technology, Content, or any BROSH intellectual property. User licenses are for named Users and may not be shared by multiple individuals. Customer may reassign a license to a new User who replaces a former User or whose role legitimately changes, subject to plan limits and technical controls.

1. Customer may not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, host, outsource, timeshare, service-bureau, commercially exploit, or otherwise make the Services or Content available to any third party, except as expressly authorized by BROSH in writing.
2. Customer may not modify, adapt, translate, create derivative works based on, frame, mirror, scrape, crawl, harvest, copy, or reproduce the Services, Software, Technology, or Content except as expressly permitted by documentation or mandatory law.
3. Customer may not reverse engineer, decompile, disassemble, attempt to derive source code, discover underlying ideas or algorithms, bypass access controls, defeat technical limits, remove notices, or circumvent security, licensing, metering, or usage restrictions.
4. Customer may not access the Services if Customer is a direct competitor of BROSH, except with BROSH prior written consent. Customer may not access the Services for benchmarking, monitoring availability, copying ideas or features, training a competing model or product, or building a competitive service.
5. Customer may not use the Services to send spam, unlawful marketing, duplicative or unsolicited messages, infringing material, obscene material, threatening material, defamatory material, privacy-invasive material, discriminatory material, malware, viruses, worms, Trojan horses, scripts, bots, or harmful code.
6. Customer may not interfere with or disrupt the integrity, security, availability, or performance of the Services or related systems, networks, or data, or attempt unauthorized access to any account, system, network, data, API, or non-public area.

BROSH may monitor usage for security, billing, capacity, abuse prevention, compliance, product improvement, and enforcement. BROSH may throttle, limit, suspend, or block activity that exceeds plan limits or creates legal, security, operational, deliverability, reputational, or performance risk.

4. Customer Responsibilities

Customer is responsible for all activity occurring under Customer accounts, whether authorized or unauthorized, except to the extent caused solely by BROSH breach of this Agreement. Customer must maintain accurate account, billing, legal entity, administrator, and contact information. Customer must protect passwords, API keys, tokens, devices, integrations, and access credentials using commercially reasonable safeguards.

Customer must notify BROSH without undue delay of any unauthorized use of passwords, account access, suspected breach of security, compromise of Customer Data, or copying or distribution of Content by Customer or Users. Customer must use reasonable efforts to stop unauthorized access, copying, distribution, or misuse. Customer may not impersonate another person, provide false identity information, or misrepresent authority to use the Services.

Customer and Users must comply with all applicable local, state, provincial, national, foreign, and international laws, treaties, regulations, ordinances, orders, and industry rules relating to the Services, including privacy, data protection, electronic communications, telemarketing, anti-spam, consumer protection, intellectual property, employment, anti-corruption, export control, sanctions, and anti-terrorism laws.

Customer represents that Customer and its Users are not located in, organized under the laws of, ordinarily resident in, or controlled by persons or entities subject to sanctions or embargoes that prohibit use of the Services. Customer represents that it will not export, re-export, transfer, provide, or permit access to the Services in violation of applicable export, sanctions, or anti-terrorism laws.

Customer represents that each individual accepting this Agreement or using the Services is at least eighteen (18) years old. Customer is responsible for determining whether the Services are suitable for Customer business, regulatory, technical, security, retention, accessibility, and compliance requirements.

5. Customer Data, Account Information, and Backups

BROSH does not own Customer Data. As between the parties, Customer retains all rights in Customer Data, subject to the rights granted to BROSH in this Agreement. Customer, not BROSH, is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, retention, backup, classification, and intellectual property ownership or right to use Customer Data.

Customer grants BROSH and its affiliates, subprocessors, contractors, and service providers a worldwide, non-exclusive, royalty-free right to host, copy, process, transmit, store, display, create backups of, secure, analyze, and use Customer Data as reasonably necessary to provide, maintain, secure, support, improve, bill for, administer, and enforce the Services; prevent or address fraud, abuse, security issues, or technical problems; comply with law; and fulfill this Agreement.

BROSH is not responsible or liable for deletion, correction, destruction, damage, loss, failure to store, unauthorized alteration, or inability to recover Customer Data except to the extent caused by BROSH breach of an express obligation in this Agreement. Customer is advised to back up all Customer Data on a regular basis, at least once per week, and to retain backup copies for at least six (6) months or for any longer period required by Customer business or law.

Upon expiration or termination other than for Customer breach, BROSH may, if technically available and commercially reasonable, provide Customer a limited opportunity to export Customer Data according to then-current product functionality. BROSH is not obligated to maintain, forward, restore, convert, or provide Customer Data after termination for cause or after BROSH normal retention periods. Upon termination for cause, Customer right to access or use Customer Data through the Services immediately ceases.

BROSH may delete Customer Data after account closure, non-payment, inactivity, expiration, termination, migration, legal retention periods, backup cycles, or as otherwise described in applicable documentation. Customer should not use the Services as the sole repository for critical records unless Customer maintains independent backups and retention controls.

6. Privacy, Security, and Data Protection

Customer is responsible for providing all notices, obtaining all consents, maintaining all lawful bases, and satisfying all legal requirements necessary for Customer to collect, upload, process, store, transmit, send, and use Customer Data through the Services. Customer must not upload sensitive or regulated data unless Customer has confirmed that the applicable plan, configuration, and written terms support that data and Customer use case.

If Customer is established in the United Kingdom, a member state of the European Economic Area, Switzerland, or another jurisdiction requiring a data processing agreement, the BROSH Data Protection Attachment at https://www.brosh.io/page/data-protection-attachment applies to BROSH processing of Personal Data to the extent required by applicable law.

BROSH uses commercially reasonable administrative, technical, and organizational safeguards designed to protect the Services and Customer Data. Customer acknowledges that no internet-based service can be guaranteed to be uninterrupted, error-free, or completely secure. Customer is responsible for secure account configuration, User permissions, endpoint security, integration permissions, API key security, and lawful communications settings.

BROSH may access Customer accounts, configurations, logs, metadata, and Customer Data to provide support, troubleshoot, investigate abuse, maintain or improve the Services, comply with law, enforce this Agreement, or protect BROSH, Customer, Users, or third parties. BROSH may also collect and use Usage Data in aggregated, de-identified, or technical form for analytics, security, billing, product improvement, and operational purposes.

Customer must promptly respond to privacy, deletion, correction, opt-out, unsubscribe, do-not-call, and similar requests relating to Customer Data and Customer communications. BROSH is not responsible for Customer failure to comply with such requests.

7. Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether orally, visually, electronically, or in writing, that is designated confidential or reasonably should be understood as confidential given the nature of the information and circumstances of disclosure. Customer Confidential Information includes Customer Data. BROSH Confidential Information includes the Services, Software, Technology, Content, security information, pricing, product plans, designs, business processes, and documentation.

Confidential Information does not include information that the Receiving Party can demonstrate: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known by the Receiving Party before disclosure without breach of an obligation; (iii) is received from a third party without breach of an obligation; or (iv) is independently developed without use of or reference to the Disclosing Party Confidential Information.

Except as permitted in writing by the Disclosing Party, the Receiving Party must use the same degree of care it uses to protect its own confidential information of like kind, but not less than reasonable care, to prevent unauthorized disclosure or use of the Disclosing Party Confidential Information. The Receiving Party may use Confidential Information only for purposes of this Agreement.

The Receiving Party may disclose Confidential Information to employees, contractors, agents, affiliates, professional advisors, auditors, service providers, and representatives who need access for purposes consistent with this Agreement and are bound by confidentiality obligations no less protective than those in this Agreement.

The Receiving Party may disclose Confidential Information if compelled by law, subpoena, court order, or governmental request, provided that it gives the Disclosing Party prior notice to the extent legally permitted and reasonable assistance, at the Disclosing Party expense, if the Disclosing Party wishes to contest or limit disclosure. If disclosure occurs in a proceeding in which the Disclosing Party is a party and does not contest disclosure, the Disclosing Party will reimburse reasonable compilation and secure-access costs.

8. AI Features, Automation, and Output Review

The Services may include AI Features for drafting, summarizing, classifying, recommending, scoring, enriching, extracting, automating, or generating content, records, tasks, emails, insights, workflows, or other outputs. AI Features may rely on third-party providers, Customer Data, configuration, prompts, Usage Data, and service context.

AI outputs may be inaccurate, incomplete, biased, duplicated, outdated, unsuitable, or legally insufficient. Customer is solely responsible for reviewing, validating, approving, and deciding whether to use any AI output before relying on it, sending it, publishing it, making a business decision from it, or using it with third parties.

Customer must not use AI Features as the sole basis for decisions with legal, financial, employment, credit, housing, healthcare, safety, eligibility, disciplinary, or similarly significant effects unless Customer implements appropriate human review and complies with all applicable laws. Customer must not submit data to AI Features that Customer is not authorized to process or that violates law, contract, privacy commitments, or third-party rights.

BROSH may add, modify, limit, suspend, replace, or remove AI Features, AI providers, models, prompts, rate limits, safety systems, or data flows at any time. BROSH does not warrant that AI Features will produce any particular outcome, meet Customer requirements, or be free from errors.

9. Third-Party Services and Interactions

During use of the Services, Customer may enter into correspondence with, purchase goods or services from, enable integrations with, import data from, export data to, or participate in promotions of third parties. Any such activity and any terms, conditions, warranties, representations, fees, data practices, security practices, or support obligations are solely between Customer and the applicable third party.

BROSH and its licensors have no liability, obligation, or responsibility for any third-party correspondence, purchase, integration, promotion, website, data, software, hardware, service, output, downtime, security incident, price change, policy change, or deletion. BROSH does not endorse third-party sites or services linked through the Services and provides such links only as a convenience.

Certain third-party providers of ancillary software, hardware, AI models, app stores, email services, payment services, data services, or integrations may require Customer to agree to additional or different terms before use. Customer is responsible for reviewing and complying with those terms.

If Customer enables a Third-Party Service, Customer authorizes BROSH to exchange Customer Data, credentials, tokens, metadata, and account information with that Third-Party Service as necessary to provide the integration. BROSH may disable, suspend, or limit any Third-Party Service that creates legal, security, operational, deliverability, reputational, or performance risk.

10. Charges, Fees, Payment, and Taxes

Customer must pay all Fees and charges to Customer account according to the fees, charges, and billing terms in effect with BROSH or Customer reseller when the Fees are due and payable. All payment obligations are non-cancelable, and all Fees and amounts paid are final and non-refundable under every condition and circumstance to the maximum extent permitted by law. BROSH does not offer refunds, credits, reversals, chargebacks, offsets, or return payments for cancellation, non-use, partial use, dissatisfaction, suspension, termination, downgrade, duplicate purchase, automatic renewal, failure to cancel, deletion of data, changes to the Services, or any other reason.

Customer agrees to pay BROSH any Fees published on the relevant Service page at https://www.brosh.io/page/pricing, quoted by BROSH, stated in an Order Form, accepted through checkout, included in an invoice, or charged through a reseller. Unless stated otherwise: (i) Fees are quoted and payable in United States dollars; (ii) Fees are based on Services purchased and not actual use; and (iii) subscriptions, add-ons, professional services, implementation, training, usage, storage, and support may be billed separately.

Fees are based on monthly, quarterly, yearly, or other billing periods beginning on the Effective Date or the relevant plan start date and each anniversary of that date. Fees for additional Users, storage, usage, plans, add-ons, or services added during a billing period may be prorated for the remaining time in that billing period or charged according to the applicable plan.

Customer authorizes BROSH and its payment processors to charge Customer payment method for all Fees, renewal charges, usage charges, taxes, bank fees, and other amounts due. Customer must keep payment method and billing information valid, current, and complete. If payment fails, Customer must promptly provide a valid payment method and pay all overdue amounts.

Invoices are due upon receipt. BROSH may apply a late fee to outstanding balances not paid within thirty (30) days of invoice receipt. If payment is delayed for more than thirty (30) days, the outstanding balance may also include official bank interest to the maximum extent permitted by law.

Unless otherwise stated, Fees do not include Taxes, foreign currency exchange fees, wire transfer fees, credit card fees, payment processor fees, bank fees, or similar governmental or financial institution charges. Customer is responsible for paying all Taxes and bank fees associated with Customer purchases, except taxes based on BROSH net income, property, or employees. If BROSH is legally obligated to collect or pay Taxes or bank fees for which Customer is responsible, BROSH may invoice Customer and Customer must pay them. Customer must provide valid tax exemption certificates to claim exemption.

Neither party may disclose pricing terms or other non-public commercial terms to any person other than its attorneys, accountants, auditors, investors, lenders, affiliates, employees, contractors, and other professional advisors under duties of confidentiality, except as required by law or pursuant to a mutually approved disclosure.

BROSH may modify fees, charges, plan packaging, usage limits, and new charges at any time on at least thirty (30) days prior notice or as otherwise stated in the applicable Order Form. For annual subscriptions, changes are effective at the next Renewal Term unless the notice states a later date. If Customer does not cancel before renewal according to Section 12, the changes apply to the renewal term.

11. Non-Payment, Suspension, and Risk Controls

In addition to any other rights, BROSH may suspend or terminate this Agreement, suspend access to the Services, restrict features, block integrations, limit usage, disable sending, withhold support, or remove administrator access if Customer account becomes delinquent, falls into arrears, exceeds plan limits, creates payment risk, or violates this Agreement.

BROSH may impose a reconnection fee, collection fee, late fee, or other permitted charge if Customer is suspended and later requests renewed access. Suspension does not relieve Customer of payment obligations. Customer remains responsible for all Fees due before, during, and after suspension, including Fees for the remainder of any non-cancelable Subscription Term.

BROSH may also suspend or restrict access immediately, with or without prior notice, if BROSH reasonably believes that Customer or User activity may violate law, infringe rights, threaten security, harm deliverability, disrupt the Services, expose BROSH or third parties to liability, compromise Customer Data, or damage BROSH reputation, systems, customers, partners, or service providers.

BROSH is not liable for losses, damages, or business interruption arising from a suspension, restriction, or termination made in good faith under this Agreement.

12. Term, Renewal, Non-Renewal, and Free Trials

This Agreement commences on the Effective Date and continues until all User subscriptions, free trials, accounts, and Services granted under this Agreement have expired or been terminated. If Customer uses the Services for a free trial and does not purchase a subscription before the trial ends, this Agreement terminates at the end of the free trial unless BROSH allows continued free access.

User subscriptions purchased by Customer commence on the Effective Date or other start date stated in the Order Form and continue for the subscription term specified in the Order Form, checkout, account, invoice, or plan. Unless an Order Form states otherwise, all User subscriptions automatically renew for additional periods equal to the expiring subscription term.

Either party may give notice of non-renewal at least fifteen (15) days before the end of the then-current subscription term, unless a different cancellation or non-renewal process is stated in the account, checkout, Order Form, or applicable plan. Non-renewal or cancellation stops future renewal only and does not create any refund, credit, repayment, offset, or other return of amounts already paid. Pricing during renewal will be the same as the prior term unless BROSH gives notice of a pricing increase at least thirty (30) days before the end of the prior term or the pricing increase is otherwise shown in the account, checkout, invoice, or renewal notice.

Free accounts, free trials, previews, beta features, evaluation access, and promotional access may be limited, modified, or terminated by BROSH at any time in its sole discretion. Such access is provided without warranties, service levels, support commitments, indemnities, or liability beyond the minimum required by law.

Sections concerning payment, intellectual property, confidentiality, Customer Data, privacy, indemnification, disclaimers, limitation of liability, notices, governing law, jury waiver, export compliance, attorney fees, assignment, entire agreement, and any provisions that by their nature should survive will survive expiration or termination.

13. Termination for Cause and Effects of Expiration

Any breach of Customer payment obligations, unauthorized use of the Services, unauthorized use of BROSH Technology, breach of license restrictions, unlawful processing of Customer Data, security abuse, infringement, or material violation of this Agreement is deemed a material breach. BROSH may terminate Customer password, account, subscription, or use of the Services if Customer breaches or fails to comply with this Agreement.

Either party may terminate for material breach if the other party fails to cure the breach within thirty (30) days after written notice, except that BROSH may terminate immediately for non-payment, unlawful use, security risk, fraud, infringement, repeated violations, sanctions risk, free account termination, or any breach that cannot reasonably be cured.

Upon expiration or termination for any reason, Customer must immediately cease all use of the Services, Software, Technology, Content, and BROSH Confidential Information. Customer must uninstall, remove, and permanently delete any application, extension, connector, code, materials, credentials, or components provided or made available by BROSH from all devices, environments, instances, accounts, and systems under Customer access or control, whether direct or indirect.

The obligation to remove and uninstall applies to all devices and environments in which any application or component was installed or deployed, regardless of whether such devices or environments are actively used. Any continued retention, installation, availability, or use after expiration or termination constitutes unauthorized use and a material breach.

Upon termination for cause, Customer must pay all unpaid Fees due before and after the effective termination date, including any Fees for the remainder of the non-cancelable term, to the extent permitted by law. No termination relieves Customer of obligations to pay Fees payable before the effective date of termination. Payment obligations are in addition to any other rights, remedies, damages, or compensation available to BROSH under this Agreement, at law, or in equity.

14. Intellectual Property Ownership and Feedback

BROSH alone, and its licensors where applicable, own all right, title, and interest, including all related Intellectual Property Rights, in and to the Services, Software, Technology, Content, documentation, templates, workflows, configurations, models, designs, user interfaces, product names, trademarks, service marks, logos, and all improvements, enhancements, modifications, derivative works, and updates.

This Agreement is not a sale and does not convey any ownership right in or related to the Services, Software, Technology, Content, or BROSH Intellectual Property Rights. The BROSH name, ZaapIT name, BROSH logo, product names, and related marks are trademarks of BROSH or third parties. No right or license is granted to use them except as expressly authorized by BROSH in writing.

Any suggestion, idea, enhancement request, feedback, recommendation, usage note, review, comment, workflow concept, or other information provided by Customer, Users, or any other party relating to the Services may be used by BROSH without restriction or compensation. Customer grants BROSH a perpetual, irrevocable, worldwide, royalty-free right to use, reproduce, modify, distribute, and incorporate such feedback into the Services and other products.

Customer must not remove or alter proprietary notices in the Services or Content. Customer must not challenge, assist a challenge to, or register marks, domains, names, app listings, social handles, or identifiers confusingly similar to BROSH marks.

15. Representations and Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement and perform its obligations. Customer represents and warrants that it has authority to provide Customer Data, authorize Users, configure integrations, and use the Services as contemplated by this Agreement.

BROSH does not make, and expressly disclaims, any representation, warranty, guarantee, promise, service level, or assurance that the Services will meet any SaaS standard, industry standard, professional standard, uptime standard, performance standard, documentation standard, support standard, security standard, Customer expectation, or substantial-performance standard. If BROSH chooses to correct, modify, replace, suspend, or terminate any Service, that action is discretionary and does not create any refund, credit, repayment, offset, or other return of amounts already paid.

Customer represents and warrants that Customer has not falsely identified itself, has not provided false information to gain access to the Services, and will keep billing, tax, legal entity, administrator, and account information correct and current. Customer represents and warrants that Customer Data and Customer use of the Services will not infringe, misappropriate, or violate third-party rights or applicable law.

For clarity, free trials, free accounts, beta features, third-party services, AI outputs, integrations, unsupported uses, Customer modifications, and issues caused by Customer Data, Customer systems, User actions, or third-party providers are provided without warranties, guarantees, service levels, indemnities, refunds, credits, or support commitments to the maximum extent permitted by law.

16. Mutual Indemnification

Customer will indemnify and hold harmless BROSH, its licensors, parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, contractors, service providers, and agents from and against any and all claims, costs, damages, losses, liabilities, penalties, settlements, and expenses, including attorneys fees and costs, arising out of or in connection with: (i) a claim alleging that Customer Data or Customer use of Customer Data infringes rights of, violates law relating to, or has caused harm to a third party; (ii) a claim that, if true, would constitute Customer violation of representations, warranties, or obligations; (iii) a claim arising from Customer or User breach of this Agreement; (iv) Customer use of Third-Party Services; or (v) Customer communications, marketing, imports, exports, automations, or AI use.

BROSH will indemnify and hold harmless Customer and Customer parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents from and against claims, costs, damages, losses, liabilities, and expenses, including attorneys fees and costs, arising out of or in connection with a third-party claim alleging that the paid Services, as provided by BROSH and used according to this Agreement, directly infringe a copyright, a patent issued as of the Effective Date, or a trademark of a third party.

BROSH indemnity does not apply to claims arising from Customer Data, Customer instructions, Customer modifications, combination with products or services not provided by BROSH, Third-Party Services, free accounts, free trials, beta features, AI outputs, use after BROSH provided a non-infringing alternative, unsupported use, or Customer breach of this Agreement.

As a condition to indemnification, the indemnified party must: (a) promptly give written notice of the claim; (b) give the indemnifying party sole control of the defense and settlement, provided the indemnifying party may not settle in a manner that imposes liability, admission, or non-monetary obligations on the indemnified party without consent; (c) provide available information and reasonable assistance; and (d) not compromise or settle the claim without the indemnifying party consent.

If the Services are or may be subject to an infringement claim, BROSH may, at its option: procure the right for Customer to continue using the affected Services; replace or modify the Services to be non-infringing; suspend the affected Services; or terminate the affected Services. No suspension, modification, replacement, or termination under this section creates any refund, credit, repayment, offset, or other return of amounts already paid. This section states BROSH entire liability and Customer exclusive remedy for infringement claims.

17. Disclaimer of Warranties

BROSH AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, COMPLETENESS, SECURITY, OR FITNESS OF THE SERVICES, SOFTWARE, CONTENT, CUSTOMER DATA, AI OUTPUTS, INTEGRATIONS, SUPPORT, OR THIRD-PARTY SERVICES.

BROSH AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT: (A) USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE, SYSTEM, SERVICE, OR DATA; (B) THE SERVICES WILL MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS; (C) STORED DATA, GENERATED OUTPUTS, REPORTS, SCORES, AUTOMATIONS, OR RECOMMENDATIONS WILL BE ACCURATE OR RELIABLE; (D) PRODUCTS, SERVICES, INFORMATION, OR MATERIAL PURCHASED OR OBTAINED THROUGH THE SERVICES WILL MEET CUSTOMER REQUIREMENTS; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE SERVICES OR SERVERS ARE FREE OF VIRUSES OR HARMFUL COMPONENTS.

THE SERVICES, SOFTWARE, CONTENT, FREE TRIALS, FREE ACCOUNTS, BETA FEATURES, AI FEATURES, AI OUTPUTS, INTEGRATIONS, AND SUPPORT ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS. ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND COURSE OF DEALING, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Customer acknowledges that business decisions, communications, workflow automations, data imports, exports, merges, deletions, and AI-assisted actions may have legal or commercial consequences. Customer is responsible for testing, reviewing, approving, and supervising its use of the Services.

18. Internet Delays and Service Availability

BROSH Services may be subject to limitations, delays, delivery failures, outages, loss, corruption, and other problems inherent in the use of the internet, electronic communications, hosting providers, mobile networks, browsers, app stores, email providers, payment processors, AI providers, and Third-Party Services. BROSH is not responsible for delays, delivery failures, data loss, business interruption, or other damage resulting from such problems.

BROSH may perform maintenance, updates, migrations, security work, capacity management, and operational changes that may affect availability. BROSH may modify, discontinue, substitute, or deprecate features, integrations, APIs, user interfaces, reports, templates, or workflows at any time, provided that BROSH will use reasonable efforts not to materially reduce the core functionality of paid Services during a paid term without commercially reasonable notice or replacement functionality.

No service level, uptime commitment, recovery time, response time, or support time applies unless expressly stated in a written agreement signed or accepted by BROSH for the applicable plan.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BROSH SHALL NOT HAVE LIABILITY WITH RESPECT TO BROSH OBLIGATIONS UNDER THIS AGREEMENT EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION. IN NO EVENT WILL EITHER PARTY OR ITS LICENSORS BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES OF ANY TYPE OR KIND, INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, GOODWILL, BUSINESS OPPORTUNITY, OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SERVICES.

The foregoing exclusion applies to use of or inability to use the Services; Customer Data; Content obtained from or through the Services; AI outputs; integrations; third-party services; interruptions; inaccuracies; errors; omissions; delays; security incidents; unauthorized access; or lost, corrupted, or deleted data, regardless of cause and regardless of whether the party from which damages are sought or its licensors were advised of the possibility of such damages.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BROSH AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO BROSH FOR THE AFFECTED SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. FOR FREE TRIALS, FREE ACCOUNTS, BETA FEATURES, EVALUATION ACCESS, OR SERVICES PROVIDED WITHOUT CHARGE, BROSH AGGREGATE LIABILITY WILL NOT EXCEED US $100.

The limitations in this section apply whether the claim is based on contract, tort, negligence, strict liability, warranty, statute, or any other legal theory. They do not limit liability that cannot be limited under mandatory law, Customer payment obligations, Customer indemnity obligations, or Customer misuse of BROSH intellectual property.

20. Notices

BROSH may give notice by general notice in or through the Services, by posting on the BROSH website, by electronic mail to Customer email address on record in BROSH account information, by account notification, by invoice notice, or by written communication sent by first class mail or prepaid post to Customer address on record.

Notice is deemed given upon expiration of forty-eight (48) hours after mailing or posting if sent by first class mail, prepaid post, account notice, website notice, or Service notice, and twelve (12) hours after sending if sent by email, unless the sender receives an automated notice that the email was not delivered.

Customer may give notice to BROSH when received by BROSH by email sent to support@brosh.io or by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to BROSH at the head office location specified at www.brosh.io or another notice address designated by BROSH. Legal notices must clearly identify Customer legal name, account, contact person, and subject matter.

21. Marketing, Reviews, and Publicity

Customer grants BROSH the right to use Customer name, mark, and logo on BROSH website, customer lists, pitch materials, investor materials, and marketing materials, and to identify Customer as a BROSH customer. Customer may opt out of logo use by contacting BROSH in writing, and BROSH will use commercially reasonable efforts to remove future public logo references after a reasonable processing period.

Customer grants BROSH the right to publish, reproduce, edit for length or clarity, and use in marketing materials any review, suggestion, usage comment, idea, feedback, testimonial, or public statement made by Customer or Customer employees regarding BROSH or the Services, unless Customer notifies BROSH in writing that the statement may not be used.

BROSH will not disclose Customer non-public pricing terms as part of marketing without Customer consent, except as permitted in Section 10 or required by law.

22. Technical Support and Professional Services

Free technical support is provided for signup and installation only, unless BROSH expressly states otherwise in the applicable plan or written agreement. BROSH may provide documentation, help articles, email support, chat support, onboarding, training, implementation, customization, migration, or professional services according to the purchased plan and BROSH then-current support practices.

Support does not include custom development, legal advice, data cleansing, deliverability guarantees, third-party troubleshooting, business consulting, or configuration of Customer systems unless expressly agreed in writing. Customer must provide accurate information and reasonable cooperation for support. BROSH is not responsible for issues caused by Customer Data, Customer systems, Third-Party Services, unsupported configurations, or User error.

Any professional services deliverables are licensed for Customer internal use with the Services unless a written statement of work says otherwise. BROSH retains all rights to pre-existing materials, tools, templates, know-how, scripts, code, and generalized learnings used or developed during professional services.

23. Governing Law, Jurisdiction, Jury Waiver, and Claim Limits

This Agreement is governed by the laws of Israel, without regard to conflict-of-law rules. This Agreement is not governed by the United Nations Convention on Contracts for the International Sale of Goods. Exclusive venue for all disputes arising out of or relating to this Agreement or the Services will be in the competent courts of Tel Aviv, Israel, and each party agrees not to bring an action in any other venue unless mandatory law requires otherwise.

Customer waives all objections to venue and agrees not to dispute personal jurisdiction or venue in those courts. Customer agrees that it will not bring or participate in any class action, collective action, representative action, or similar proceeding against BROSH, ZAAPIT AS LTD, or any BROSH employee, officer, contractor, service provider, or affiliate to the fullest extent permitted by law.

Each party waives any right to jury trial in connection with any action, claim, or litigation in any way arising out of or related to this Agreement or the Services. Each party agrees that it will not bring a claim under this Agreement more than two (2) years after the time the claim accrued, unless a shorter period applies under this Agreement or a longer period is required by mandatory law.

24. General Provisions

Export Compliance. Each party must comply with export laws and regulations of Israel, the United States, and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, each party represents that it is not named on any government list of persons or entities prohibited from receiving exports, and Customer must not permit Users to access or use Services in violation of any export embargo, prohibition, restriction, or sanctions program.

Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, employment, reseller, or exclusive relationship. Neither party may bind the other or make commitments on the other behalf without prior written authorization.

No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement, except that BROSH affiliates, licensors, officers, directors, employees, attorneys, contractors, service providers, and indemnified parties may enforce provisions intended to protect them.

Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement constitutes a waiver. Other than as expressly stated, remedies are cumulative and not exclusive of any other remedies at law or in equity.

Severability. If any provision is held by a court of competent jurisdiction to be contrary to law, the provision will be modified and interpreted to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions will remain in effect.

Attorney Fees and Collection Costs. Customer must pay on demand all reasonable attorneys fees, collection fees, and other costs incurred by BROSH to collect Fees or charges due under this Agreement following Customer breach of payment obligations.

Assignment. Neither party may assign rights or obligations under this Agreement, whether by operation of law or otherwise, without prior written consent of the other party, not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement in its entirety, including all Order Forms, without consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, financing, sale of all or substantially all assets, or change of control not involving a direct competitor of the other party. Subject to the foregoing, this Agreement binds and benefits the parties and their permitted successors and assigns.

Force Majeure. Neither party is responsible for delay or failure of performance caused by events beyond reasonable control, including acts of God, war, terrorism, labor disputes, power failures, internet failures, hosting failures, third-party service failures, cyberattacks, governmental action, natural disasters, epidemics, or supply interruptions, except that payment obligations are not excused.

Entire Agreement. This Agreement, including all exhibits, addenda, Order Forms, and incorporated materials, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver is effective unless in writing and signed or accepted electronically by the party against whom it is asserted. If there is a conflict between the body of this Agreement and an exhibit or addendum expressly accepted by BROSH, the exhibit or addendum controls for that conflict. No terms or conditions in Customer order documentation are incorporated into or form part of this Agreement, and all such terms are void.