Terms & Conditions

Introduction

Welcome to Sharp AI, the CRM, automation and artificial intelligence service provided by Sharp Brains Limited ("Sharp AI", "we", "us" or "our"), a company registered in England and Wales. Certain core Platform functionality is delivered using technology licensed from HighLevel, Inc. and its affiliates, including LeadConnector LLC, together with other infrastructure, communications, payment and artificial intelligence providers. Sharp Brains Limited remains your contractual service provider and primary support contact.

These Terms of Service, together with our Privacy Policy, any applicable Order Form, Service Agreement, Data Processing Agreement, feature-specific terms and other documents expressly incorporated by reference, form a binding legal agreement between Sharp Brains Limited and the individual or entity using the Platform ("you", "your" or the "Customer").

Acceptance of Terms

By completing registration, creating a Platform Account, accepting an Order Form, accessing or using Sharp AI at www.sharpai.app, or continuing to use the Platform after the effective date of updated Terms, you represent that you have read, understood and agreed to be bound by these Terms. If you accept these Terms on behalf of an organisation, you represent and warrant that you have authority to bind that organisation. If you do not agree, you must not access or use the Platform.

Changes to Terms

We reserve the right to modify or replace these Terms at any time in our discretion. Unless a different effective date is stated, changes take effect when posted and apply to all access to and use of Sharp AI thereafter. We may notify you of material changes by email, through the Platform or by another method we consider appropriate, but failure to provide separate notice does not prevent a posted update from taking effect to the maximum extent permitted by law. Your continued use of the Platform after an update becomes effective constitutes acceptance of the updated Terms.

PLEASE READ THESE TERMS CAREFULLY. ONCE ACCEPTED, THEY FORM A BINDING LEGAL AGREEMENT BETWEEN YOU AND SHARP BRAINS LIMITED AND GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM AND SERVICES.

1. Use of Platform

1.1. Age Restrictions: You must be at least 18 years old to create a Platform Account or use the Platform. By accepting these Terms, you represent and warrant that you are at least 18 years old.

1.2. Platform Account Ownership: Your use of the Platform is conditional on providing complete, current and accurate registration information. The Platform is intended for business use or use in connection with an individual’s trade, craft or profession. As the individual accepting these Terms, you are the owner of the Platform Account unless you act on behalf of an organisation, in which case that organisation is the owner. Platform Accounts are non-transferable except through a process approved by Sharp AI. Where ownership is disputed, we may request evidence, restrict access, suspend the account or decline to determine the dispute.

1.3. Intended Use: You and your customers may use the Platform only for lawful business purposes and in accordance with these Terms. You represent and warrant that: (i) you and your customers will maintain all licences, permissions, authorisations, notices, consents and permits required for your use; (ii) you are fully responsible for your acts and omissions and those of your employees, agents, contractors, Authorised Users and customers; (iii) you are fully responsible for how your customers use the Platform; (iv) you and your customers will not misrepresent the Platform, Services, Sharp AI or an Underlying Platform Provider; (v) you will require your employees and any customers given access to accept terms at least as restrictive as these Terms; (vi) you own or control the rights required for all data, content, code, prompts, recordings, branding and materials you submit; (vii) you are solely responsible for the legality, accuracy, quality and integrity of Customer Data and your instructions; (viii) you will cooperate with lawful requests from regulators, law enforcement, carriers and telecommunications providers; (ix) you will not provide Platform access to a direct competitor of Sharp AI or an Underlying Platform Provider without written permission; and (x) you will not reverse engineer, decompile, disassemble, translate, modify or attempt to discover the source code, object code, system prompts, model weights, algorithms or underlying structure of the Platform except where applicable law expressly prohibits that restriction.

1.4. Privacy, Customer Data and Data Protection: You acknowledge that you determine the purposes and means for which Customer Data is collected and used through your Platform Account. Where Sharp AI processes Personal Data contained in Customer Data on your behalf, you act as Data Controller and Sharp Brains Limited acts as Data Processor, unless applicable law requires otherwise. Sharp Brains Limited may act as an independent controller for account administration, billing, fraud prevention, security, service analytics, legal compliance and other activities described in our Privacy Policy.

• You instruct and authorise Sharp AI, HighLevel, LeadConnector and other authorised subprocessors to process Customer Data as reasonably necessary to provide, maintain, support, secure, monitor and improve the Services, perform your configuration and instructions, investigate misuse, comply with law and enforce these Terms.

• You provide general authorisation for Sharp AI to appoint and replace subprocessors. Subprocessors may include hosting providers, communications providers, payment providers, customer support providers, analytics providers and specialized AI providers. We may publish or provide a current list of material subprocessors.

• You are solely responsible for providing legally required privacy notices, identifying a lawful basis, responding to data subject requests, applying appropriate retention periods, obtaining all permissions and consents, and ensuring that Customer Data and your use of it comply with Data Protection Laws.

• You must maintain your own copies, backups and exports of Customer Data appropriate to your business. Except to the extent that liability cannot lawfully be excluded, Sharp AI has no responsibility or liability for deletion, corruption, failure to store, inability to retrieve or loss of Customer Data, including loss resulting from your configuration, an Authorised User, a Third-Party Service, an Underlying Platform Provider, suspension or termination.

• If a signed Data Processing Agreement applies, it governs processing of Personal Data to the extent of any direct conflict with these Terms. Nothing in these Terms gives you rights against an Underlying Platform Provider beyond rights expressly granted by Sharp AI.

1.5. Login Credentials and Security: You are responsible for maintaining the confidentiality and security of Login Credentials and for all activity conducted through your Platform Account, whether or not authorised by you. You must notify Sharp AI immediately of suspected unauthorised access or any security incident. You must enable multi-factor authentication where available and follow reasonable security instructions. Sharp AI may disable credentials, restrict permissions or suspend access at any time in its sole discretion, including where it believes a security risk, misuse or breach may exist.

1.6. Use of Communication Services: The Platform may include RCS, SMS, MMS, email, voice calls, voicemail, messaging and other communications functionality. You, and not Sharp AI or an Underlying Platform Provider, control the content, recipients, timing and initiation of communications and are the sender, advertiser, seller or telemarketer for legal and regulatory purposes. You are exclusively responsible for compliance with privacy, direct marketing, telecommunications, advertising, consumer protection, carrier and registration requirements. Sharp AI provides technology only, does not independently originate your communications and does not represent that any compliance feature makes your use lawful. All communications generated manually or automatically through your Platform Account are treated as initiated at your direction.

1.7. Third-Party Services and Connected Accounts: The Platform may depend on or provide access to Third-Party Services. You are responsible for enabling, configuring, securing and managing each integration. By purchasing, connecting or using a Third-Party Service, you instruct and authorise Sharp AI to exchange Customer Data with that provider as required for the integration. Your use may be governed by separate third-party terms. Sharp AI is not responsible for any Third-Party Service, including its availability, acts, omissions, pricing, terms, security, model selection, access to data, modification of data or deletion of data. To the maximum extent permitted by law, you waive claims against Sharp AI arising solely from a Third-Party Service and use each Third-Party Service at your own risk.

1.8. APIs, Webhooks and Marketplace Integrations: Where the Platform provides APIs, webhooks, marketplace applications or workflow connectors, you are responsible for their security and lawful use. You must not use them in an abusive, excessive, insecure or unauthorised manner. Sharp AI may limit, disable or suspend any API, integration or connected account in its sole discretion where it considers the connection to present a legal, security, technical, commercial or operational risk.

1.9. Third-Party Content: The Platform may include Third-Party Content. Your use of Third-Party Content is at your own risk. Statements and opinions in Third-Party Content are those of the relevant third party. Sharp AI makes no endorsement, representation or warranty and assumes no responsibility for Third-Party Content or transactions connected with it.

1.10. Customisations: The Platform may permit you to apply your name, trade marks, logo, colours or other branding. You are solely responsible for all intellectual property and legal issues connected with those materials. You acknowledge that customisation may be limited by the Platform and may not create the appearance of independently developed software. Sharp AI or an Underlying Platform Provider may remove or change customisations at any time, with or without notice and without liability.

1.11. Fair Use, Excessive Use and Trials: Services are offered on a tiered basis and may be subject to fair-use protections, limits and trial restrictions described in an Order Form, pricing page, feature description, account settings or provider rules. Any use of the word “unlimited” remains subject to reasonable fair-use, technical, security, cost and abuse-prevention limits. If Sharp AI determines in its sole discretion that usage is excessive, abusive, commercially unreasonable, fraudulent, affects Platform performance, exceeds your plan or causes costs disproportionate to your Fees, Sharp AI may impose usage charges, require an upgrade, throttle, restrict, pause, suspend or terminate use, with or without notice. Trial periods must not be used consecutively or through duplicate accounts to avoid payment.

1.12. Platform Updates: Sharp AI may update, replace, modify, remove, suspend or discontinue the Platform, any Service, feature, integration, model or Third-Party Service at any time, with or without notice. Changes may affect previous operation, pricing, availability or functionality. Your subscription is not dependent on the continued availability of any specific feature or on delivery of future functionality unless expressly stated in a signed Order Form. Any new or replacement feature is subject to these Terms and any additional feature-specific terms.

1.13. International Use and Sanctions: You must not use the Platform where doing so would breach sanctions, export controls, geographic restrictions or applicable law, including restrictions imposed on an Underlying Platform Provider. Access outside the United Kingdom is at your own initiative and risk, and you are responsible for local compliance. Sharp AI may restrict access where it considers this necessary for legal, provider or security reasons.

1.14. Underlying Platform Providers: Sharp AI is a white-labelled service. Core functionality is supplied through HighLevel, Inc. and its affiliates, including LeadConnector LLC, and through other Underlying Platform Providers. Sharp Brains Limited remains responsible for your subscription, invoicing and first-line support. You have no direct contractual or support relationship with an Underlying Platform Provider through these Terms. You must comply with restrictions reasonably required to satisfy our upstream obligations. Sharp AI may monitor, suspend, modify, remove or terminate affected access where requested or required by an Underlying Platform Provider, carrier, regulator or other provider, without liability to the maximum extent permitted by law.

1.15. Artificial Intelligence Features and AI Output: The Platform may include generative AI, machine learning, voice agents, conversation agents, workflow agents, content generation, summarisation, transcription, knowledge retrieval, media generation and automated action functionality. AI Output may be inaccurate, incomplete, outdated, biased, offensive, misleading, non-unique or unsuitable. Sharp AI makes no warranty concerning AI Output and you must independently review, verify and edit it before relying on, publishing, sending or acting on it. AI Output is not legal, medical, financial, tax, employment or other professional advice. You remain solely responsible for every use of AI Output and for obtaining qualified professional review where appropriate.

1.16. AI Inputs, Restricted Data and Model Processing: You are responsible for all AI Inputs, prompts, instructions, files, knowledge sources, integrations, permissions and configurations supplied to an AI Feature. You must not intentionally submit Special Category Personal Data, criminal-offence data, payment card data, authentication credentials, protected health information, children’s data, confidential third-party information or other Restricted Data to a generative AI Feature unless the feature documentation expressly allows it, you have all required rights and lawful bases, appropriate safeguards are implemented and any approval required by Sharp AI has been obtained. AI Inputs, AI Outputs, transcripts, recordings and AI agent logs are Customer Data. Sharp AI and its authorised service providers will not use Personal Data contained in Customer Data to train generalised public AI models without your express written agreement. Models or services connected using your own account, API key or settings remain subject to the relevant provider’s terms and data-use practices.

1.17. AI Agents and Automated Actions: AI Agents may send messages, make calls, book appointments, update records, trigger workflows, use connected accounts, call external APIs and perform other actions according to your configuration and permissions. Actions taken through your configuration are treated as actions instructed and authorised by you. You must test AI Agents before live use, limit access, apply human approval where appropriate, monitor activity and maintain a human escalation route. You are solely responsible for all communications, appointments, transactions, record changes, charges and other consequences caused by an AI Agent or automated workflow operating through your Platform Account.

1.18. Voice AI, Chatbots, Calls, Recording and Transcription: You must make disclosures required by law when an individual interacts with an AI voice agent or chatbot. You are responsible for obtaining every consent required for outbound AI, automated or prerecorded calls and for recording, monitoring, transcribing, analysing or retaining calls or conversations. You must honour opt-outs, suppression lists, do-not-contact requests and applicable calling-time restrictions. You must not configure an AI Agent to unlawfully impersonate a human. Compliance tools are operational aids only and do not constitute legal advice or guarantee compliance.

1.19. Telephone Numbers, Domains and Sub-Account Transfers: Telephone numbers, domains, email services and related resources may be supplied through carriers, registrars and Underlying Platform Providers and remain subject to their rules, charges and procedures. A number ported into the Platform by you remains subject to applicable portability rights and verification. A number procured through the Platform may be released or reassigned after suspension, cancellation or termination if you do not complete an available port-out process in time. Domains may be registered through a third party, may use auto-renewal and may require specific nameservers. Any Sub-Account, number, domain or asset transfer is subject to Sharp AI approval, payment of outstanding amounts, verification, security checks, technical limitations and provider rules. Sharp AI does not guarantee that any asset, integration, domain, number, workflow or configuration can be transferred or recovered.

2. Resale Policy

This Section applies only where Sharp AI has expressly authorised you in writing to resell, sublicense or provide branded access to the Platform.

• Customer Responsibility: You are fully liable to your customers for access to and use of the Platform and are solely responsible for customer contracts, privacy notices, invoicing, taxes, refunds, support, disputes and compliance. You must require customers to accept terms at least as restrictive as these Terms.

• Support: You must provide first-line support and must not direct customers to HighLevel, LeadConnector or another Underlying Platform Provider unless Sharp AI authorises this in writing.

• Minimum Advertised Price: Where Sharp AI notifies you that a minimum advertised price applies, you must not digitally advertise the relevant Platform package below the notified standard price, except where prohibited by law. For sales into the United Kingdom or European Union, this does not prevent private discounts or communications that the final price may differ from the advertised price.

• Branding and Restrictions: You may use approved branding only within the scope of the written authorisation. You acquire no ownership in the Platform or Underlying Platform Provider intellectual property. You must not engage in illegal, deceptive, misleading, unethical or disparaging practices.

• Upstream Compliance: You must promptly suspend or terminate a customer account where Sharp AI reasonably requests this due to suspected breach, unlawful activity, security, carrier requirements or an Underlying Platform Provider instruction. Failure to comply is a material breach.

3. Prohibited Uses

The following are Prohibited Uses. Engaging in a Prohibited Use is a material breach for which Sharp AI may immediately suspend or terminate access:

• Using the Platform in a way that violates applicable law, regulation, sanctions, export controls, carrier rules or third-party rights.

• Using an AI Feature in a jurisdiction that prohibits or materially restricts the relevant use of artificial intelligence.

• Exploiting, harming, harassing, threatening, defrauding or attempting to harm any person.

• Creating, uploading, transmitting, receiving or distributing unlawful, infringing, defamatory, deceptive, malicious, privacy- invasive, sexually exploitative, hateful, discriminatory or graphically violent material.

• Sending unlawful unsolicited marketing, spam, junk mail, phishing, scams or similar communications.

• Impersonating Sharp AI, an Underlying Platform Provider, another user, person or organisation, or misrepresenting an affiliation.

• Using AI Output to create fake reviews, astroturfing, disinformation, deceptive endorsements or misleading synthetic media without required disclosure.

• Disabling, overburdening, damaging or impairing the Platform or a connected network, database, model or service.

• Using robots, spiders, scraping tools, manual copying processes or automated methods to access, copy or monitor the Platform except through documented interfaces or written permission.

• Circumventing access controls, usage limits, safety filters, model restrictions, security measures or provider restrictions.

• Introducing malware, viruses, Trojan horses, worms, logic bombs, ransomware or harmful code.

• Attempting unauthorised access, interference, denial-of-service activity, security probing, vulnerability scanning or penetration testing.

• Using Customer Data, AI Features or communications without required notices, permissions, consents, lawful bases or approvals.

• Submitting Restricted Data to an AI Feature contrary to Section 1.16.

• Using an AI Feature for a solely or substantially automated final decision that produces legal or similarly significant effects, including decisions concerning credit, lending, employment, education, public assistance, housing, insurance, healthcare or legal rights, without meaningful human review and legally required safeguards.

• Using AI to provide individualised medical, legal, financial, tax or other regulated professional advice without review and responsibility by a suitably qualified professional.

• Using AI for unlawful discrimination, law-enforcement or criminal-justice decisions, weapons development, military targeting, operation of critical infrastructure, illegal gambling, payday lending, unlawful political campaigning or activity presenting a high risk of economic or physical harm.

• Using a person’s image, voice, likeness, identity or Personal Data without required rights and permissions.

• Using the Platform to develop, train or assist a competing product by extracting Platform Content, prompts, workflows, interfaces, models, code or proprietary elements.

• Reverse engineering, decompiling, disassembling or attempting to discover source code, object code, system prompts, model weights, algorithms or underlying structure except to the extent applicable law expressly permits this despite a contractual restriction.

• Any other conduct that Sharp AI determines, in its sole discretion, may harm the Platform, Sharp AI, an Underlying Platform Provider, users or third parties, or expose any of them to liability.

4. Payment

Fees: Your use of paid Services is subject to timely payment of all Fees stated in an Order Form, pricing page, Platform Account, invoice or feature setting. Fees may change from time to time. Subscription Fees are normally billed in advance and exclude Communication Surcharges, AI Usage Charges, third-party charges and taxes unless expressly stated otherwise. You authorise Sharp AI and its payment providers to charge the payment method on file and must keep billing information accurate.

Non-Cancellable Commitments: Some subscriptions require a non-cancellable minimum commitment. Where a commitment is stated in an Order Form, Service Agreement, quotation, checkout record or other accepted commercial document, all Fees for that commitment remain due until it is fulfilled, regardless of use, suspension or cancellation, except where the relevant document expressly states otherwise.

AI Features and Usage Charges: AI Features may be subject to subscriptions, included allowances, fair-use limits, overages or pay-per-use charges measured by tokens, minutes, messages, calls, responses, executions, actions, searches, generated media, model usage, build time, external API usage or other metered activity. Certain agent functionality may remain pay-per- use even where other AI Features are included or described as unlimited. You are responsible for charges generated by Authorised Users, AI Agents, workflows and integrations. Where overages or automatic conversion from a trial are enabled, charges may be applied automatically at the then-current rate.

Provider Rate Changes: Communications, carrier, model, voice, payment and other third-party rates may change. Sharp AI may change corresponding Fees or usage charges at any time, including immediately where required to pass through a provider increase or maintain the Service.

Prepaid Balances and Auto Top-Up: Where the Platform uses a prepaid wallet or balance, you must maintain sufficient funds. If auto top-up is enabled, you authorise automatic charges when the balance reaches the configured threshold. Promotional credits and non-refundable provider credits have no cash value unless required by law.

No Mark-Ups: Unless Sharp AI has authorised resale in writing, you may not mark up or increase Sharp AI Fees passed through to customers or third parties. You are solely responsible for all pass-through Fees, refunds, chargebacks and disputes with your customers.

Taxes: You are exclusively responsible for VAT, taxes and governmental assessments associated with your use of the Platform and transactions with your customers, except taxes based on Sharp AI’s net income. Sharp AI may calculate, collect or recalculate taxes where it considers them due, and you will indemnify Sharp AI against tax claims arising from your activities.

Overdue Amounts: If a payment is declined or overdue, Sharp AI may immediately suspend or terminate Services and require payment by another method. You remain responsible for overdue Fees, provider charges, chargeback fees, interest and reasonable recovery costs, including legal costs, to the extent permitted by law.

Payment Disputes: You must notify Sharp AI in writing within thirty (30) days of the invoice date of any charge you dispute. You must pay all invoiced Fees and charges while a dispute is pending, otherwise you waive the right to pursue the dispute to the maximum extent permitted by law. You must act reasonably, in good faith and cooperate diligently. Subject to any non- excludable legal right, Sharp AI’s determination regarding invoiced Fees is final.

No Refunds or Credits: Except where required by law or expressly stated in a signed agreement, all Fees, usage charges, prepaid balances and Communication Surcharges are non-refundable. No credit is provided for errors or omissions by you or a third party, unused or partially used Services, account inactivity, suspension, termination, unused allowances or failure to cancel correctly. Sharp AI may issue or deny a refund or credit in its sole discretion.

Cancellation: You are solely responsible for cancelling Services. Unless an Order Form states otherwise, Sharp AI requires written notice at least thirty (30) days before the next billing date. Where notice is received later, the next renewal and related charges may still apply. Cancellation does not release you from committed Fees, usage charges, provider charges or other amounts incurred before the effective cancellation date.

Financial Transactions: You are solely responsible for financial transactions conducted by you or your customers through payment, billing or commerce tools, including tax settings, refunds, chargebacks, disputes, regulatory compliance and payment-provider requirements. Sharp AI does not hold customer funds unless expressly stated.

5. Affiliate Program

Sharp AI may offer an Affiliate Program under which approved customers or partners may receive commissions for eligible referrals. Participation is subject to approval, the applicable Affiliate Agreement and programme rules. You must maintain an eligible payment account and provide accurate tax and payment details. Commissions may be withheld, reversed or forfeited where a referral is fraudulent, self-referred, cancelled, refunded, charged back, unpaid or otherwise ineligible.

6. Intellectual Property

6.1. Platform Content: The Platform and Platform Content are owned by Sharp AI, an Underlying Platform Provider or their licensors and are protected by intellectual property laws. Platform Content does not include Customer Data or Feedback. Subject to these Terms and payment of Fees, Sharp AI grants you a limited, personal, non-exclusive, non-transferable, non- sublicensable and revocable licence during your subscription to access and use the Platform for lawful business purposes and, where your plan permits, provide access to your customers. No other rights are granted.

6.2. Sharp AI Marks: Sharp AI Marks may not be used without prior written permission except as expressly permitted in an authorised partner agreement. You must not remove proprietary notices or use Sharp AI Marks in a misleading, confusing, disparaging or unauthorised manner. These Terms grant no rights in the marks or branding of an Underlying Platform Provider.

6.3. Customer Data: As between you and Sharp AI, you retain the rights you hold in Customer Data. Customer Data is confidential and is not a public User Contribution. You grant Sharp AI, Underlying Platform Providers and subprocessors a worldwide, non-exclusive licence to host, copy, transmit, display, back up, modify where technically necessary and otherwise process Customer Data for the purposes described in these Terms, the Privacy Policy, a Data Processing Agreement, your instructions and applicable law. Sharp AI will not sell Customer Data or use it for unrelated advertising. Sharp AI may use aggregated, de-identified or anonymised information for analytics, security, benchmarking, product improvement and business purposes where neither you nor an individual can reasonably be identified.

6.4. Feedback: Feedback is non-confidential and non-proprietary. You grant Sharp AI, its affiliates, Underlying Platform Providers and their licensees, successors and assigns a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use, reproduce, modify, perform, display, distribute, disclose, commercialise and otherwise exploit Feedback for any purpose without restriction, attribution or compensation. Feedback excludes Customer Data entered into the Platform for the purpose of receiving the Services.

6.5. User Contributions: User Contributions are content you intentionally submit for publication in a public or shared area, including reviews, community posts, templates or marketplace materials. User Contributions are non-confidential. You grant Sharp AI, Underlying Platform Providers and their licensees, successors and assigns a perpetual, worldwide, transferable, sublicensable and royalty-free right to host, reproduce, modify, perform, display, distribute and disclose User Contributions for the operation, promotion and improvement of the Platform. You represent and warrant that you control all required rights and that your User Contributions comply with these Terms.

6.6. AI Input and AI Output: You retain any rights you hold in AI Input. Subject to these Terms and any third-party model terms, Sharp AI grants you a licence to use AI Output generated for you for lawful business purposes. Sharp AI does not transfer or assign any intellectual property right that it or a third party may hold in AI Output. AI Output may not be unique, copyrightable, registrable or free from third-party rights, and similar output may be generated for others. You are solely responsible for review, clearance and use.

6.7. Prohibited User Contributions: You must not publish User Contributions that are unlawful, threatening, abusive, harassing, discriminatory, defamatory, deceptive, fraudulent, invasive of privacy, sexually exploitative, graphically violent, infringing, malicious or designed to compromise Platform security. Sharp AI may remove or restrict content at any time, with or without notice and for any reason.

7. Disclaimers

THE PLATFORM, SERVICES, AI FEATURES, AI OUTPUT, BETA FEATURES AND THIRD-PARTY SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHARP AI EXCLUDES ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, CONDITIONS AND OTHER TERMS, INCLUDING SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT, ACCURACY, SECURITY AND AVAILABILITY.

SHARP AI DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR COMPATIBLE WITH EVERY SYSTEM; THAT RESULTS WILL BE EFFECTIVE, ACCURATE OR RELIABLE; THAT DATA WILL ALWAYS BE STORED OR RECOVERABLE; OR THAT ANY THIRD-PARTY SERVICE, MODEL, TELEPHONE NUMBER, DOMAIN, INTEGRATION OR FEATURE WILL REMAIN AVAILABLE.

AI FEATURES ARE PROBABILISTIC. AI OUTPUT MAY BE INACCURATE, INCOMPLETE, OUTDATED, BIASED, OFFENSIVE, MISLEADING OR UNSUITABLE. SHARP AI MAKES NO WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS, LEGALITY, UNIQUENESS OR APPROPRIATENESS OF AI OUTPUT. YOU MUST INDEPENDENTLY VERIFY AI OUTPUT AND USE QUALIFIED HUMAN REVIEW FOR PROFESSIONAL, REGULATED, SENSITIVE OR SIGNIFICANT MATTERS.

Internet and telecommunications networks are inherently subject to risks outside our control. Sharp AI is not responsible for interception, alteration or loss of data in transit, or for losses caused by customer devices, customer configuration, unauthorised users, carriers, Underlying Platform Providers or Third-Party Services.

Transactions with Third-Party Services are governed by the relevant provider’s terms and are conducted at your own risk. Sharp AI does not provide warranties on behalf of third parties. Compliance, consent, tax, accessibility, security and similar tools are operational aids only and do not constitute professional advice or guarantee compliance.

Beta or early-release features may be changed or withdrawn at any time and are provided without service-level commitments, indemnities or warranties. Sharp AI may modify or discontinue any Platform feature or Service at any time, with or without notice and without liability, to the maximum extent permitted by law.

8. Limitation of Liability, Indemnification and Mitigation

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

Subject to the paragraph above, your exclusive remedy and Sharp AI’s entire aggregate liability for all claims arising out of or connected with these Terms, the Platform or Services, whether in contract, tort including negligence, misrepresentation, restitution, breach of statutory duty or otherwise, is limited to the amount you paid Sharp AI for Services during the three (3) months immediately before the act or omission giving rise to liability. If you use only free Services, Sharp AI’s aggregate liability is limited to one hundred pounds sterling (£100).

IN NO EVENT WILL SHARP AI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, UNDERLYING PLATFORM PROVIDERS OR SERVICE PROVIDERS BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSS, LOSS OF PROFIT, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, ANTICIPATED SAVINGS, USE OR DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR DAMAGES ARISING FROM MALICIOUS CODE, WHETHER OR NOT ADVISED OF THE

POSSIBILITY AND ON ANY THEORY OF LIABILITY.

Sharp AI is not liable for any Third-Party Service or Underlying Platform Provider, disruption, outage, model output, provider statement, transaction, payment processing, data access, data modification, data deletion, carrier action, number release, domain issue, integration failure or automated action configured by you. You irrevocably waive claims against Sharp AI to the extent arising solely from those matters, to the maximum extent permitted by law.

You agree to defend, indemnify and hold harmless Sharp AI, its affiliates, officers, directors, employees, contractors, licensors and Underlying Platform Providers from all demands, claims, actions, proceedings, investigations, fines, penalties, damages, liabilities, losses, Fees, costs and expenses, including reasonable legal costs and investigation costs, directly or indirectly arising from or connected with: (a) information, data, AI Input or materials supplied by you or your users; (b) breach of these Terms by you, your employees, agents, customers or Authorised Users; (c) misuse or wrongful possession of Platform property; (d) actual or alleged negligence, gross negligence, wilful misconduct or misrepresentation by you or your users; (e) actual or alleged violation of law, regulation, carrier rules or third-party rights; (f) communications, calls, recordings, transcriptions, marketing, consent, opt-outs or disclosures; (g) Customer Data collection, use, storage, disclosure, retention, security or deletion; (h) privacy or data-protection claims, including failure to provide notices, obtain consent, respond to rights requests or apply security measures; (i) Restricted Data or protected health information submitted to the Platform; (j) your use of AI Features, AI Output, AI Agents or automated actions, including copyright, defamation, misinformation, discrimination or professional-advice claims; (k) taxes, Fees, chargebacks and financial transactions; (l) domains, telephone numbers and connected accounts; and (m) disputes between you and another user, your customer, client, employee or third party.

Sharp AI may control the defence and settlement of any matter subject to indemnity, and you must provide cooperation at your cost. You may not settle a claim in a way that admits liability or imposes an obligation on Sharp AI or an indemnified party without written consent.

If the Platform is alleged or found to infringe third-party intellectual property rights, Sharp AI may, in its sole discretion: (i) obtain a right for continued use; (ii) modify or replace the affected part; or (iii) require you to cease use of the affected part or Service. This is your exclusive remedy for such a claim, except where applicable law requires otherwise.

9. Notification and Time for Claims

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CAUSE OF ACTION OR CONTRACTUAL CLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM OR SERVICES MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF WHEN YOU KNEW OR SHOULD HAVE KNOWN OF IT, OTHERWISE THE CLAIM IS PERMANENTLY BARRED. THIS DOES NOT SHORTEN A LIMITATION PERIOD THAT APPLICABLE LAW DOES NOT PERMIT THE PARTIES TO ALTER.

10. Injunctive Relief

You acknowledge that a breach of confidentiality, intellectual property, security, access restrictions, reverse-engineering restrictions or misuse provisions may cause irreparable injury to Sharp AI or an Underlying Platform Provider for which damages would not be an adequate remedy. Sharp AI may seek interim, injunctive or equitable relief, in addition to other remedies, without having to post a bond or other security. Seeking relief does not waive arbitration or any other right.

11. Waiver and Severability

No waiver by Sharp AI is a continuing waiver or a waiver of another term. A failure or delay by Sharp AI to exercise a right does not waive that right. Any waiver must be in writing and applies only to the specific circumstances stated.

If a provision is held invalid, illegal or unenforceable, it will be limited or modified to the minimum extent necessary to make it enforceable or, if that is not possible, deleted. The remaining provisions continue in full force and effect.

12. Change of Control and Assignment

Sharp AI may assign, transfer, subcontract or otherwise deal with its rights or obligations under these Terms at any time, with or without notice. You may not assign, transfer, novate, sublicense or otherwise deal with your rights or obligations without Sharp AI’s prior written consent, which may be withheld in its sole discretion. A Sub-Account transfer does not assign these Terms unless Sharp AI expressly agrees in writing.

13. Entire Agreement and Order of Precedence

These Terms, together with documents expressly incorporated into them, constitute the entire agreement concerning the Platform and supersede prior and contemporaneous discussions, proposals, understandings, representations and warranties relating to the same subject matter. Nothing excludes liability for fraud or fraudulent misrepresentation. Sharp AI may enter into a separate Order Form, Service Agreement, Data Processing Agreement, Affiliate Agreement, reseller agreement or feature-specific agreement with you. Where documents conflict, the following order applies only to the subject of the conflict:

(1) the Data Processing Agreement for processing of Personal Data;

(2) the signed Order Form or Service Agreement;

(3) feature-specific terms;

(4) these Terms; and

(5) the Privacy Policy.

A separate agreement controls only where it expressly conflicts with these Terms.

14. Term and Termination

These Terms remain in force while you maintain a Platform Account, use the Services or owe amounts to Sharp AI. Provisions intended by their nature to survive, including payment, intellectual property, confidentiality, data protection, indemnity, liability, claims and dispute resolution provisions, survive termination.

Grounds for Suspension or Termination: Sharp AI may, in its sole discretion, suspend, restrict or terminate access to the Platform or any Service at any time, for any or no reason, with or without notice and without liability, including for suspected fraud, abuse, non-payment, excessive use, unlawful activity, prohibited AI use, security concerns, carrier restrictions, inactivity, risk to the Platform or third parties, or a request or requirement from an Underlying Platform Provider, regulator, carrier or service provider. Sharp AI may report suspected unlawful activity to relevant authorities.

No Right to Services after Termination: Upon suspension or termination, your right to use the affected Platform and Services immediately ceases. Sharp AI is not liable for claims arising from suspension, termination, loss of access, loss of data, number release, domain disruption or actions taken in connection with enforcement of these Terms. Customer Cancellation: You may cancel only in accordance with Section 4 and any applicable Order Form or committed term. A user who receives access through another account owner must contact that account owner for cancellation or subscription changes.

Customer Data and Export: You are responsible for exporting and backing up Customer Data before cancellation or termination. Sharp AI has no obligation to provide continued Platform access after termination. At its discretion and subject to payment of all amounts, technical availability, security and provider restrictions, Sharp AI may provide a limited retrieval method or paid assistance. This does not apply where access is suspended or terminated for breach, non-payment, security, unlawful activity or an upstream instruction. After termination, Customer Data may be deleted, anonymised or retained in backups and legal archives in accordance with the Privacy Policy, Data Processing Agreement, provider processes and applicable law.

Telephone Numbers, Domains and Transfers after Termination: You must initiate port-out, transfer or migration steps before termination. Numbers procured through the Platform may be released promptly after termination if no valid transfer is pending. Domains and DNS services may cease if transfer or renewal steps are not completed. Sharp AI is not responsible for loss of a number, domain, data, integration or connected service where required steps, payments or information are not completed in time. Transfers are subject to approval, verification, provider rules and settlement of all outstanding amounts.

Inactive Accounts: Sharp AI may delete Platform Accounts that have remained inactive for at least one year, or sooner where permitted by an applicable plan, provider rule or data-retention policy.

Force Majeure: Sharp AI is not liable for delay, failure, suspension or non-delivery caused by an event beyond its reasonable control, including natural disaster, epidemic, labour disturbance, war, civil disorder, fire, accident, adverse weather, governmental action, sanctions, utility failure, internet failure, cyberattack, carrier failure, inability to obtain supplies or a widespread third-party or Underlying Platform Provider outage.

15. Applicable Law, Binding Arbitration and Collective Action Waiver

These Terms and any non-contractual obligations arising from them are governed by the laws of England and Wales, without regard to conflict-of-law principles.

Except for a claim for urgent injunctive relief, any dispute, controversy or claim arising out of or relating to these Terms, the Platform or Services will be finally resolved by binding arbitration seated in London, England, in the English language, by one arbitrator under the Arbitration Act 1996 as amended. The parties will attempt in good faith to agree the arbitrator. If they do not agree within fourteen (14) days of a written arbitration notice, the arbitrator will be appointed in accordance with the Act. The arbitrator may award any remedy available under applicable law, subject to these Terms.

All disputes must be brought on an individual basis. To the maximum extent permitted by law, claims of more than one customer or user may not be combined, consolidated or brought as a representative, group or collective action. Nothing prevents Sharp AI from seeking interim or injunctive relief in a court of competent jurisdiction or pursuing undisputed debt through the courts.

16. Communications and Contact Information

Legal notices must be in writing and sent by email. Notices to Sharp AI must be sent to [email protected]. Notices to you may be sent to the primary email associated with the Platform Account, through the Platform or by another legally permitted method. An email notice is treated as received when delivered, provided the sender does not receive a delivery-failure notification.

Sharp AI may send service, billing, security, usage, contractual, AI-feature and legal communications using contact information associated with your Platform Account. Marketing messages may be stopped using the unsubscribe method provided or by contacting [email protected]. Service and legal communications may still be sent where necessary. Sharp AI will not ask you by email to disclose your password. Report suspicious messages to [email protected].

For support, feedback and general communications, contact [email protected] or write to:

Sharp Brains Limited

268 Bath Road

Slough, England

SL1 4DX

17. Definitions

17.1. “AI Agent”

An AI Feature configured to interact with users, access information, call tools or integrations, or perform actions with a degree of automation.

17.2. “AI Feature”

Any artificial intelligence, machine-learning, generative AI, voice, chatbot, agent, content-generation, summarisation, transcription, retrieval, media-generation or automated decision-support feature made available through the Platform.

17.3. “AI Input”

Prompts, instructions, messages, files, knowledge sources, data, audio, images, configurations and other information submitted to or retrieved by an AI Feature.

17.4. “AI Output”

Text, audio, images, video, recommendations, summaries, classifications, actions or other content or results generated by an AI Feature.

17.5. “AI Usage Charges”

Subscription, token, minute, message, response, execution, action, search, model, media-generation, API or other charges associated with an AI Feature.

17.6. “Authorised User”

An employee, contractor, customer or other person authorised by you to access the Platform through your Platform Account.

17.7. “Communication Surcharges”

Carrier, telecommunications, email, telephone, messaging, number-rental or similar provider fees and surcharges associated with communication features, also described as PAYG or usage charges.

17.8. “Customer Data”

All data, records, files, communications, contact information, lead information, customer information, vendor information, employee information, Personal Data, AI Inputs, AI Outputs, transcripts, recordings, agent logs and other content submitted to, stored within, transmitted through or generated through the Platform by or on behalf of you or an Authorised User. Customer Data excludes Platform Content and Feedback.

17.9. “Data Controller”

Has the meaning given to controller under applicable Data Protection Laws.

17.10. “Data Processing Agreement”

A signed data-processing agreement or data-protection schedule governing Sharp AI’s processing of Personal Data on your behalf.

17.11. “Data Processor”

Has the meaning given to processor under applicable Data Protection Laws.

17.12. “Data Protection Laws”

The UK General Data Protection Regulation, Data Protection Act 2018, Privacy and Electronic Communications Regulations 2003 and any replacement or amending legislation that applies to processing.

17.13. “Feedback”

Ideas, suggestions, feature requests, reviews or recommendations voluntarily provided about improvements, enhancements, products, Services or Sharp AI’s business, excluding Customer Data entered to receive the Services.

17.14. “Fees”

Subscription fees, Communication Surcharges, AI Usage Charges, usage charges, add-on charges, provider charges and other amounts payable for the Platform or Services.

17.15. “Login Credentials”

Usernames, passwords, authentication codes, keys or other credentials used to access a Platform Account.

17.16. “Order Form”

An order, proposal, quotation, checkout record, invoice schedule or other accepted document that identifies Services, pricing, subscription term or commercial terms.

17.17. “Personal Data”

Has the meaning given to personal data under applicable Data Protection Laws.

17.18. “Platform”

The Sharp AI website, application, software, functionality, communications channels, AI Features, integrations and Services made available by Sharp AI.

17.19. “Platform Account”

The account through which you and Authorised Users access and use the Platform.

17.20. “Platform Content”

Software, interfaces, features, functionality, system prompts, workflows, models, templates, code, text, graphics, videos, logos, databases, documentation and other materials owned or licensed by Sharp AI or an Underlying Platform Provider and made available through the Platform. Platform Content excludes Customer Data and Feedback.

17.21. “Prohibited Uses”

The behaviours described in Section 3.

17.22. “Restricted Data”

Special Category Personal Data, criminal-offence data, payment card data, authentication credentials, protected health information, children’s data and other information subject to heightened legal, contractual or security requirements.

17.23. “Services”

Products, features, AI Features, integrations, support and other services Sharp AI makes available through or in connection with the Platform, including Third-Party Services.

17.24. “Sharp AI Marks”

The Sharp AI name, logos, trade marks, service marks and related brand assets.

17.25. “Special Category Personal Data”

Has the meaning given under Data Protection Laws and includes information revealing racial or ethnic origin, political opinio ns, religious or philosophical beliefs, trade-union membership, genetic data, biometric data used for identification, health data and data concerning a person’s sex life or sexual orientation.

17.26. “Sub-Account”

An account or location for one business operated under the Sharp AI Platform Account or underlying white-label agency account.

17.27. “Subprocessor”

A third party appointed by Sharp AI or another authorised processor in the processing chain to process Personal Data in connection with the Services.

17.28. “Third-Party Content”

Content, offers, links or materials supplied by a third party and made available through the Platform.

17.29. “Third-Party Services”

Products, platforms, communications providers, payment providers, AI model providers, integrations, hosting services or otherservices supplied by a third party and used with or through the Platform.

17.30. “Underlying Platform Provider”

HighLevel, Inc., its affiliates including LeadConnector LLC, and any other provider whose technology, infrastructure, communications, artificial intelligence or operational services form part of the white-labelled Platform.

17.31. “User Contributions”

Content intentionally submitted for publication in a public or shared area of the Platform, excluding Customer Data and Feedback.