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, together with other infrastructure, communications 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 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 creating a Platform Account, accessing or using Sharp AI at www.sharpai.app, accepting an Order Form that refers to these Terms, or continuing to use the Platform after the effective date of these Terms, you agree to be bound by them. If you accept these Terms on behalf of an organisation, you confirm that you have authority to bind that organisation. If you do not agree to these Terms, you must not access or use the Platform.

Changes to Terms

We may update these Terms from time to time. We provide written notice of any material change that adversely affects your rights or obligations. Non material changes, including corrections, clarifications and changes required by law, security requirements or an Underlying Platform Provider, may take effect when posted or on the date stated in the notice. If a material change substantially reduces your contractual rights, you may cancel the affected Service before the change takes effect without an additional cancellation charge. Your continued use of the Platform after the effective date of an updated version constitutes acceptance of that version.

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 the provision of 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. The organisation on whose behalf an account is created owns the Platform Account. Platform Accounts are non transferable except through an approved account transfer process. If ownership is disputed, we may request payment records, company documents, court orders or other evidence and may temporarily restrict the account until the dispute is resolved. We are not required to adjudicate a private ownership dispute.

1.3. Intended Use: You and your Authorised Users may use the Platform only for lawful business purposes and in accordance with these Terms. You are responsible for the acts and omissions of your employees, agents, contractors, customers and other Authorised Users. You must maintain all licences, permissions, authorisations, notices and consents required for your use of the Platform and for any data, content or communications submitted, generated or sent through it. You are responsible for the accuracy, quality, legality and integrity of Customer Data and for ensuring that your instructions to Sharp AI comply with applicable law.

1.4. Privacy, Customer Data and Data Protection: The parties will comply with applicable Data Protection Laws. The following provisions apply where Sharp AI processes Personal Data in connection with the Services:

• Roles: For Personal Data contained in Customer Data, you act as the Data Controller and Sharp Brains Limited acts as the Data Processor, unless applicable law requires otherwise. Sharp Brains Limited may act as an independent controller for limited account administration, billing, fraud prevention, security, service analytics and legal compliance activities described in the Privacy Policy.

• Documented Instructions: We will process Customer Data only on your documented instructions, including these Terms, the applicable Order Form, the Service Agreement, your use and configuration of the Platform and instructions submitted through authorised support channels, unless processing is required by law. Where legally permitted, we will inform you before carrying out legally required processing.

• Confidentiality: We will ensure that persons authorised to process Customer Data are subject to appropriate confidentiality obligations.

• Security: We will maintain appropriate technical and organisational measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, taking into account the nature of the processing, available technology and implementation costs.

• Subprocessors: You provide general authorisation for us to appoint subprocessors required to provide the Services. These may include HighLevel, Inc., LeadConnector LLC, hosting providers, communications providers and specialised AI providers. We will impose appropriate data protection obligations on subprocessors and remain responsible for their performance to the extent required by Data Protection Laws. We will maintain a current list of material subprocessors on our website or provide it on request, give reasonable notice of material new subprocessors and provide a process for legitimate data protection objections.

• Support and Security Access: You authorise Sharp AI and relevant subprocessors to access and monitor your Platform Account only as reasonably necessary to provide support, maintain security, investigate misuse, comply with law and perform obligations under these Terms. Access will be limited to authorised personnel and logged where appropriate.

• Personal Data Breaches: We will notify you without undue delay after becoming aware of a Personal Data Breach affecting Customer Data and will provide information reasonably available to us to assist your compliance obligations.

• Assistance: Taking into account the nature of the processing, we will provide reasonable assistance with data subject requests, security obligations, data protection impact assessments and regulatory consultations. Additional assistance outside the standard Services may be

chargeable at agreed rates.

• International Transfers: We will not make a restricted international transfer of Personal Data unless a legally recognised transfer mechanism and any required supplementary measures are in place.

• Return and Deletion: Following termination, you may export Customer Data during the period specified in Section 14. After that period, we will delete or return Customer Data in accordance with the applicable Data Processing Agreement and our documented backup retention schedule, unless continued retention is required by law.

• Customer Responsibilities: You are responsible for providing all required privacy notices, identifying a lawful basis, responding to data subject requests as Data Controller, maintaining an appropriate retention policy and obtaining all permissions and consents required to provide Customer Data to us and use the Platform's communications and AI features.

• Priority: Where a signed Service Agreement or Data Processing Agreement applies, it forms part of the agreement between the parties and takes priority over these Terms in relation to confidentiality and the processing of Personal Data where there is a conflict.

1.5. Login Credentials and Security: You are responsible for maintaining the confidentiality and security of Login Credentials and for activity carried out through your Platform Account. You must notify Sharp AI promptly of suspected unauthorised access or any security incident. You must enable multi factor authentication where it is made available and follow reasonable security guidance supplied by Sharp AI. We may disable credentials where reasonably necessary to protect the Platform, address suspected misuse, comply with law or enforce these Terms.

1.6. Use of Communication Services: The Platform may include RCS, SMS, MMS, email, voice calls and other communications features. You control the content, recipients, timing and initiation of communications sent through your account and are responsible for compliance with applicable privacy, direct marketing, telecommunications, advertising and consumer protection laws, carrier rules and registration requirements. You, and not Sharp AI or an Underlying Platform Provider, are the sender, advertiser, seller or telemarketer for legal and regulatory purposes. Any compliance feature is an operational aid and does not constitute legal advice or guarantee compliance.

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 and managing each integration. By connecting a Third Party Service, you instruct us to exchange Customer Data with that provider as required for the integration. Your use of a Third Party Service may be governed by separate terms between you and that provider, particularly where you connect your own provider account or API key. Availability, operation, model selection, pricing and terms may be controlled by the relevant third party. We are not responsible for outages, changes, acts or omissions caused solely by a Third Party Service, although we will use reasonable care when managing integrations that form a material part of the Services.

1.8. APIs and Marketplace Integrations: Where the Platform provides APIs, webhooks, marketplace applications or workflow connectors, you are responsible for the security and lawful use of those connections and for ensuring that you have all rights and consents required to transfer data through them. You must not use an API or integration in a manner that is abusive, excessive, insecure or likely to threaten the integrity or performance of the Platform. We may restrict an integration that creates a security, legal or operational risk.

1.9. Third Party Content: The Platform may display or link to Third Party Content. Third Party Content is provided by its respective owner and does not necessarily reflect the views of Sharp AI. Your dealings with third parties are at your own discretion, and you are responsible for reviewing and complying with applicable third party terms.

1.10. Customisations: The Platform may allow you to apply your business name, trade marks, logo, colours or other branding. You confirm that you have the rights required to use those materials. We or an Underlying Platform Provider may remove a customisation where reasonably necessary to address legal, security, technical, platform integrity or third party rights concerns.

1.11. Fair Use, Excessive Use and Trials: Services are offered on a tiered basis and may be subject to usage limits, fair use protections and trial restrictions described in an Order Form, pricing page, feature description or account settings. Descriptions such as "unlimited" remain subject to reasonable fair use, security, technical and abuse prevention limits. If usage materially exceeds applicable limits or causes unreasonable technical or cost impact, we may require an upgrade, apply agreed usage charges, throttle or temporarily limit affected functionality, or suspend the relevant activity. Where practicable, we will provide notice and an opportunity to address the issue. Trial periods must not be used consecutively to avoid payment.

1.12. Platform Updates: We may update, improve, replace or modify the Platform. We will not materially reduce the core functionality of a paid Service during a current committed term without reasonable notice, except where required for security, legal compliance, the availability or requirements of an Underlying Platform Provider, or the operation of a Third Party Service. Your purchase is not dependent on the delivery of a future feature unless expressly stated in a signed Order Form.

1.13. International Use and Sanctions: You must not use the Platform where doing so would breach applicable sanctions, export control laws or other legal restrictions, including restrictions applicable to an Underlying Platform Provider. If you access the Platform outside the United Kingdom, you are responsible for compliance with applicable local laws. We may restrict access where reasonably required to comply with sanctions, export controls, provider restrictions or legal obligations.

1.14. Underlying Platform Providers: Sharp AI is a white labelled service. Certain 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. Your use of Sharp AI does not create a direct support or contractual relationship with an Underlying Platform Provider. You must comply with restrictions reasonably required to protect the Platform and satisfy our upstream contractual obligations. We may suspend, modify or discontinue affected functionality where reasonably required by an Underlying Platform Provider, provided that we will give notice where practicable and will not use this provision to avoid obligations expressly accepted in a signed Service Agreement.

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, image or media generation and automated action functionality. AI Output may be inaccurate, incomplete, outdated, offensive, misleading, biased or unsuitable for its intended purpose. You must independently review, verify and, where appropriate, edit AI Output before relying on it, publishing it, sending it or allowing it to affect another person. AI Output does not constitute legal, medical, financial, tax, employment or other professional advice. We do not guarantee that AI Output is unique, copyrightable, free from third party rights or appropriate for a regulated use.

1.16. AI Inputs, Sensitive Information and Model Training: You are responsible for AI Inputs, knowledge sources, instructions, prompts, integrations and data 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 relevant documentation expressly permits that use, you have a valid lawful basis, required notices and permissions have been provided, appropriate safeguards are implemented and any required written approval has been obtained from Sharp AI. AI Inputs, AI Outputs, transcripts, recordings and AI agent logs are Customer Data. Sharp AI and its service providers will not use Personal Data contained in Customer Data to train generalised public AI models without your express written agreement. Optional models connected using your own third party account may be governed by that provider's terms and data use settings.

1.17. AI Agents and Automated Actions: An AI Agent may send messages, make calls, book appointments, update records, trigger workflows, access knowledge sources, use external APIs or take other actions according to your configuration and permissions. Actions performed in accordance with your configuration will be treated as actions instructed by you. You must test AI Agents before live deployment, use least privilege access, apply human approval to material, sensitive or irreversible actions, monitor logs and performance, and provide a clear escalation route to a human where appropriate. You remain responsible for communications, appointments, transactions, record changes and external actions initiated through your Platform Account.

1.18. Voice AI, Chatbots, Calls, Recording and Transcription: You must clearly disclose when an individual is interacting with an AI based voice agent or chatbot. Before initiating an outbound AI, automated or prerecorded marketing call, you must obtain any specific consent required by applicable law. General marketing consent or consent to receive live calls may not be sufficient. You must honour withdrawals, opt outs, suppression lists, do not contact preferences and applicable calling time restrictions. You are responsible for providing all required notices and obtaining permissions before recording, monitoring, transcribing, analysing or retaining a call or conversation. You must not configure an AI Agent to misrepresent itself as a human.

1.19. Telephone Numbers, Domains and Sub Account Transfers: Telephone numbers, email services, domains and related resources may be supplied through carriers, registrars and Underlying Platform Providers and remain subject to their technical rules, fees and transfer

procedures. A telephone number that you ported into the Platform remains subject to applicable portability rights and carrier verification. A number procured through the Platform may be released as soon as fourteen (14) days after termination unless a valid port out request is completed in time. Domains purchased or transferred through the Platform may be registered or administered through

a third party provider, may be set to auto renew and may require specific nameservers. Transfers of a Sub Account, telephone number or domain are subject to payment of outstanding undisputed amounts, identity and ownership verification, security checks, technical limitations and the transfer rules of the relevant provider. Some assets, integrations, domains and provider specific configurations may not transfer automatically and may require reconfiguration

2. Resale and Partner Use

This Section applies only if Sharp AI has expressly authorised you in writing to resell, sublicense or provide branded access to the Platform. It does not apply to ordinary use of a Sub Account for your own business.

• Customer Contracts: You are responsible for implementing terms of service and a privacy notice for your customers that provide protections at least equivalent to those required by these Terms. You are responsible for your customer relationships, invoicing, taxes, refunds, support and disputes.

• Representations and Support: You must not misrepresent the Platform, Sharp AI or an Underlying Platform Provider, and you must provide reasonable first line support to your customers. You must not direct your customers to an Underlying Platform Provider unless Sharp AI has authorised this in writing.

• Minimum Advertised Price: Where Sharp AI notifies you in writing that a minimum advertised price policy applies, you must not publicly advertise the relevant Platform package below the notified price, except where the restriction is prohibited by applicable law. This does not prevent a privately negotiated final price where permitted by law and the applicable partner agreement.

• Branding and Intellectual Property: You may use approved branding only within the scope of the written reseller or partner authorisation. You acquire no ownership in Platform technology, trade dress or Underlying Platform Provider intellectual property.

• Upstream Compliance: You must promptly assist us in addressing a customer account that is reasonably suspected of breaching these Terms, applicable law, carrier rules or upstream platform requirements. We may require suspension or termination of the affected customer account.

3. Prohibited Uses

The following activities are Prohibited Conduct and may result in suspension or termination under Section 14:

• Using the Platform in a way that violates applicable law, regulation, sanctions, export controls, carrier rules or a third party's 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 child sexual exploitation material, sexually explicit unlawful content, hateful, discriminatory, harassing or graphically violent content.

• Uploading, transmitting, receiving, using or reusing unlawful, infringing, deceptive, defamatory, malicious or privacy invasive material.

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

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

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

• Using the Platform in a way that materially restricts or interferes with another person's use of the Platform.

• Disabling, overburdening, damaging or impairing the Platform or any connected network, system, database or AI service.

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

• Circumventing access controls, usage limits, safety filters, model restrictions, security measures or restrictions imposed by the Platform or an Underlying Platform Provider.

• Introducing viruses, Trojan horses, worms, logic bombs, ransomware, malware or other technologically harmful material.

• Attempting to gain unauthorised access to, interfere with, damage or disrupt any part of the Platform or connected systems.

• Carrying out or facilitating denial of service attacks, abusive traffic generation, penetration testing, security probing or vulnerability scanning without prior written authorisation.

• Using Customer Data, AI Features or communications features without the notices, permissions, consents, lawful basis or regulatory approvals required by applicable law.

• Submitting Restricted Data to an AI Feature contrary to Section 1.16 or failing to protect confidential and sensitive information.

• Using an AI Feature as part of a solely or substantially automated final decision concerning credit, lending, employment, education, public assistance, housing, insurance, healthcare, legal rights or another matter producing legal or similarly significant effects without meaningful and appropriately qualified human review and all safeguards required by law.

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

• Using an AI Feature 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 other activity presenting a high risk of economic or physical harm.

• Generating or distributing content that infringes intellectual property rights or using a person's image, voice, likeness or Personal Data without required rights and permissions.

• Using the Platform to develop or train a competing product by extracting protected Platform Content, models, prompts, workflows, interfaces or other proprietary elements, except where such restriction is prohibited by law.

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

4. Payment

• Fees: Your use of paid Services is subject to timely payment of the Fees stated in the applicable Order Form, pricing page or Platform Account. Subscription Fees are normally billed in advance. Fees exclude Communication Surcharges, AI Usage Charges, third party usage

charges and applicable taxes unless expressly stated otherwise. You must keep billing information accurate and notify us promptly of changes.

• Monthly Rolling Subscription: Unless a signed Order Form expressly states a different committed term, subscriptions are provided on a monthly rolling basis with no non cancellable minimum term.

• Committed Terms: A non cancellable minimum commitment applies only where its duration, Fees and cancellation consequences are expressly stated in a signed Order Form or Service Agreement. Charges for that commitment remain payable until the committed term ends, subject to any termination rights in that agreement.

• AI Features and Usage Charges: AI Features may be subject to a subscription, included usage allowance, fair use limit or pay per use charge. Usage may be measured by tokens, minutes, messages, calls, agent responses, agent executions, workflow actions, generated media, model usage, searches, external API usage, build time or other metered activity. Agent Studio and similar advanced agent functionality may remain pay per use even where other AI Features are described as included or unlimited. Current charges and included allowances are shown in your Order Form, pricing page, Platform Account or feature settings.

• Overages and Automated Activity: Where an Order Form or your account settings allow overages, additional usage may be charged automatically after an allowance is exceeded. You are responsible for charges generated by AI Agents, workflows, integrations and Authorised Users operating through your Platform Account, including automated actions. You should use budgets, permissions and usage controls made available through the Platform.

• Provider Rate Changes: Communication, model, voice, media generation and other third party rates may change. We may adjust corresponding usage charges on reasonable notice, or immediately where a provider change must be passed through to maintain the Service. We will not change a fixed committed subscription Fee during its current committed term unless the applicable Order Form permits it.

• Communication and Usage Charges: You are responsible for Communication Surcharges and other usage based charges generated through your Platform Account. These may be billed separately, charged to a stored payment method or deducted from a prepaid balance. Telephone system charges may apply separately even where Voice AI usage is included in a subscription.

• Prepaid Balances and Wallets: Where the Platform uses a prepaid wallet or balance, you are responsible for maintaining sufficient funds. Auto top up settings, if enabled by you, may charge the stored payment method when the balance falls below the configured threshold. Unless required by law or expressly agreed, unused promotional credits and non refundable provider credits have no cash value.

• Taxes: Fees are exclusive of VAT and other applicable taxes unless stated otherwise. You are responsible for taxes associated with your use of the Platform and transactions with your customers, except taxes based on Sharp AI's net income.

• Overdue Amounts: If an amount is overdue, we may suspend affected paid Services after giving reasonable notice, except where immediate action is reasonably necessary to prevent loss, fraud or abuse. You remain responsible for overdue undisputed amounts and reasonable

recovery costs permitted by law.

• Payment Disputes: You must notify us in writing within thirty (30) days of the invoice date of any charge you dispute and provide reasonable details. You must pay all undisputed amounts when due. The parties will act reasonably and in good faith to resolve disputed amounts. Nothing in this clause prevents either party from using the dispute resolution rights in Section 15.

• Refunds and Credits: Except where required by law, stated in an applicable Order Form or expressly approved by Sharp AI, Fees are non refundable and no credit is provided for partially used billing periods. This does not affect any service credit or termination right expressly provided in a signed agreement.

• Cancellation: For a monthly rolling subscription, you may cancel before the next renewal date through the Platform or by written notice to the contact stated in Section 16. Cancellation takes effect at the end of the current paid billing period and no further recurring subscription Fee will be charged. You remain responsible for usage charges incurred before the effective cancellation date and for completing any number, domain or account transfer before the relevant release period expires.

• Financial Transactions: You are responsible for transactions carried out by you or your customers using payment, billing or commerce tools enabled through the Platform, including refunds, chargebacks, disputes, tax configuration 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 can receive commissions for referring new accounts. Participation is subject to approval, the applicable Affiliate Agreement and any programme rules published or supplied to you. You must maintain an eligible payment account and provide accurate tax and payment details. Commissions may be withheld or forfeited where a referral is fraudulent, self referred, cancelled, refunded, charged back or otherwise ineligible under the Affiliate Agreement.

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, AI Input or Feedback. Subject to these Terms and payment of applicable Fees, Sharp AI grants you a limited, non exclusive, non transferable, revocable licence during the subscription term to access and use the Platform and Platform Content for your internal business purposes and to provide access to authorised customers where your plan permits. 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 reseller, affiliate or partner agreement. You must not remove proprietary notices or use Sharp AI Marks in a misleading, confusing or disparaging manner. Nothing in these Terms grants rights in the name, marks or branding of an Underlying Platform Provider.

6.3. Customer Data: As between the parties, you retain all rights, title and interest in and to Customer Data. Customer Data is confidential and is not a non confidential User Contribution. You grant Sharp AI, Underlying Platform Providers and subprocessors a limited, non exclusive licence to host, copy, transmit, display, back up and otherwise process Customer Data only to the extent necessary to provide, maintain, secure and support the Platform, comply with law and carry out your documented instructions. Sharp AI will not sell Customer Data, use it for advertising or disclose it to third parties for unrelated purposes. We may use information derived from use of the Platform only where it is aggregated and anonymised so that neither you nor an individual can reasonably be identified.

6.4. Feedback: If you voluntarily provide Feedback, you grant Sharp AI a perpetual, worldwide, non exclusive, transferable, sublicensable and royalty free licence to use, reproduce, modify and incorporate that Feedback into products and services. Feedback does not include Customer Data, Personal Data, confidential information, CRM records, vendor or lead information, communications or other information entered into the Platform to receive the Services.

6.5. User Contributions: User Contributions are content that you intentionally submit for publication in a public or shared area of the Platform, such as a public review, community post or template shared with other users. User Contributions exclude Customer Data, AI Input and Feedback. You retain ownership of User Contributions but grant Sharp AI and relevant Underlying Platform Providers a non exclusive, worldwide and royalty free licence to host, reproduce, display and distribute them only as reasonably necessary to operate and make available the relevant public or shared feature. You are responsible for ensuring that you have the rights and permissions required to publish User Contributions.

6.6. AI Input and AI Output: You retain any rights you hold in AI Input. To the extent permitted by applicable law and any relevant third party model terms, you own AI Output generated specifically for you, and Sharp AI assigns to you any rights it may have in that AI Output. AI Output may not be unique, and the same or similar output may be generated for other users. We do not represent that AI Output is copyrightable, registrable, accurate or free from third party rights. You are responsible for reviewing AI Output and obtaining any clearance required for its intended use.

6.7. Prohibited User Contributions: You must not publish User Contributions that are unlawful, threatening, abusive, discriminatory, defamatory, deceptive, fraudulent, invasive of privacy, sexually explicit, graphically violent, infringing, malicious or designed to compromise Platform security. We may remove or restrict access to content that we reasonably believe breaches these Terms or applicable law.

7. Disclaimers

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHARP AI EXCLUDES IMPLIED WARRANTIES, CONDITIONS AND OTHER TERMS, INCLUDING IMPLIED TERMS OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT, EXCEPT TO THE EXTENT EXPRESSLY STATED IN A SIGNED ORDER FORM OR SERVICE AGREEMENT.

WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR FREE OR COMPATIBLE WITH EVERY SYSTEM, OR THAT EVERY THIRD PARTY SERVICE, MODEL, TELEPHONE NUMBER, DOMAIN OR INTEGRATION WILL REMAIN AVAILABLE. WE WILL, HOWEVER, PROVIDE THE SERVICES WITH REASONABLE CARE AND SKILL TO THE EXTENT REQUIRED BY APPLICABLE LAW.

AI Features are probabilistic and may produce inaccurate, incomplete, outdated, biased, offensive or unsuitable AI Output. Sharp AI does not warrant the accuracy, reliability, timeliness, legality or appropriateness of AI Output. You must independently verify AI Output and use qualified human review for professional, regulated, sensitive or significant decisions.

You acknowledge that internet and telecommunications networks involve risks outside our reasonable control. Sharp AI is not responsible for changes to, interception of or loss of data in transit where caused by a telecommunications provider, customer configuration, customer device, unauthorised third party or event beyond our reasonable control, except to the extent caused by Sharp AI's breach of these Terms or applicable law.

Transactions with Third Party Services are governed by the relevant third party's terms. Sharp AI does not provide warranties on behalf of a third party. Compliance, consent checking, tax, accessibility, security and similar features are operational tools only and do not constitute professional advice or guarantee compliance. We may modify or discontinue features where reasonably necessary, but will provide reasonable notice of a material discontinuation affecting a paid core Service where practicable.

8. Limitation of Liability, Indemnification and Mitigation

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

Subject to the paragraph above, each party's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort including negligence, misrepresentation, restitution or otherwise, will not exceed the total Fees paid or payable by you for the Services during the twelve (12) months immediately preceding the event giving rise to the claim.

For liability arising from a party's breach of confidentiality obligations or Data Protection Laws, the aggregate cap will be two hundred per cent (200%) of the Fees paid or payable during that twelve (12) month period. This enhanced cap does not apply where a signed Service Agreement or Data Processing Agreement provides a different cap.

Subject to the first paragraph of this Section, neither party will be liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill or loss of business opportunity. This exclusion does not apply to amounts properly payable to a third party under an express indemnity or to losses that are a direct and foreseeable result of the relevant breach.

Sharp AI is not liable for outages or failures caused solely by Third Party Services, Underlying Platform Providers, customer systems, Customer Data, AI Input, customer instructions, customer configured AI Agent actions, unauthorised account use or events beyond reasonable control, except to the extent Sharp AI failed to use reasonable care in selecting, configuring or managing a provider that forms a material part of the Services or otherwise breached these Terms.

You will indemnify Sharp AI against third party claims, losses and reasonable legal costs to the extent arising directly from your unlawful Customer Data or communications, infringement of third party rights by materials supplied or published by you, prohibited or unlawful use of AI Features, failure to provide required AI, calling or recording disclosures and consents, customer configured automated actions, unlawful domain use, or material misuse of the Platform in breach of these Terms. Sharp AI must notify you promptly of the claim, allow you reasonable control of the defence and settlement, and provide reasonable cooperation. You may not settle a claim in a way that admits liability or imposes an obligation on Sharp AI without our written consent, not to be unreasonably withheld.

If the Platform is found to infringe a third party's intellectual property rights, Sharp AI may obtain the right for continued use, modify or replace the affected part, or terminate the affected Service and refund prepaid Fees for the unused period. This paragraph states your exclusive remedy for a third party intellectual property infringement claim, except where a signed agreement states otherwise.

9. Notification and Time for Claims

A party should notify the other party promptly after becoming aware of a matter that may give rise to a claim and take reasonable steps to mitigate loss. Nothing in these Terms shortens any mandatory limitation period imposed by applicable law. Any contractual claim is subject to the limitation period that applies under the laws of England and Wales unless a signed agreement expressly and lawfully states otherwise.

10. Injunctive Relief

Either party may seek interim, injunctive or equitable relief from a court of competent jurisdiction where a breach or threatened breach of confidentiality, data protection, intellectual property or security obligations may cause harm that cannot be adequately remedied by damages. Seeking such relief does not prevent the party from pursuing other available remedies.

11. Waiver and Severability

A failure or delay by either party to exercise a right or remedy does not waive that right or remedy. A waiver is effective only if made in writing and applies only to the specific circumstances for which it is given.

If any provision of these Terms is found to be invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, if that is not possible, treated as deleted. The remaining provisions will continue in full force and effect.

12. Change of Control and Assignment

Sharp AI may assign or transfer these Terms as part of a merger, reorganisation, sale of business or assets, or transfer to an Affiliate, provided that the assignee assumes the relevant obligations. We will give reasonable notice where the assignment materially affects the Services or your rights. You may not assign these Terms without our prior written consent, not to be unreasonably withheld or delayed, except to a successor as part of a bona fide merger or sale of substantially all of your business or assets. A transfer of a Sub Account under Section 1.19 does not by itself assign these Terms unless Sharp AI agrees in writing.

13. Entire Agreement and Order of Precedence

These Terms, together with the documents expressly incorporated into them, constitute the entire agreement concerning the Platform and supersede prior discussions, proposals and representations relating to the same subject matter. Nothing in this clause 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, feature specific terms or other signed agreement with you. Where documents conflict, the following order of precedence applies:

1. the Data Processing Agreement, for matters concerning Personal Data;

2. the signed Order Form or Service Agreement;

3. any feature specific terms expressly accepted for an AI, communications, domain or other add on Service;

4. these Terms of Service; and

5. the Privacy Policy.

Nothing in these Terms authorises Sharp AI to process Customer Data in a manner inconsistent with a controlling Data Processing Agreement, signed Service Agreement or your lawful documented instructions.

14. Term and Termination

These Terms remain in effect while you maintain a Platform Account or use the Services. Provisions that by their nature are intended to survive termination, including payment obligations, confidentiality, intellectual property, data protection, liability and dispute resolution provisions, will continue to apply.

Grounds for Suspension: Sharp AI may suspend affected access immediately where reasonably necessary to address a security threat, unlawful activity, fraud, non payment, serious misuse, risk to other users or the Platform, a legal or regulatory requirement, carrier restriction, or a reasonable request from an Underlying Platform Provider relating to suspected breach, security, platform integrity or legal compliance. Where practicable, we will provide notice, explain the reason and limit the suspension to the affected Service or activity.

Termination for Breach: Either party may terminate for a material breach that is not remedied within ten (10) business days after written notice, or immediately where the breach cannot reasonably be remedied, involves unlawful activity, creates a material security risk, breaches AI acceptable use restrictions, or the other party becomes insolvent.

Customer Cancellation: A monthly rolling subscription may be cancelled as described in Section 4. A committed subscription may be terminated only as permitted by its applicable Order Form, Service Agreement or these Terms.

Effect of Termination: Your right to use the affected Services ends on the effective termination date. Accrued payment obligations remain due. Except where prohibited by law, required to address a security risk or caused by your material breach, Sharp AI will allow you thirty (30) days after termination to export Customer Data using available Platform functionality or a reasonable alternative agreed with us. Continued access or assistance outside standard export functionality may be chargeable.

Deletion after Termination: After the export period, Sharp AI will delete or return Customer Data as described in Section 1.4 and the applicable Data Processing Agreement. Data may remain temporarily in secure backups until overwritten in the ordinary backup cycle and may be retained where required by law.

Telephone Numbers and Domains after Termination: You must initiate any required port out, transfer or domain migration promptly and preferably before the termination date. Numbers procured through the Platform may be released as soon as fourteen (14) days after termination if no valid transfer is pending. Domains and DNS settings may not transfer automatically and may cease to operate if renewal or transfer steps are not completed. Sharp AI is not responsible for avoidable loss of a number, domain or connected service where you fail to provide required information, pay provider charges or complete transfer steps in time.

Sub Account Transfer Requests: A transfer to another agency, provider or account is subject to an approved in app or written transfer process. We may require confirmation from the account owner, settlement of outstanding undisputed amounts, identity checks and acceptance by the receiving provider. Where an Underlying Platform Provider permits a transfer without our approval because Sharp AI has ceased service, failed to respond for the provider's stated period, or had its upstream account suspended or terminated, you authorise the provider to complete that transfer in accordance with its rules. Transfer does not guarantee that every asset, integration, telephone number, domain or configuration will move successfully.

Third Party Users: A user who receives access through a reseller, employer, agency or other third party must contact that account owner for subscription changes or termination. Sharp AI may have limited authority to change subscriptions that were not purchased directly from us.

Force Majeure: Neither party is liable for delay or failure caused by an event beyond its reasonable control, including natural disaster, epidemic, labour dispute, war, civil disturbance, governmental action, utility failure, internet failure or widespread third party service outage. The affected party must use reasonable efforts to reduce the impact and resume performance.

15. Applicable Law and Jurisdiction

These Terms and any non contractual obligations arising from or connected with them are governed by the laws of England and Wales.

Before starting formal proceedings, the parties will use reasonable efforts to resolve a dispute through good faith discussions for at least thirty (30) days after written notice of the dispute, unless urgent relief is required.

The courts of England and Wales have exclusive jurisdiction to resolve disputes arising out of or in connection with these Terms, except that either party may seek urgent interim or injunctive relief in any court with appropriate jurisdiction.

16. Communications and Contact Information

All legal notices under these Terms 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 address associated with your 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 and AI feature communications using the contact information associated with your Platform Account. Marketing communications may be stopped using the unsubscribe method provided or by contacting [email protected]. Service and legal notices may still be sent where necessary.

Sharp AI will not ask you by email to disclose your password. If you receive a suspicious message claiming to be from Sharp AI, do not provide Login Credentials and report it to [email protected]. For feedback, technical support 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"

Means 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"

Means 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"

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

17.4. "AI Interaction Data"

Means AI Inputs, AI Outputs, transcripts, recordings, agent logs, tool calls, actions, evaluations and related technical records created through use of an AI Feature.

17.5. "AI Output"

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

17.6. "AI Usage Charges"

Means subscription, token, minute, message, response, execution, action, search, model, media generation, API or other charges associated with use of an AI Feature.

17.7. "Authorised User"

Means an employee, contractor, customer or other individual authorised by you to access the Platform through your Platform Account.

17.8. "Communication Surcharges"

Means carrier, telecommunications, email, telephone, messaging, number rental or similar provider fees and surcharges associated with use of communication features. These may also be described as PAYG or usage charges.

17.9. "Customer Data"

Means all data, records, files, communications, contact information, lead information, customer information, vendor information, employee information, Personal Data, AI Interaction Data 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.

17.10. "Data Controller"

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

17.11. "Data Processing Agreement"

Means a signed data processing agreement or data protection schedule governing Sharp AI's processing of Personal Data on your behalf.

17.12. "Data Processor"

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

17.13. "Data Protection Laws"

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

17.14. "Feedback"

Means ideas, suggestions, feature requests, reviews or recommendations voluntarily provided to Sharp AI about improvements, enhancements, new features, products or other aspects of Sharp AI's business. Feedback excludes Customer Data, Personal Data and confidential information.

17.15. "Fees"

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

17.16. "Login Credentials"

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

17.17. "Order Form"

Means an order, proposal, quotation, checkout record or other document that identifies the Services, pricing, subscription term or other commercial terms and is accepted by the parties.

17.18. "Personal Data"

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

17.19. "Personal Data Breach"

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

17.20. "Platform"

Means the Sharp AI website, application, software, functionality, communication channels, AI Features, integrations and Services made available by Sharp AI.

17.21. "Platform Account"

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

17.22. "Platform Content"

Means software, interfaces, features, functionality, system prompts, workflows, models, templates, 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, AI Input and Feedback.

17.23. "Prohibited Conduct"

Means the activities described in Section 3.

17.24. "Restricted Data"

Means 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.

17.25. "Services"

Means the products, features, AI Features, integrations, support and other services Sharp AI makes available through or in connection with the Platform. Services may include Third Party Services.

17.26. "Sharp AI Marks"

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

17.27. "Special Category Personal Data"

Has the meaning given to special category data under applicable Data Protection Laws and includes information revealing racial or ethnic origin, political opinions, 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.

17.28. "Sub Account"

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

17.29. "Subprocessor"

Means a third party appointed by Sharp AI or an authorised processor in the processing chain to process Personal Data on behalf of a Customer in connection with the Services.

17.30. "Third Party Content"

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

17.31. "Third Party Services"

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

17.32. "Underlying Platform Provider"

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

17.33. "User Contributions"

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