Terms of Service

1. Acceptance of Terms

By accessing and using AIBMOS (AI Business Management Operating System), you accept and agree to be bound by these Terms of Service, our Privacy Policy, and any Data Processing Addendum (DPA) applicable to your use. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not agree to these Terms, you must not use the AIBMOS platform. These Terms constitute the entire agreement between you and Small Business Optimization, LLC DBA AIBMOS Labs, Inc. (collectively "Company," "we," "us," or "our") regarding your use of AIBMOS and supersede all prior negotiations, representations, warranties, and understandings.

2. Use License

Subject to these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use AIBMOS solely for your internal business operations during the term of your active subscription. This license expressly excludes the right to:

• Modify, copy, reproduce, or create derivative works from any platform materials
• Use the materials for any commercial purpose beyond your authorized internal business operations without written authorization from the Company
• Attempt to decompile, disassemble, reverse engineer, or otherwise derive source code from any software contained in AIBMOS
• Remove, alter, or obscure any copyright, trademark, or other proprietary notices from the materials
• Transfer, sublicense, assign, or "mirror" the materials to any third party or on any other server
• Use automated scripts, bots, or scrapers to access or extract data from AIBMOS without written authorization
• Circumvent, disable, or interfere with security-related features of the platform

Any use of AIBMOS beyond the scope of this license requires our prior written consent and may be subject to additional fees.

3. User Accounts

When creating an account, you must provide accurate, complete, and current information. Failure to do so constitutes a material breach of these Terms, which may result in immediate suspension or termination of your account without liability to the Company.

You are solely responsible for maintaining the confidentiality of your login credentials and for all activities occurring under your account. You agree to:

• Notify us immediately at legal@smallbusinessoptimization.com of any unauthorized use or suspected security breach of your account
• Ensure your account is not shared, transferred, or used by any unauthorized individual
• Implement reasonable security measures, including strong password practices, to protect account access

The Company shall not be liable for any loss or damage arising from your failure to comply with these account security obligations. The Company reserves the right to suspend accounts it reasonably believes are compromised or being used in violation of these Terms.

4. Subscription and Payments

AIBMOS is offered on a subscription basis. By subscribing, you agree to pay all fees associated with your selected plan on the billing schedule applicable to that plan. All fees are non-refundable except as expressly stated in these Terms or required by applicable law.

The Company reserves the right to modify its pricing structure at any time. Material price changes will be communicated to you at least thirty (30) days in advance and will take effect at the start of your next billing cycle. Continued use of AIBMOS after a price change constitutes your acceptance of the new pricing.

In the event of non-payment, the Company reserves the right to suspend access to AIBMOS, pursue collection through lawful means, and recover all reasonable costs of collection, including legal fees.

5. Data Privacy and Regulatory Compliance

5.1 Privacy Policy

Your use of AIBMOS is also governed by our Privacy Policy, which is incorporated herein by reference. By using the platform, you consent to the collection, processing, and use of your data as described in the Privacy Policy.

5.2 Regulatory Compliance

The Company is committed to complying with applicable global and regional data protection regulations. Where applicable to your use of AIBMOS, the Company will comply with:

• The General Data Protection Regulation (GDPR) (EU) 2016/679 for users in the European Economic Area, United Kingdom, and Switzerland
• The California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA) for California residents
• Other applicable regional, national, and international data protection and privacy laws

By using AIBMOS, you represent and warrant that your instructions to process personal data through the platform comply with all applicable laws. You remain the data controller (or equivalent) for personal data of your customers and employees processed through AIBMOS.

5.3 Data Processing Addendum (DPA)

Where the Company processes personal data on your behalf as a data processor (as defined under GDPR or applicable equivalent law), the parties shall execute a Data Processing Addendum (DPA), incorporated herein by reference as Exhibit A. The DPA governs the processing of personal data and takes precedence over these Terms with respect to data processing activities. To request or execute a DPA, contact legal@smallbusinessoptimization.com.

5.4 Data Breach Notification

In the event the Company becomes aware of a confirmed security breach involving your personal data, the Company will:

• Notify you without undue delay and, where feasible, within seventy-two (72) hours of becoming aware of the breach, to the extent required by applicable law
• Provide a written description of the nature of the breach, the categories and approximate volume of records affected, and the likely consequences
• Describe the measures taken or proposed to address the breach, including any mitigation steps
• Cooperate with your reasonable investigation of the breach

The Company shall not be liable for data breaches caused by your own actions, third-party actions outside the Company's reasonable control, or your failure to implement appropriate security measures on your end.

5.5 Data Retention and Deletion

Upon termination of your subscription, the Company will retain your data for a period not to exceed ninety (90) days, after which data will be securely deleted or anonymized unless a longer retention period is required by law. You may request data export or deletion at any time by contacting legal@smallbusinessoptimization.com.

6. Intellectual Property

6.1 Company IP

The AIBMOS platform, including all content, features, functionality, software, algorithms, source code, documentation, trademarks, and visual design (collectively, "Company IP"), is owned exclusively by Small Business Optimization, LLC and is protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property laws. Nothing in these Terms transfers any ownership of Company IP to you.

6.2 Pre-Existing IP

Each party retains all ownership rights in any intellectual property developed, created, or owned prior to the effective date of these Terms ("Pre-Existing IP"). Your access to or use of AIBMOS does not grant the Company any rights in your Pre-Existing IP beyond what is strictly necessary to provide the service.

6.3 Customer Data and Deliverables

You retain full ownership of all data you upload, input, or generate within AIBMOS ("Customer Data"). You grant the Company a limited, non-exclusive, royalty-free license to process Customer Data solely for the purpose of providing and improving the AIBMOS service. The Company will not sell, transfer, or disclose your Customer Data to third parties except as required to provide the service or as required by law. Any deliverables, reports, or outputs specifically generated by AIBMOS using your Customer Data as the primary input shall be owned by you, subject to the Company's underlying IP rights in the platform and its methodologies.

6.4 Proprietary Tools and Work Made for Hire

Except as expressly agreed in a separately executed statement of work or addendum signed by authorized representatives of both parties, any proprietary tools, templates, models, or enhancements developed by the Company during the service period that are not specific to your business operations shall remain the exclusive property of the Company. Work Made for Hire arrangements, if any, must be explicitly documented in a separate written agreement.

6.5 Feedback

If you provide the Company with feedback, suggestions, or recommendations regarding AIBMOS ("Feedback"), you grant the Company an irrevocable, perpetual, royalty-free license to use such Feedback for any purpose, including improving the platform, without obligation or compensation to you.

7. Limitation of Liability

7.1 Disclaimer of Warranties

AIBMOS IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

7.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES; COST OF SUBSTITUTE SERVICES; OR ANY OTHER INTANGIBLE LOSSES, ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE AIBMOS.

7.3 Liability Cap

The Company's total cumulative liability to you arising out of or relating to these Terms or your use of AIBMOS, regardless of the legal theory (contract, tort, strict liability, or otherwise), shall not exceed the greater of:

• The total fees paid by you to the Company during the twelve (12) months immediately preceding the claim giving rise to liability, OR
• Five Hundred U.S. Dollars (USD $500.00)

The parties acknowledge that these limitations reflect a reasonable allocation of risk and are a fundamental element of the basis of the bargain between the parties. The Company would not have entered into these Terms without these limitations.

7.4 Indemnification by User

You agree to defend, indemnify, and hold harmless the Company and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) your use of or access to AIBMOS; (b) your violation of these Terms; (c) your violation of any applicable law or third-party rights; or (d) any content or data submitted through your account.

8. Service Level Agreement (SLA)

8.1 Uptime Commitment

The Company will use commercially reasonable efforts to ensure AIBMOS is available 99.5% of the time in any given calendar month, excluding Scheduled Maintenance and circumstances beyond the Company's reasonable control ("Uptime Commitment"). Availability is calculated as:

"Downtime" means the total cumulative time in a calendar month during which AIBMOS is unavailable, excluding Scheduled Maintenance windows, Force Majeure Events, and issues caused by third-party services or your own actions.

8.2 Scheduled Maintenance

The Company will provide at least forty-eight (48) hours' advance notice of scheduled maintenance windows that may affect platform availability. Scheduled maintenance will be performed during off-peak hours (typically 12:00 AM – 6:00 AM in the U.S. Eastern Time zone) whenever practicable.

8.3 Service Credits

If the Company fails to meet the Uptime Commitment in a given calendar month and you submit a valid written claim within thirty (30) days of the end of that month, you will be eligible for the following service credits applied to your next billing cycle:

Service credits are your sole and exclusive remedy for any service availability failures and are capped at 50% of monthly fees. Credits do not apply to downtime caused by Force Majeure Events, your own actions, or third-party service failures.

8.4 Support Response Times

The Company will use commercially reasonable efforts to respond to support requests within the following timeframes:

• Critical (complete service outage): 4 business hours
• High (significant degradation): 1 business day
• Medium (partial degradation, workaround available): 3 business days
• Low (general inquiries, feature requests): 5 business days

9. Force Majeure and Business Continuity

9.1 Force Majeure Events

Neither party shall be liable to the other for any delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent such delay or failure is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to:

• Acts of God, including natural disasters, floods, earthquakes, storms, or wildfires
• Pandemic, epidemic, or public health emergency declared by a competent governmental authority
• Acts of war, terrorism, civil unrest, or government embargo
• Widespread internet infrastructure failures or third-party service outages beyond the Company's control
• Labor disputes, strikes, or lockouts not involving the Company's own workforce
• Changes in applicable law that directly prevent performance

9.2 Notification Requirements

The party affected by a Force Majeure Event must: (a) notify the other party in writing as soon as reasonably practicable after becoming aware of the event; (b) describe the nature and expected duration of the Force Majeure Event; and (c) use commercially reasonable efforts to mitigate the impact and resume performance as soon as possible.

9.3 Business Continuity

The Company maintains reasonable business continuity and disaster recovery procedures designed to minimize service disruption. In the event of a prolonged Force Majeure Event (exceeding thirty (30) consecutive days), either party may terminate the applicable subscription with written notice, and the Company will provide a pro-rata refund for unused prepaid subscription fees attributable to the period following the termination date.

9.4 Exclusions

The Force Majeure provision shall not excuse: (a) any payment obligations; (b) obligations that could have been performed through reasonable precautions taken prior to the Force Majeure Event; or (c) obligations that the affected party could have performed using alternative means or resources at commercially reasonable cost.

10. Dispute Resolution

10.1 Informal Resolution

Before initiating formal dispute proceedings, the parties agree to attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to these Terms ("Dispute") through direct negotiation. Either party may initiate this process by providing written notice to the other party describing the nature of the Dispute and the resolution sought. The parties shall have thirty (30) calendar days from the date of such notice to attempt informal resolution.

10.2 Mediation

If the Dispute is not resolved through informal negotiation within the thirty (30) day period, the parties agree to submit the Dispute to non-binding mediation administered by a mutually agreed neutral mediator prior to initiating arbitration. Mediation costs shall be shared equally between the parties. Either party may terminate mediation if no resolution is reached within sixty (60) days of the mediator's appointment.

10.3 Binding Arbitration

If mediation is unsuccessful, the Dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator; if the parties cannot agree on an arbitrator, one shall be appointed by the AAA. The place of arbitration shall be the state of the Company's principal place of business, and the proceedings shall be conducted in the English language.

The arbitrator shall have authority to award any remedy available at law or in equity, but shall have no authority to award punitive damages unless the applicable statute specifically authorizes such damages. The arbitral award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

10.4 Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction to prevent imminent, irreparable harm, including but not limited to: protection of confidential information, intellectual property rights, or unauthorized use of the platform. The pursuit of such relief shall not waive either party's right to arbitrate the underlying Dispute.

10.5 Class Action Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

10.6 Confidentiality

All arbitration proceedings, including the existence, content, and outcome of any arbitration, shall be kept confidential by both parties except as required by law or as necessary to enforce an arbitral award.

11. Service Availability

While the Company strives to maintain high availability of AIBMOS consistent with the SLA outlined in Section 8, the Company does not guarantee uninterrupted, error-free, or completely secure service. The Company reserves the right to modify, suspend, or discontinue any aspect of the service with reasonable notice where practicable, and without notice in cases of emergency, security threat, or legal requirement. The Company shall not be liable for any harm or loss arising from service interruptions caused by internet infrastructure failures, third-party service disruptions, Force Majeure Events, or necessary maintenance activities.

12. Termination

12.1 Termination for Cause

The Company may terminate or suspend your account immediately, without prior notice or liability, if you breach these Terms, engage in fraudulent or illegal activity, fail to pay fees when due, or pose a security risk to the platform or other users. Upon termination for cause, you will not be entitled to any refund of prepaid fees.

12.2 Termination by You

You may terminate your subscription at any time by providing thirty (30) days' written notice to the Company. Termination will take effect at the end of your current billing cycle. Prepaid fees for unused periods are non-refundable except as required by applicable law.

12.3 Effect of Termination

Upon termination for any reason, your right to access and use AIBMOS will immediately cease. You remain responsible for all fees incurred through the termination date. Sections 5 (Data Privacy), 6 (Intellectual Property), 7 (Limitation of Liability), 10 (Dispute Resolution), and all other provisions that by their nature should survive, will survive termination.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United States and the state in which Small Business Optimization, LLC is incorporated, without regard to its conflict of law provisions. To the extent any dispute is not subject to arbitration under Section 10, the parties submit to the exclusive jurisdiction of the state and federal courts located in that state.

14. Changes to Terms

The Company reserves the right to modify or replace these Terms at any time. If a revision is material, the Company will provide at least thirty (30) calendar days' notice prior to the new terms taking effect, delivered via email to your registered address and/or conspicuous notice within the AIBMOS platform. What constitutes a material change shall be determined in the Company's reasonable discretion. Your continued use of AIBMOS after the effective date of revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must discontinue use of AIBMOS and notify the Company in writing.

15. Miscellaneous

15.1 Entire Agreement

These Terms, together with the Privacy Policy, any executed DPA, and any other exhibits or addenda incorporated herein, constitute the entire agreement between you and the Company with respect to AIBMOS and supersede all prior agreements, representations, and understandings.

15.2 Severability

If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will continue in full force and effect.

15.3 Waiver

The Company's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged in writing by an authorized representative of the Company.

15.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without the Company's prior written consent. The Company may freely assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

15.5 Notices

All legal notices must be in writing and delivered to the Company at legal@smallbusinessoptimization.com or the Company's registered business address. Notices to you will be sent to the email address associated with your AIBMOS account. Notices are deemed delivered when sent via email with confirmation of receipt, or three (3) business days after mailing.

16. Contact Information

For questions about these Terms, privacy matters, or legal inquiries, please contact:

Small Business Optimization, LLC DBA AIBMOS Labs, Inc.
Legal Department
Email: legal@smallbusinessoptimization.com
Website: www.smallbusinessoptimization.com