Terms of Service

Table of Contents

1. Definitions

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:

2. Acceptance and Eligibility

2.1 Acceptance of Terms

This Agreement is entered into between Allday Enterprises LLC and the Customer. By accessing or using the Platform, Customer agrees to be bound by these Terms. If Customer is entering into this Agreement on behalf of a legal entity, Customer represents and warrants that it has the legal authority to bind that entity to this Agreement.

2.2 Eligibility Requirements

To be eligible to access or use the Platform, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding contracts under applicable law
• Be duly authorized to act on behalf of the business entity registering for the Service, if applicable
• Not be located in, or a national or resident of, any country subject to comprehensive U.S. government embargoes or trade restrictions
• Not be identified on any U.S. government list of prohibited or restricted parties

2.3 Consent to Electronic Communications

By using the Platform, Customer consents to receive all communications, agreements, notices, and disclosures from Allday Enterprises in electronic form, including via email and in-platform notifications. This consent satisfies any legal requirement that such communications be in writing.

3. Account Registration and Security

3.1 Account Creation

To access the Platform, Customer must register for an account by providing accurate, current, and complete information as prompted during the registration process. Customer agrees to maintain and promptly update its account information to keep it accurate, current, and complete.

3.2 Account Security

Customer is solely responsible for:

• Maintaining the confidentiality and security of all account credentials, including passwords and API keys
• All activities that occur under its account, whether authorized or unauthorized
• Promptly notifying Allday Enterprises at security@lotivio.com of any known or suspected unauthorized access to its account
• Ensuring all Users comply with this Agreement and any applicable usage policies

Allday Enterprises shall not be liable for any loss or damage arising from Customer's failure to maintain the security of its account credentials.

4. Description of Services

4.1 Core Platform Features

Lotivio is an AI-powered SaaS platform designed to help businesses identify, re-engage, and convert lost or inactive leads. Core features of the Platform include, but are not limited to:

• AI Lead Scoring and Prioritization: Machine learning models that analyze behavioral, firmographic, and intent data to rank and score leads by conversion likelihood
• Lead Recovery Automation: Automated workflows to re-engage leads who have gone dormant, abandoned forms, or disengaged from prior outreach
• Intent Detection and Signal Processing: Real-time identification of buying intent signals derived from web activity, third-party data, and behavioral patterns
• CRM and Marketing Stack Integrations: Native and API-based integrations with leading CRM platforms and marketing automation tools
• AI-Generated Outreach Recommendations: Personalized communication suggestions powered by large language model integrations
• Analytics and Reporting Dashboards: Real-time and historical performance analytics, funnel visualization, and conversion attribution
• Data Enrichment: Third-party data append services to enhance lead profiles with firmographic, technographic, and demographic attributes
• API Access: Programmatic access to Platform features and data via RESTful APIs

4.2 Service Availability

Allday Enterprises will use commercially reasonable efforts to make the Platform available 99.9% of the time in any given calendar month, excluding scheduled maintenance windows, force majeure events, and outages caused by third-party infrastructure providers. Allday Enterprises will publish advance notice of scheduled maintenance windows with at least 48 hours notice via email or in-platform notification where commercially practicable.

4.3 Changes to Services

Allday Enterprises reserves the right to modify, update, enhance, or discontinue any features or components of the Platform at any time. For material changes that adversely affect existing functionality, Allday Enterprises will provide at least 30 days advance notice to affected Customers.

5. Subscription Plans, Fees, and Payment

5.1 Subscription Plans and Pricing

Access to the Platform is provided on a subscription basis. Current subscription plans, features, and pricing are available at https://www.lotivio.com/pricing. All fees are stated in United States Dollars (USD) unless otherwise specified in an Order Form.

5.2 Payment Terms

• All subscription fees are billed in advance on a monthly or annual basis as selected at checkout or in the Order Form
• Payment is due upon invoice issuance. For credit card payments, charges are processed on the subscription start date and each renewal date
• For invoiced Enterprise accounts, payment is due within thirty (30) days of the invoice date unless otherwise agreed in an Order Form
• All fees are non-refundable except as expressly stated in Section 5.5 or as required by applicable law

5.3 Taxes

All fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments, including sales tax, use tax, value-added tax (VAT), goods and services tax (GST), and other similar taxes. Customer is responsible for paying all such taxes associated with its purchases, excluding taxes based on Allday Enterprises' net income.

5.4 Late Payments and Suspension

If any payment is overdue by more than fifteen (15) calendar days, Allday Enterprises may charge interest on the overdue amount at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower, and/or suspend Customer's access to the Platform after providing at least five (5) business days written notice.

5.5 Refund Policy

Annual subscriptions canceled within fourteen (14) calendar days of the annual renewal date are eligible for a prorated refund of unused subscription fees for the remainder of the annual term. Monthly subscriptions are non-refundable once the billing cycle has commenced.

5.6 Subscription Auto-Renewal

Unless Customer provides written notice of cancellation at least thirty (30) days prior to the end of the then-current Subscription term, each Subscription will automatically renew for a successive term equal in length to the then-current term at the then-current list price.

6. Free Trials and Beta Access

6.1 Free Trials

Allday Enterprises may offer free trial access to the Platform for a limited period as specified at the time of sign-up. Free trial access is subject to all terms of this Agreement except Section 5. At the conclusion of a free trial, Customer's account will automatically convert to a paid subscription unless Customer cancels prior to the trial expiration date.

6.2 Beta Features

Allday Enterprises may make certain pre-release or beta features available to Customers at no charge or as part of an existing subscription. Beta features are provided 'AS IS' and 'AS AVAILABLE' without warranty of any kind. Allday Enterprises may discontinue, modify, or remove beta features at any time without notice or liability.

7. License Grant and Restrictions

7.1 License Grant

Subject to Customer's compliance with all terms and conditions of this Agreement and timely payment of all applicable fees, Allday Enterprises grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription term to access and use the Platform for Customer's internal business purposes.

7.2 License Restrictions

Customer shall not, and shall ensure that its Users do not, directly or indirectly:

• Sublicense, sell, resell, transfer, assign, or otherwise commercialize the Platform or provide access to the Platform to third parties except as expressly permitted in this Agreement
• Modify, translate, adapt, or create derivative works based upon the Platform or any component thereof
• Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform
• Access the Platform in order to build a competitive product or service, or copy any features, functions, or graphics of the Platform
• Use the Platform to store or transmit malicious code, or to interfere with or disrupt the integrity, performance, or availability of the Platform
• Circumvent, disable, or otherwise interfere with security-related features of the Platform
• Use web scraping, data mining, robots, spider, or similar automated data gathering or extraction tools against the Platform
• Use the Platform in violation of any applicable law or regulation

8. Customer Data and Data Processing

8.1 Ownership of Customer Data

As between Customer and Allday Enterprises, Customer retains all ownership rights in and to Customer Data. Customer grants Allday Enterprises a limited, non-exclusive, worldwide license to access, use, process, copy, transmit, store, and display Customer Data solely to the extent necessary to provide and support the Platform.

8.2 Customer Responsibilities Regarding Data

Customer is solely responsible for:

• The accuracy, quality, integrity, legality, and lawfulness of all Customer Data
• Ensuring it has all necessary rights, consents, permissions, and legal bases required to submit Customer Data to the Platform
• Compliance with all applicable data protection and privacy laws with respect to Customer Data
• Maintaining appropriate backup copies of Customer Data independent of the Platform

8.3 Data Processing Agreement

To the extent Customer Data includes personal data subject to applicable data protection laws (including GDPR, UK GDPR, and CCPA/CPRA), the parties' processing of such data is governed by Allday Enterprises' Data Processing Agreement ("DPA"), available at https://www.lotivio.com/legal/dpa, which is incorporated into this Agreement by reference.

9. Artificial Intelligence and Automated Features

9.1 Nature of AI Outputs

The Platform's AI Features generate outputs including lead scores, intent predictions, outreach recommendations, and content suggestions based on statistical models and probabilistic algorithms. Customer acknowledges and agrees that:

• AI outputs are probabilistic in nature and do not constitute guarantees, predictions, or professional advice of any kind
• AI outputs may contain errors, inaccuracies, biases, or limitations, and should be treated as advisory tools to inform human decision-making rather than replace it
• Customer is solely responsible for all decisions made in reliance on AI outputs
• Allday Enterprises does not warrant that AI outputs will be error-free, unbiased, or appropriate for any particular purpose

9.2 AI Model Training

Allday Enterprises may use aggregated, anonymized, and de-identified data derived from Platform usage to train, improve, and develop its AI models. Allday Enterprises shall not use Customer Data (including personal data contained therein) to train its AI models without Customer's explicit written consent, except where such data has been fully anonymized and cannot reasonably be re-identified.

9.3 Third-Party AI Providers

Certain AI Features of the Platform may be powered by or integrated with third-party AI providers (including but not limited to OpenAI, Anthropic, Google, and others). Use of such features is subject to the applicable third-party provider's terms of service and usage policies.

10. Intellectual Property Rights

10.1 Allday Enterprises Intellectual Property

The Platform, including all software, algorithms, AI models, documentation, user interfaces, visual design, trademarks, trade names, and all other Intellectual Property embodied therein, is and shall remain the exclusive property of Allday Enterprises LLC and its licensors. Nothing in this Agreement transfers or assigns to Customer any ownership interest in the Platform or any Intellectual Property of Allday Enterprises.

10.2 Lotivio Trademarks

"Lotivio," "Lotivio.com," "Allday Enterprises," and associated logos, product names, and service marks are trademarks or registered trademarks of Allday Enterprises LLC. Customer is not granted any right to use these marks except as expressly authorized in writing by Allday Enterprises.

11. Confidentiality

11.1 Definition

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether in written, oral, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

11.2 Obligations

Each Receiving Party agrees to: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information (but no less than reasonable care); (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; and (c) use Confidential Information solely for purposes of performing its obligations or exercising its rights under this Agreement.

12. Representations and Warranties

12.1 Mutual Representations

Each party represents and warrants that: (a) it has the legal authority to enter into this Agreement; (b) this Agreement constitutes a valid, binding, and enforceable obligation; and (c) entering into and performing under this Agreement does not and will not violate any applicable law or any agreement with a third party.

12.2 Customer Representations and Warranties

Customer additionally represents and warrants that:

• All Customer Data submitted to the Platform complies with applicable laws and does not infringe the rights of any third party
• Customer has obtained all necessary consents, licenses, and permissions to submit Customer Data to the Platform
• Customer's use of the Platform complies with all applicable laws and regulations, including anti-spam laws, telemarketing regulations, and data protection laws
• Customer will not use the Platform in connection with any deceptive, misleading, or fraudulent activities

12.3 Allday Enterprises Platform Warranty

Allday Enterprises warrants that during the applicable Subscription term, the Platform will perform materially in accordance with the Documentation under normal use and circumstances.

15. Indemnification

15.1 Customer Indemnification

Customer agrees to defend, indemnify, and hold harmless Allday Enterprises LLC, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's or any User's use of the Platform in violation of this Agreement or applicable law; (b) Customer Data, including any claim that Customer Data infringes or misappropriates the rights of a third party; (c) Customer's breach of any representation, warranty, or obligation under this Agreement; or (d) Customer's violation of any applicable data protection, anti-spam, or telemarketing law.

15.2 Allday Enterprises IP Indemnification

Allday Enterprises agrees to defend, indemnify, and hold harmless Customer from and against any third-party claims alleging that the Platform, as provided by Allday Enterprises and used in accordance with this Agreement, infringes or misappropriates any U.S. patent, copyright, trademark, or trade secret.

16. Term and Termination

16.1 Agreement Term

This Agreement commences on the Effective Date and continues until all Subscriptions have been terminated or expired, unless earlier terminated in accordance with this Section 16.

16.2 Subscription Term

Each Subscription is effective for the term specified in the applicable Order Form or checkout page, and automatically renews as described in Section 5.6 unless canceled in accordance with that section.

16.3 Termination for Cause

Either party may terminate this Agreement or any Subscription upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver appointed, or becomes subject to bankruptcy or insolvency proceedings.

16.4 Effect of Termination

Upon termination or expiration of this Agreement: (a) all Subscriptions and licenses granted hereunder immediately terminate; (b) Customer shall cease all use of the Platform and delete any local copies of Documentation; (c) each party shall return or destroy the other party's Confidential Information upon request; and (d) Customer may request export of Customer Data pursuant to Section 8.6.

17. Acceptable Use Policy

17.1 Prohibited Activities

Customer and its Users are strictly prohibited from using the Platform to:

• Transmit, distribute, or upload spam, unsolicited bulk email, or any commercial electronic messages in violation of CAN-SPAM, CASL, GDPR, or any other applicable anti-spam or electronic communications law
• Engage in any activity that violates the Telephone Consumer Protection Act (TCPA), including sending unsolicited text messages or making robocalls without required consent
• Process personal data of EU, UK, EEA, or other internationally protected individuals without appropriate legal bases, notices, and safeguards
• Harvest, scrape, or collect contact information of individuals without their knowledge or consent for use in mass unsolicited outreach
• Impersonate any person or entity or falsely represent an affiliation with any person or entity
• Engage in any deceptive trade practice, false advertising, or fraudulent activity
• Attempt to gain unauthorized access to the Platform, other customer accounts, or Allday Enterprises' infrastructure
• Use the Platform to facilitate any illegal activity, including money laundering, securities fraud, identity theft, or circumvention of export controls or trade sanctions

17.2 Enforcement

Allday Enterprises reserves the right to investigate suspected violations of this Acceptable Use Policy. If Allday Enterprises determines, in its sole and reasonable discretion, that a violation has occurred or is occurring, it may take any action it deems appropriate, including issuing warnings, suspending or terminating accounts, removing offending content, and referring matters to law enforcement authorities.

18. Third-Party Services and Integrations

The Platform may integrate with or link to third-party services, APIs, data providers, and applications (collectively, "Third-Party Services"). Customer acknowledges and agrees that:

• Third-Party Services are not part of the Platform and are not covered by this Agreement or Allday Enterprises' warranty, support, or SLA obligations
• Customer's use of Third-Party Services is governed solely by the applicable third-party's terms of service, privacy policy, and other agreements
• Allday Enterprises is not responsible for the availability, accuracy, completeness, security, or performance of any Third-Party Services
• Customer authorizes Allday Enterprises to access and exchange Customer Data with Third-Party Services that Customer has connected to the Platform, solely to enable the requested integrations

19. Feedback and Suggestions

If Customer or any User provides Allday Enterprises with any feedback, suggestions, recommendations, ideas, or other input regarding the Platform or related services ("Feedback"), Customer hereby grants Allday Enterprises a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, adapt, publish, distribute, sublicense, and create derivative works from such Feedback for any purpose, without any obligation of confidentiality, attribution, or compensation to Customer.

20. Modifications to the Service and Terms

20.1 Modifications to the Platform

Allday Enterprises reserves the right to modify, update, enhance, or discontinue the Platform (or any feature thereof) at any time. For changes that materially reduce core functionality during an active paid Subscription term, Allday Enterprises will provide at least thirty (30) days advance written notice.

20.2 Modifications to These Terms

Allday Enterprises reserves the right to update or modify these Terms at any time by posting the updated Terms at https://www.lotivio.com/terms and updating the Effective Date. For material changes, Allday Enterprises will provide at least thirty (30) days advance notice via email to the primary account email address and/or prominent in-platform notification.

21. Governing Law and Dispute Resolution

21.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement.

21.2 Mandatory Arbitration

EXCEPT AS SET FORTH IN SECTION 21.4, ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION, OR VALIDITY THEREOF, SHALL BE FINALLY RESOLVED BY BINDING ARBITRATION ADMINISTERED BY JAMS PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES IN EFFECT AT THE TIME OF THE DISPUTE.

21.3 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, WHETHER IN ARBITRATION OR IN COURT. ARBITRATION OR LITIGATION SHALL PROCEED ONLY ON AN INDIVIDUAL BASIS.

22. General Provisions

22.1 Entire Agreement

This Agreement, together with all Order Forms, the DPA, and any other addenda expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral.

22.2 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, will be severed, and the remaining provisions of this Agreement will continue in full force and effect.

22.3 Assignment

Customer may not assign or transfer this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without Allday Enterprises' prior written consent. Allday Enterprises may assign this Agreement without Customer's consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

22.4 Force Majeure

Neither party will be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, civil unrest, governmental actions, pandemics, epidemics, internet service provider failures, power outages, or third-party infrastructure failures.

22.5 Notices

All legal notices under this Agreement must be in writing and delivered by: (a) overnight courier with tracking confirmation; (b) certified mail, return receipt requested; or (c) email with confirmation of receipt (for routine operational notices). Notices to Allday Enterprises should be sent to legal@lotivio.com.

22.6 Export Compliance

Customer shall comply with all applicable export control and trade sanctions laws and regulations, including U.S. Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and the Office of Foreign Assets Control (OFAC) regulations.

23. Contact Information

For all inquiries relating to this Agreement, the Platform, or Allday Enterprises' services, please contact us using the information below: